Dear Shareholders,
The Resolution Professional Appointed by the honorable Adjudicating Authority, the
National Company law Tribunal, Chandigarh Bench, in whom the powers of the Board of
Directors are vested presents the twenty Seventh Annual Report of the Company together
with the Audited financial statements of the Company for the year ended March 31, 2021
INITIATION OF CORPORATE INSOLVENCY REOLUTION PROCESS (CIRP)
The Corporate Insolvency Resolution Process ("CIRP") has been initiated, on a
petition filed by Tata Bluescope Steel Limited against Richa Industries Limited ("the
Company"), which has been admitted vide an Order dated 18-12-2018 ("Insolvency
Commencement Date") by the Honble National Company Law Tribunal ("NCLT"),
Chandigarh Bench, under the provisions of the Insolvency and Bankruptcy Code, 2016
("the Code"). Mr. Arvind Kumar, IP Registration No. IBBI/IPA-001
/IP-P00178/2017-2018/10357 has been appointed as Interim Resolution Professional
("IRP") to manage affairs of the Company in accordance with the provisions of
the Code and thereafter appointed as the Resolution Professional ("RP") by the
committee of creditors ("COC") of the Company in the meeting held on January 17,
2019 under the provisions of the Code. Pursuant to the Honble NCLT Order for commencement
of the CIRP and in line with the Provisions of the Code, the power of the Board of
Directors stands suspended and same is being exercised by RP in terms of the provisions of
Section 17 & 20 of the Code. Further vide an Order dated June 7, 2019, Honble NCLT
has extended the CIRP period for a further period of 90 days beyond the initial a
statutory period of 180 days. Pursuant to the non-approval of resolution plan, the COC in
its meeting held on 03.09.2019 has passed a resolution for liquidation of Company and
directed the Resolution Professional to file an application, for liquidation before
AA(Adjudicating Authority). Consequent to which, Mr. Arvind Kumar has file an application
for liquidation on 12thSeptember 2019 which is pending for approval by AA.
Pursuant to the orders of the Honble National Company Law Tribunal (NCLT ) Chandigarh,
Corporate Insolvency Resolution Process (CIRP) has been initiated in respect of Richa
Industries Limited ("the company") under the provision of Insolvency and
Bankruptcy Code, 2016 ("the code") with effect from 21.12.2018
In this connection. Mr. Arvind Kumar has been appointed as an Interim Resolution
Professional as per the provision of the code. Further the Committee of creditors
constituted during CIRP has confirmed the appointment of Mr. Arvind Kumar as the
Resolution Professional on 17.01.2019 for the Company.
Since the Company is under CIRP as per Section 17 of the Insolvency & Bankruptcy
Code, from the date of appointment of the Resolution Professional
(a) the management of the affairs of the corporate debtor shall vest in the interim
resolution professional;
(b) the powers of the board of directors or the partners of the corporate debtor, as
the case may be, shall stand suspended and be exercised by the interim resolution
professional;
(c) the officers and managers of the corporate debtor shall report to the interim
resolution professional and provide access to such documents and records of the corporate
debtor as may be required by the interim resolution professional;
(d) the financial institutions maintaining accounts of the corporate debtor shall act
on the instructions of the interim resolution professional in relation to such accounts
and furnish all information relating to the corporate debtor available with them to the
interim resolution professional.
Financial Results
The Companys Financial Performance, for the year ended March 31, 2020 is summarized
below:
(Rs In Crore)
| Particulars |
Current Year 31.03.2021 |
Previous Year 31.03.2020 |
| Total Revenue |
35.20 |
42.91 |
| Total Expenses |
81.39 |
100.23 |
| Profit/(Loss) before extraordinary items and tax |
(46.19) |
(57.31) |
| Extraordinary Items |
- |
|
| PROFIT/ (LOSS) BEFORE TAX |
(46.19) |
(57.31) |
| Tax Expense |
- |
- |
| PROFIT/(LOSS) FOR THE YEAR |
(46.19) |
(57.31) |
Results of Operations and the state of Company affairs
The Companys Standalone turnover for the current financial year is Rs 35.06 crores as
compared to Rs 42.61 crores in previous financial year. Loss before tax is Rs 46.19 Crore
for the current financial year as compared to that of loss before tax for previous
financial year of Rs 57.32 crores. Loss after tax for the current financial year stood at
Rs 46.19 crores as compared to loss before tax Rs 57.32 crores in the previous financial
year.
The Company consolidated turnover for the current financial year is Rs 35.06 crores as
compared to Rs 42.61 crores in the previous financial year. Loss before tax is Rs 46.22
crores for current financial year as compared to that of previous financial year of loss
before tax of Rs 57.27 crores. Loss after tax for the current financial year stood at Rs
46.24 as compared to loss after tax Rs 57.27 crores in the previous financial year.
The Basic and diluted Earnings per share computed in accordance with the Accounting
Standard-20 issued by the Institute of Chartered Accountants of India was Rs -19.72 per
share respectively as against Rs -24..46 per share during the previous year.
Consolidated Financial Statements
As per regulation 33 of the Securities and Exchange Board of India ( Listing obligation
and Disclosure Requirements ) Regulations, 2015 (hereinafter referred to as " Listing
Regulations") and applicable provison of the Companies Act, 2016 read with the rules
issued thereunder, the Consolidated financial statements of the Company for the financial
year 2020-21 have been prepared in compliance with applicable Accounting Standards and on
the basis of audited financial statements of the Company and its subsidiary. The
Consolidated financial statements together with the Auditor reports form parts of this
Annual Report.
Change In the Nature of Business
There is no change in the nature of the Business of the Company
Transfer to Reserve
The company has not transferred any amount to the reserves during the year
Dividend
The Company does not recommend any dividend on the equity shares for the financial year
ended as on March 31,2021
Share Capital
The paid up Equity Share Capital is Rs 23.43 Crore as on 31st March, 2021. The Company
has not issued equity shares with differential voting rights, sweat equity shares nor has
it granted any stock option. There was no public issue, rights issue, bonus issue etc
during the year
Preferential Issue and Private Placement
During the year, the Company has not made any preferential issue and private placement.
Management Discussion & Analysis
Management Discussion and Analysis Report form an integral part of this report and
gives a detailed review of the Companys Operation , performance and future outlook during
the financial year 2020-21.
Extract of Annual Return
The details forming part of the Annual Return extract in Form MGT-9, as required under
section 92 of the Companies Act, 2013, are included in this report as Annexure-ll and
forms an integral part of this report.
Number of Meetings of the Board
The Corporate Insolvency Resolution Process (CIRP) of the Company has been initiated
from December 18, 2018 as per the order passed by the Honble National Company Law
Tribunal (NCLT"), Chandigarh Bench under the provision of Insolvency and Bankruptcy
Code, 2016. Since NCLT order the power of the Board of Directors have been suspended
during the CIRP Period no meetings of the Board have been held.
Directors Responsibility Statement
To the Best of Knowledge and belief and according to the information and 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, 2021,
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, 2021 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
There is no KMP in the Company at the end of financial year 2020-21. The regulation
15(2A) of SEBI (LODR) REGULATIONS, 2015 provides that the regulations regarding the
composition of the board shall not be applicable to the company under CIRP.
Declaration by Independent Directors
The Company does not have any independent director during the year.
The Board of Directors has framed a policy that lays down a framework related 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
details of this policy are explained in the Corporate Governance Report.
Board Evaluation
The powers of Board of Directors of the Company are suspended vide order dated December
18, 2018, passed by Honble NCLT Bench, Chandigarh for initiation of Corporate Insolvency
Resolution Process, the Powers of suspended Board of Directors of the Company are vested
in Resolution Professional Mr Arvind Kumar.
Particulars of Loan, Guarantees or Investment by the Company
During the period, the Company has not made any Loans, Guarantee or investment in terms
of the provision of the Section 186 of the Companies Act, 2013.
Related Party Transactions
There being no material related party transactions as defined in the Companies Act,
2013 read with Regulation 27 of the SEBI (Listing Obligation and disclosure Requirements)
Regulations, 2015 which may have potential conflict with the interest of your Company at
Large. Hence, there is no detail to be disclosed in form AOC-2 in that regard.
Material changes and commitments
During the financial year under review, the major events which have affected the
Company are as follows
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
The Company has a well-defined process in place to ensure appropriate identification
and treatment of risks. The identification of risk is made at strategic, business,
operational and process levels. All significant risks are well integrated with the
functional and business plans and are reviewed on a regular basis.
Corporate Social Responsibility(CSR)
The company has suffered losses in the previous years. Therefore no amount is
attributable to Corporate Social Responsibility as per the Companies Act, 2013. The
company is undergoing Corporate Insolvency and Resolution Process.
Composition of Committees
The powers of board of Directors of the Company are vested in the Resolution
Professional appointed by the Honble Adjudicating Authority. The board of the Company is
suspended and committees are not properly constituted.
The regulation 15(2A) of SEBI (LODR) REGULATIONS, 2015 provides that the regulations
regarding the composition of the board shall not be applicable to the company under CIRP.
Holding and Subsidiaries
M/s Richa Krishna Constructions Private Limited is the subsidiary of the company.
Fixed Deposit
During the year, your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014. Therefore, there was no public deposit outstanding as at the beginning or at
the end of the period.
Significant and material orders passed by the regulator or Courts
No such order has been passed by the regulator or any Court.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI The report on Corporate
Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this report. The requisite certificate from
the auditors of the Company confirming Compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
Whistle blower policy/vigil mechanism
The Company has a Whistle Bowler policy to report genuine concerns or grievances. The
whistle Bowler Policy has been posted on the Website of the Company (www.richa.in)
Internal financial controls and their adequacy
Richa Industries Limited has a comprehensive internal control system to safeguard the
Companys 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 have strictly complied.
AUDITORS AND AUDITORS REPORT Statutory Auditor
The Statutory Auditor M/s Sri Prakash & Co, Chartered Accountants (FRN:002058C) has
been proposed to be appointed as Statutory Auditor of the Company for a period of 5 (Five)
years, in terms of provision of Section 139 of the Companies Act, 2013 to hold office from
the 25th Annual General Meeting till the conclusion of 29th Annual General Meeting.
The Auditor report contains the qualification, reservation and adverse remarks.
Internal Auditor
No internal Audit was conducted during the year Cost Auditor
No Cost Auditor has been appointed by the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed M/s. Arun Goel & Associates, Company Secretary
in Practice (C.P. No.9892) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is included as Annexure-IV and forms an integral part of this
report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
As required under the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted a Sexual
Harassment Policy. We follow a gender-neutral approach in handling complaints of sexual
harassment. All employees are of equal value with no discrimination between individuals at
any point based on race, colour, gender, religion, political opinion, national extraction,
social origin, sexual orientation or age. The Company is committed to providing a safe and
conducive work environment to all its employees and associates. No complaints were pending
in the beginning of the year and none were received by the Company during the year under
review.
Human resource and industrial relations
During the year under review, Industrial relations of 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 the 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 the
Management Discussion and Analysis Report. The Company maintained healthy, cordial and
harmonious industrial relations at all levels throughout the year.
Environment and Safety
The Company has taken all necessary steps for safety and Environment Control and
Protection at its Plant located at Kanwara Village , Faridabad and Its Kashipur Plant,
Uttrakhand.
Particulars of employees and related disclosure
In terms of the provisions of Section 197(12) of the Act read with Rules 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014,During the year, none of the employee was in receipt of remuneration of Rs 5,00,000/-
per month or Sixty Lacs during the yearand for the part of the year.
The ratio of the remuneration of each director/KMP to the median remuneration of all
the employees of the Company for the financial year 2020-21 is not applicable.
Statutory Information
The Business Responsibility Reporting as required by Regulation 34 (2) of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to
your Company for the financial year ending March 31, 2021.
APPRECIATION
The Resolution Professional exercising the powers of Board of Directors (currently
powers are suspended during CIRP under the provisions of the IBC, 2016) wish to place
their deep appreciation for the support and co-operation of the Committee of Creditors,
various departments of State and Central Government, Banks/Financial Institutions,
employees and other stakeholders. The Board also commend the continuing commitment and
dedication of the employees at all levels.
For Richa Industries Limited
(Under CIRP)
(Richa Industries Limited is under Corporate Insolvency Resolution Process of the
Insolvency and Bankruptcy Code 2016. Its affairs, business and assets are being managed by
the Resolution Professional, Mr. Arvind Kumar, appointed by the National Company Law
Tribunal by order dated 21st December, 2018 and continued as Resolution Professional
approved by the Committee of Creditors in its meeting held on 17th January,
2019 under the provisions of the Code.)
+91-9892691696
