The Resolution Professional Appointed by the honourable Adjudicating Authority, the National Company Law
Tribunal Chandigarh Bench in whom the powers of the Board of Directors are vested presents the twenty*
Nine Annual Report of the Company together with the Audited financial statements of the Company for the
year ended March 31, 2024

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The Corporate Insolvency Resolution Process ('CIRP") has been initiated in respect of the company on a
petition filed by Tata Bluescope Steel Limited against Richa Industries Limited ('the Company") The
application was admitted vide an Order dated 18-12-2018 (’Insolvency Commencement Date") by the Hon'bte
National Company Law Tribunal ('NCLT), Chandigarh Bench, Mr Arvind Kumar, IP Registration No IBBt/IPA-
001/IP-P00178/2017-2018M 0357 was been appointed as Inter.m Resolution Professional ("IRP’) to conduct
the CIRP and manage affairs of the Company in accordance with the provisions of the Code Thereafter
committee of creditors appointed Mr Arvind Kumar as Resolution Professional (“RP") in its first meeting held
on January 17 2019 under the provisions of the Code

Pursuant to the Hon'ble 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 vested in the RP. The RP has been exercising
these powers under the supervision of the COC and directors of the NCLT

The process of the CIRP was scheduled to be completed In 180 days from the date of its commencement
However, on the request of the RP made on the directions of the CoC, the NCLT extended the period to
complete CIRP by 90 days vide an Order dated June 7, 2019

During the CIRP, the invitation to submit resolution plans was issued to various eligible resolution applicants
however, the CoC after deliberation of the resolution plan, did not approve any resolution plan and passed a
resolution to liquidate the corporate debtor Pursuant to the non-approval of the resolution plan and passing of
a resolution to liquidate the company, the RP on 12^,r* September 2019 filed an application with NCLT seeking
an order for the liquidation of Ihe company The application is still pending before the NCLT for final
determination

During the financial year 2023-24, the CoC directed the RP to file an application before the AA and seek
permission to invite 'esolulton plans again Pursuant to an application filed by the RP, the AA directed the RP
to publish Form G, and invite expressions of interest to submit resolution plans The RP invited expressions of
interest to submit the resolution plan and received 86 expressions of Interest in response RP after examining
the expression of interest tne RP. invited thirty-six resolution applicants to submit their resolution plans Twelve
resolution applicants submitted the resolution plans and after deliberations, six plans were put before the CoC
for the vote However none of the plans were approved by the CoC Few resolution applicants have
approached the NCLT against the arbitrary rejection of the plans, and the matter is still pending with the NCLT
for a final decision on it

Since the Company is under CIRP as per Section 17 of the Insolvency & Bankruptcy Cade, from the date of
appointment of the Resolution Professional the management of the affairs of the corporate debtor vests in the
resolution professional and the powers of the board of directors of the corporate debtor stand suspended and
be exercised by the resolution professional,

The Company's Financial Performance (Standalone)for the year ended March 31 2024 is summarized
below

T he Company s Financial Performance (Consolidated) for tne year ended March 31. 2024 is summarized
below

Results of Operations and the state of Company affairs

The Company's Standalone turnover for the current financial year is Rs 1063 54 Lakhs as compared to Rs
2553 27 Lakhs in the previous financial year Loss before tax Is Rs (1676 12) Lakhs tor the current financial
year compared to loss before tax for the previous financial year of Rs (1970 90).

The Company's consolidated turnover for the current financial year is Rs 1147 63 Lakhs as compared to Rs
2783.43 Lakhs in the previous financial year Loss before rax is Rs (1765.33) Lakhs for the cunent financial
year compared to that of the previous year of loss before tax of Rs (2209.56) Lakhs

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 -7 15 per share, respectively as against Rs -8.41
per share during the previous year

The company's textile unit is ihe only operational segment The unit is in dine need of upgrading the plant and
machinery Due to ongoing CIRP, the company has not been able to cany out any major replacement or
upgradation of the machinery for the last five years The machinery of the unit is now over 15 years old and
experiences frequent breakdowns Due to the condition of the machinery, the company may not be able to
operate economically

Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange Board of India ( Listing Obligation and Disclosure
Requirements ) Regulations, 2015 (hereinaftei referred to as " Listing Regulations") and applicable provision
of the Companies Act 2016 read with the rules issued thereunder, the Consolidated financial statements of
the Company for the financial year 2021-22 have been prepared in compliance with applicable Accounting
Standards and based on 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 ot the Company
Transfer to Reserve

The company hBS not transferred any amount to the reserves during the year
Dividend

The Company does not recommend any dividend on the equity shares tor the financial year ending on March
31. 2024

Share Capital

The paid-up Equity Share Capital is Rs 2351 69 Lakhs as on 31“ March, 2024 There was no change in the
Share Capital of the Company During the Year under Review, the Company has not issued equity shares with
differential voting rights sweat equity shares, nor has it granted ary stock option. There was no public issue,
rights issue, bonus issue etc., during the year

Preferential Issue and Private Placement

During Die year under Review, the Company has not made any preferential Issues or pnvate placement
Financial Statements

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs to
prepare its financial statements. Your Company has consistently applied applicable Accounting policies during
the year under review The Company discloses consolidated and standalone financial results every quarter
which are subjected to a limited review by the statutory auditor These results are published as consolidated
and standalone audited financial results annually No revisions were made to the financial statements during
die year under review The Consolidated Financial Statements of the Company are prepared in accordance
with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India and
form an integral part of this report pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules. 2014

Particulars of Loan, Guarantees or Investment by the Company

Dunng the period, the Company has not made any Loans, Guarantee or Investments in terms of the provision
of Section 186 of the Companies Act. 2013.

Holding and Subsidiaries

Mrs Richa Knshna Constructions Private Limited is a subsidiary of the company
Management Discussion & Analysis

Management Discussion and Analysis Report farm an integral part of this report and gives a detailed review
of the Company’s Operation, performance and future outlook during the financial year 2023-24

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 Adjudicating Authority, The National Company Law Tribunal Chandigarh bench, vide its order dated 18th
December 2018 had Initiated the Corporate Insolvency Resolution Process (CIRP) Since the NCLT order the
powers of the Board of Directors have been suspended and are veted in the resolution professional, hence,
no board meetings have been held during the year

Board Evaluation

The powers of the Board of Directors of the Company are suspended vide order dated December 18, 2018.
passed by Honble NCLT Bench Chandigarh, for Initiation of the Corporate insolvency Resolution Process,
the Powers of Board of Directors of the Company are vested m Resolution Professional

Nomination and Remuneration Policy

The powers of the Board of Directors of the Company are suspended vide order dated December 18, 2018,
passed by Hon ble NCLT Bench, Chandigarh, due to the initiation of the Corporate Insolvency Resolution
Process The Powers of the Board of Directors of the Company are vested in Resolution Professional No
remuneration has been paid to the board of directors during the year

Directors’ Responsibility Statement

The powers of the Company’s Board of Directors are suspended vide order dated December 18, 2018, passed
by Hon ble NCLT Bench. Chandigarh, due to the initiation of the Corporate Insolvency Resolution Process
The Powers of the Board of Directors of the Company are vested in Resolution Professional. The Resolution
Professional has the power to make decisions regarding the finalization of the Balance Sheet and Profit and
Loss Accounts for the year ending 31“ March 2024

Directors and Key Managerial Personnel Changes

The CS Shivani Arana is the KMP in the Company at the end of financial yeai 2023 24 Although regulation
15(2A) of SfcBI (LODR) REGUIATIONS, 2015 provides that the regulations regarding the composition of the
board shall not be applicable to the company under CIRP Stock Exchange requirements mandates for the
appointment of the Company Secretary

Declaration by Independent Directors

The Company does not have any independent directors during the yeai
Related Party Transactions

There is 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, 201b, 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

The major events which have affected the Company are as follows:*

There are no material events that have affected the company dunng the year

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

The Particulars relating to the 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
Risk identification 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

The company has suffered losses in the previous years. Therefore, no amount is attributable to corporate
social responsibility as per the Companies Act of 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
Hon'ble Adjudicating Authority The board of the Company is suspended and committees are not properly
constituted

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 Knshna Constructions Prrvate Limited is a 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 no public
deposit was outstanding as at the beginning or at the end of the period

Significant and material orders passed by the regulator or Courts

The Liquidation order is pending before the Hon'ble NCLT Court. Chandigarh.

Corporate Governance

The company does not have a functional board of directors and all the powers of the board are being exercised
by the RP alone under the supervision of the committee of creditors and direction of the NCLT Because of
this, many of the requirements relating to corporate governance cannot be met

Whistleblower policy?vlgil mechanism

The Company has a Whistle Bowler policy to report genuine concerns or grievances to the Resolution
professional

Internal financial controls 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 unauthonzed use or disposition An extensive program
supplements the Company's internal controls, and its review is done by management and documented
policies, guidelines, and procedures.

After the commencement of CIRP, many of the Company's KMPs and functional heads employees resigned
This has reduced the effectiveness of various internal controls, whicn were earlier implemented by segregating
duties and responsibilities. The Resolution professional has however, implemented controls to ensure the
protection and assets of the company.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The members of the Company had appointed Mis Sai Prakash & CO, Chartered Accountants (ICAI Frrm
Registration No Q13159N) as the Statutory Auditors of the Company m thB 29th Annual General Meeting
(AGM) held on 31 August 2024 for a period of 5 (Five) years to hold the office bll the conclusion of 34^m AGM
in terms of the provisions of Section 139 of the Companies Act, 2013 The Auditor report contains the
qualifications, reservation and adverse remarks

Internal Auditor

No internal Auditor was appointed during the year
Cost Auditor

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules
2014, as amended from time to time your Company is not required lo maintain cost records

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 Secretanal 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 and there is 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 ail its
employees and associates a safe and conducive work environment No complaints were pending in the
beginning of the year and the Company received none during the year under Review

Human resource and industrial relations

During the year under review, the company's industnal relations continued 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 A strong set of values and
policies guides fhe human resource development function of the Company. The Management Discussion and
Analysis Report gives the details of initiatives taken by the Company to develop human resources The
Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year

Environment and Safety

The Company has taken alt necessary steps for safety and Environment Control and Protection at its Plant
located at Kanwara Village Faridabad

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
employees was in receipt of remuneration of Rs 5,00.000/- per month or Sixty Lacs dunng the year-end for the
pari 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 2023-24 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 does not apply to your Company for the Financial year ending
March 31 2024

APPRECIATION

The Resolution Professional exercising the powers of the Board of Directors (currently, powers are suspended
during CIRP under the provisions of the IBC. 2016) wishes to place their deep appreciation for the support and
cooperation of the Committee of Creditors, various departments of State and Central Government
Banhs/Fmanciai 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)

Arvmd Kumar
Resolution Professional
Regn No IBBiyiPA-001/IP-P00178/2017-iaf10357

(Richa Industnos Limited is under the Corporate Insolvency Resolution Process of the Insolvency and
Bankruptcy Code 2016 Its affairs, business and assets are being managed by the Resolution Professional,
appointed by the National Company Law Tribunal by order dated 21st December 2018 and continued as
Resolution Professional approved by Ihe Committee of Creditors in its meeting held on 17"' January 2019
under the provisions of the Code.)