Dear Shareholders,
 
 The Directors are delighted to present Seventeenth Annual Report of
 your Company with the audited statement of accounts for the year ended
 March 31, 2011.
 
 Financial Results
 
 Highlights of financial results for the year are as follows:
 
                                               (Rs. in Lacs)
                              Current Year    Previous Year
 Particulars                    31.03.2011       31.03.2010
 
 Gross Sales                      22858.12         17456.38
 
 Other Income                        32.33            78.81
 
 Increase/(Decrease) 
 in Stock                           987.19           332.47
 
 Total Revenue                    23877.64         17867.66
 
 Profit before Interest, 
 Depreciation & Tax                3433.41          2177.36
 
 Interest                          1621.97           954.14
 
 Depreciation                       550.14           478.31
 
 Profit before Tax                 1261.20           744.91
 
 Tax including Deferred 
 Tax/Fringe Benefit Tax             416.49           178.62
 
 Profit after Tax                   844.82           566.29
 
 Balance brought forward 
 from previous year                2893.66          2454.70
 
 Amount available for 
 distribution                      3738.47          3020.99
 
 Proposed Dividend                   84.63            84.63
 
 Tax on Dividend                     14.38            14.38
 
 Transfer to Reserves                42.24            28.31
 
 Balance carried to 
 Balance Sheet                     3597.23          2893.66
 
 OPERATIONS
 
 The total income of the Company during the year was Rs. 23877.64 Lac
 against Rs. 17867.66 Lac in the previous financial year. The increase
 in total income was mainly due to increase in domestic sales and
 exports. The total expenditure during the year was Rs. 22616.31 Lac
 against Rs. 17122.75 Lac in the previous financial year. The increase
 in total expenditure was mainly due to increase in consumption of raw
 material, increase in manufacturing expenses, interest and so on.
 
 The profit before tax for the year under review was higher at Rs.
 1261.30 Lac from Rs. 744.91 Lac in the previous financial year and the
 same was the case of the profit after tax for the year under review at
 Rs. 844.82 Lac compared to Rs. 566.29 Lac in the previous financial
 year.
 
 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. 4.99 per share respectively as against Rs.
 3.34 per share (basic & diluted) for the previous year.
 
 Management Discussion & Analysis Report
 
 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.
 
 Board of Directors
 
 Mr. Nitin Agarwal was appointed as an Additional Director on the Board
 w.e.f 10th February, 2011, in accordance with Section 260 of the
 Companies Act, 1956. Notices have been received from members pursuant
 to Section 257 of the Companies Act, 1956 proposing the appointment of
 Mr. Nitin Agarwal as Director on the Board of the Company.
 
 Mr. Jagbir Singh Chaudhary resigned from the Board of Directors of the
 Company w.e.f May 30, 2011. The Board places on record the great zeal
 and dedication with which Mr. Chaudhary served the company during his
 association since May 2008. The Board is deeply grateful for the mature
 and professional advice and guidance of Mr. Chaudhary, from which the
 company had immensely benefited and acknowledges the role of Mr.
 Chaudhary in reaching the Richa Group at its present enviable stature.
 
 In terms of Article 138 of the Articles of Association, Shri Jai
 Prakash Malhotra, Director, retires by rotation and being eligible,
 offers himself for reappointment at the ensuing Annual General Meeting.
 
 Further, pursuant to clause 49 (IV) (E) (iv) of the Listing Agreement,
 the shareholders may take note that none of the Non Executive Directors
 hold any shares / convertible instruments in the Company as on the date
 of this report.
 
 Fixed Deposit
 
 During the year, your Company has not accepted any fixed deposits from
 the public under Section 58A or 58AA of the Companies Act, 1956 and is
 therefore not required to furnish information in respect of outstanding
 deposits under Companies (Acceptance of Deposit) Rules, 1975.
 
 Dividend
 
 Based on the Company''s performance, the Directors are pleased to
 recommend for approval of the members a final dividend of 5% i.e Rs.
 0.50 per share for the financial year 2010-11 on the capital of
 16,925,554 Equity Shares of Rs.  10 /- each. The final dividend on the
 Equity Shares, if approved by the members would involve a cash outflow
 of Rs.  8,462,777/- excluding dividend tax. The total cash outflow on
 account of dividend including dividend tax for the year 2010-11 would
 aggregate to Rs. 9,901,027/- resulting in a payout of 11.72% of the
 profit after tax.
 
 Transfer to Reserves
 
 The Company proposes to transfer Rs. 4,224,084 /- to the General
 Reserve out of the amount available for appropriations and an amount of
 Rs. 359,722,968.43/- is proposed to be retained in the Profit and Loss
 Account.
 
 Corporate Governance
 
 The Company complies with the clauses of Listing Agreement entered into
 with the Bombay Stock Exchange where the Company''s shares are listed.
 Further, in terms of the provisions of Clause 49 of the Listing
 Agreement, your Company has complied with the requirements of Corporate
 Governance and a Report on Corporate Governance together with
 certificate from the Company''s Auditors confirming compliance, is set
 out in a statement, which forms part of this Annual Report.
 
 Secretarial Audit Report
 
 Your Company has appointed M/s AGB & Associates (earlier M/s Ajay Garg
 & Associates), Practicing Company Secretaries, to conduct limited
 purpose Secretarial Audit of the Company for the financial year ended
 March 31,2011. The emphasis of the report to see the compliance under
 the applicable provisions of the Companies Act, 1956, Depositories Act,
 1991, Listing Agreement with Bombay Stock Exchange, Securities Contract
 (Regulation) Act, 1956, during a particular quarter with reference to
 the transaction carried out by the company and all the regulations of
 SEBI as applicable to the Company including SEBI (Issue of Capital and
 Disclosure Requirements) Regulations, 2009 and SEBI (Prohibition of
 Insider Trading) Regulations, 1992 and the amendments made there under.
 Observations of the secretarial auditors raised from time to time are
 being addressed by the management.
 
 Auditors and Auditors'' Report
 
 M/s Tayal & Co., Chartered Accountants, Statutory Auditors of the
 Company will retire at the conclusion of the ensuing Annual General
 Meeting and, being eligible, offer themselves for re-appointment. The
 Company has received a certificate from the auditors to the effect that
 their re-appointment if made, would be in accordance with the
 provisions of section 224(1B) of the Companies Act, 1956. The Directors
 recommend the re-appointment of M/s Tayal & Co. as Statutory Auditors
 of the Company.
 
 The observations of Statutory Auditors in their report read with notes
 to the accounts are self explanatory and do not call for any further
 explanation or clarification.
 
 Human Resource Development and Industrial Relation
 
 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.
 
 Personnel & Particulars of Employees
 
 The industrial relations with the workers and staff of the Company
 remained cordial throughout the year. There was unity of objective
 among all levels of employees, continuously striving for improvement in
 work practices and productivity. Training and development of employees
 continue to be an area of prime importance.
 
 Particulars of the employees as required under section 217 (2A) of the
 Companies Act, 1956 read with the Companies (Particulars of the
 Employees) Amendment Rules, 2011 are not applicable since, none of the
 employee of the Company was drawing more than Rs. 60,00,000/- p.a or
 Rs. 5,00,000/- p.m for the part of the year. Statement to this effect
 is as follows:
 
 Statement pursuant to Section 217(2A) of the Companies Act, 1956 read
 with the Companies (Particulars of Employees) Amendment Rules, 2011 and
 forming part of the Directors'' Report for the financial year ended 31st
 March, 2011
 
 S. No.     Name Designation     Remuneration   Qualifications 
            & Nature of          Gross(Rs.) 
            duties
 
 
                                 Nil
 
 Date of          Age in     Last
 Commencement     Years      Employment 
 of Employment
                  
                  Nil
 
 
 Awards & Certificates
 
 During the year under report, your Company has earned certificate from
 ''BSCIC'' ISO 9001:2008 for operating a Quality Management System in
 respect of design, development, manufacture and supply of Pre
 Engineered Buildings.  The company has also received GOTS for its IMT
 Division.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956 your Directors hereby state and confirm that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that no material departures is made
 from the same.
 
 b) we have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true & fair view of the state of affairs of the
 Company at the end of the financial year ended March 31, 2011 and of
 the profit or loss of the Company for that period;
 
 c) we have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 d) we have prepared the annual accounts on a going concern basis.
 
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 A statement giving details of conservation of energy, technology
 absorption and foreign exchange earnings and outgo, in accordance with
 Section 217(1)(e) of the Companies Act, 1956, read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988 is given as Annexure I hereto and forms part of this
 report.
 
 Acknowledgment
 
 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, Government authorities,
 customers and shareholders of the Company and looks forward to a
 continued mutual support and co-operation.
 
                                 By order of the Board of Directors
                                       For Richa Industries Limited
 
                                                       Sushil Gupta
                                       Chairman & Managing Director
 
 Place : Faridabad
 Date  : May 30, 2011