To the Members

The Directors are pleased to present the 23rd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31 March 2016

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

GENERAL ECONOMIC REVIEW

Global Economy

Global growth in 2015-16 again fell short of expectations, slowing to 2.4 percent from 2.6 percent in 2015. The disappointing performance was mainly due to a continued deceleration of economic activity in emerging and developing economies amid weakening commodity prices, global trade, and capital flows. Going forward, global growth is projected to edge up, but at a slower pace than envisioned in the June 2015 forecast, reaching 2.9 percent in 2016 and 3.1 percent in 2017-18. The forecast is subject to substantial downside risks, including a sharper than expected slowdown in major emerging and developing economies or financial market turmoil arising from a sudden increase in borrowing costs that could combine with deteriorating fundamentals and lingering vulnerabilities in some countries (source: www.worldbank.org)

Indian Economy

According to the International Monetary Fund (IMF) and the Central Statistics Organization (CSO), India is emerging as the fastest growing major economy. Further, it has been estimated that the Indian economy will continue to grow more than 7 per cent in 2016 - 2017. In the year 2015, there has been significant improvement in India’s economic fundamentals due to the combined impact of strong government reforms and RBI's inflation focus supported by benign global commodity prices.

SUSPENSION OF TRADING OF SHARES OF THE COMPANY

As fully detailed in Note 45 to the financial statements concerns were raised with respect to various transactions as part of the limited review process for the quarter and half year ended 30 September 2015. The Audit Committee commissioned various investigations to seek to resolve these concerns which culminated in the issuance to them of a report on preliminary findings by PricewaterhouseCoopers Private Limited, India (PwC) on 20 April 2016. During this period the Company was unable to file its Accounts for the quarter and half year ended 30 September 2015 and for the quarter and nine months ended 31 December 2015. As a result on 4 May 2016, the Bombay Stock Exchange Limited (BSE) issued a notice that the shares of the Company would be suspended from 26 May 2016 on account of non compliance with Regulation 33 of SEBI (LODR) Regulations, 2015 for two consecutive quarters.

On 18 May 2016, the Company published its financial results for the quarter and half year ended 30 September 2015. In the disclosures accompanying the financial results, the Board of Directors stated that the financial results did not represent a true and fair view of the state of affairs of the Company and the reasons thereof. The statutory auditors did not provide any opinion in their limited review report.

Subsequently the Company continued the investigations by PwC and an Independent Investigation Team comprising various Ricoh group representatives all of whom were independent of the Company.

On 17 November 2016 PwC presented their final report ('the PwC Report’) and the Independent Investigation Team presented their findings to the Audit Committee.

On 18 November 2016 the results along with the auditor’s report for the quarter ended 31 December 2015 and the quarter and year ended 31 March 2016 were presented to the Audit Committee. These were subsequently approved by the Board and filed with BSE.

The Company is working to file its Accounts for the quarter ended 30 June 2016 and the quarter and half year ended 30 September 2016 expeditiously. As soon as these accounts are completed, the Company will initiate the process to get the trading of the shares resumed.

STATE OF COMPANY’S AFFAIRS

As is evident throughout these financial statements, it has been a challenging period for the Company. Following the change in statutory auditors, significant concerns were raised with respect to various transactions. This resulted in various investigations by third parties including PricewaterhouseCoopers Private Limited, India (PwC) and an Independent Investigation Team (comprising various Ricoh group representatives all of whom were independent of the Company). The Board would like to express its gratitude to the teams involved. These investigations finally concluded on 17 November 2016 and enabled the filing of financial statements for the year ended 31 March 2016.

The financial statements for the year ended 31 March 2016 disclose a loss of Rs 1,118 Crores which has eroded the Company’s Net Worth as at that date. But through the recapitalization process this is a timing issue only.

On 19 July 2016, the Promoter Ricoh Company Limited filed a petition with the National Company Law Tribunal (‘NCLT’) seeking various reliefs but in particular the recapitalization of the Company.

On 24 August 2016, the NCLT issued an Order granting the cancellation of the shares of either Ricoh Company Limited, or the Co - Promoter NRG Group Limited, and the preferential issue of the same number of shares for an amount equivalent to the estimated unaudited loss announced on 19 July 2016 i.e. Rs 1,123 Crores.

On 14 October 2016, an Extraordinary General Meeting was held that approved the recapitalization by way of cancellation of the shares of NRG Group Limited and preferential issue of the same number of shares to NRG Group Limited. On 15 October 2016, the Board approved the cancellation, issue and allotment for the consideration of Rs 1,123 Crores.

As a result of this infusion, which has had no impact on the shareholding structure of the Company, the Net Worth has been restored. The Promoter, Ricoh Company Limited, has also confirmed its support for at least 12 months from 18 November 2016 which gives the Directors further confidence.

The results for the year ended 31 March 2016 are of course disappointing. These are summarized as:-

As can be seen above, the loss in the year ended 31 March 2016 is significantly impacted by exceptional items. These are detailed in Note 45 but primarily relate to one off items either through errors, incorrect accounting or falsification. Some of these, in particular apparently fictitious sales and falsification relate to the year ended 31 March 2015 and are reflected in the table above within the restated results for that year.

It is clear that the Company faces significant challenges but the Directors are confident that with: the capital infusion which has enabled it to reduce debt and interest costs; a strong existing contractual base of customers; focus on cost management; focus on working capital management; renewed confidence of our employees and customers as we move forward; and the ongoing support of all stakeholders we will return the business to growth and profitability.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

In view of the loss for the period under review, no Dividend has been recommended by the Board of Directors of the Company.

During the year, dividend amounting to Rs.3,58,908/- (Rupees Three Lakhs Fifty Eight Thousand Nine Hundred and Eight only) that had not been claimed by the shareholders for the year ended 31 March 2008 was transferred to the credit of the Investor Education and Protection Fund as required under section 205A of the Companies Act, 1956.

FUTURE PLANS

Government has launched many initiatives and two of the most significant are Make in India and Digital India. The Make in India campaign was being launched with an objective to fuel the growth of the manufacturing sector of India. The government also launched Digital India campaign with the aim to use digital technology to provide innovative and practical solutions to resolve challenges unique to India. It aims to empower every citizen by providing access to information, enable service delivery and improve governance.

The sheer size and scale of these projects pose a huge challenge, but at the same time provide a major opportunity for companies to invest and contribute in this growth story. We have already committed to invest in these initiatives, such as the modernization of the Department of Post for financial inclusion of rural citizens worth Rs 1,370 crores, and various other ICT projects.

Ricoh India is equipped to provide technology solutions to its customers in the sphere of digitalization, application delivery, networking, data management and hosting services, surveillance solutions etc. In addition, the company’s expansion plans in the field of government to citizen projects, mission mode projects and various other projects in the domain of the Digital India program of the government have affirmed our credentials as a strong leading player in the business of IT services.

At Ricoh, we understand and will continue to provide customized solutions in order to meet the unique need of our customers hailing from various industry verticals.

SHARE CAPITAL

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

Pursuant to the order of National Company Law Tribunal, on 24 August 2016, the Company has been able to progress a recapitalization. This recapitalization was completed on 15 October 2016, when 1,09,59,792 shares of NRG Group Ltd (a co promoter) were cancelled and 1,09,59,792 new shares with identical rights were issued for Rs 1,123 Crores.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. H. Kitada, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Necessary resolution for the appointment/re-appointment of the concerned Director have been included in the Notice convening the ensuing AGM and details of the proposal for appointment/re-appointment are mentioned in the explanatory statement of the AGM Notice.

On 29 March 2016, Mr. Manoj Kumar (former Managing Director and CEO) of the Company was asked to proceed on leave with effect from 30 March 2016 by the Board of Directors of the Company. On 2 April 2016 Mr. Manoj Kumar resigned as Managing Director of the Company. On 8 June 2016 Mr. Manoj Kumar was placed under suspension by the Board.

The Board appointed Mr. AT Rajan, Senior Vice President and Chief Strategy Officer of the Company as Managing Director and CEO of the Company with effect from 13 April 2016.

Mr. Tetsuya Takano resigned from the Directorship of the Company with effect from 25 July 2016.

Mr. Ian Winham was appointed as Director/Chairman of the Company with effect from 25 July 2016.

All the 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year, the non executive directors of the Company had no pecuniary relationship or transactions with the Company.

The composition of the Board, Meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

KEY MANAGERIAL PERSONNEL

As per the requirement of Section 203 of the Companies Act 2013, Mr. AT Rajan has been appointed as Managing Director and CEO of the Company with effect from 13 April 2016.

Mr. Bibek Chowdhury, Head - Operations Audit Group / Internal Auditor was appointed as Acting Chief Financial Officer to discharge the functions with effect from 30 March 2016.

On 29 March 2016, Mr. Arvind Singhal, Chief Financial Officer of the Company and Mr. Anil Saini, Senior Vice President and Chief Operating Officer of the Company were asked to proceed on leave with effect from 30 March 2016 by the Board of Directors of the Company. On 8 June 2016, Mr. Arvind Singhal, Chief Financial Officer of the Company and Mr. Anil Saini, Senior Vice President and Chief Operating Officer of the Company were placed under suspension by the Board of Directors of the Company.

See Directors above regarding Mr. Manoj Kumar.

Mr. Manish Sehgal continues to hold the position of the Company Secretary in the Company.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, your Company has an Audit Committee of the Board of Directors which comprises of the following members:

Mr. U. P. Mathur - Chairman

Mr. R.K. Pandey - Member

Mr. H. Kitada - Member

Ms. Ashish Garg - Member

STATUTORY AUDITORS

BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248 W/W-100022) were appointed as Statutory Auditors of the Company to hold the Office of the Auditors for a period of Five years till the conclusion of 27^th Annual General Meeting subject to ratification by the Shareholders of the Company at every Annual General Meeting of the Company.

The Company has received a letter from the Statutory Auditors of the Company under Section 139 confirming that they are eligible for appointment as Auditors of the Company and meet the criteria for appointment specified in Section 141 of the Companies Act, 1956.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company recommend the ratification of appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248 W/W-100022) as Statutory Auditors of the Company by the Shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Naresh Verma, a Practicing Company Secretary to conduct Secretarial Audit for the Financial year 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March 2016 is annexed herewith as Annexure 'A’ of the Directors’ Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

It does however make an observation in respect of the various matters relating to the late filing of financial statements and matters relating to the falsification of accounts covered elsewhere in this report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance.

Accordingly, your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (LODR) Regulations, 2015.

A separate report on Corporate Governance along with a Certificate of Practise from a Practising Company Secretary confirming compliance with the requirement as stated under SEBI (LODR) Regulations, 2015 is attached and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirement of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report form part of this Report.

NON-CONVERTIBLE DEBENTURES (NCDs)

The Company had raised NCDs amounting to Rs 200 Crores by way of Private Placement basis. The outstanding NCDs as at 31 March 2016 stood at Rs 200 Crores. The NCD’s are rated as IND ‘AA -’ by India Ratings & Research Private Limited.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has put in place a mechanism of reporting illegal or unethical behavior through its Whistle Blower Policy. Employees and Directors are free to report violations of laws, rules, regulations or unethical conduct. The report, if any, in this regard as received from any person will be reviewed by the Audit Committee of the Company. It is affirmed that no person has been denied access to the Audit Committee of the Company in this respect. It is also ensured that confidentiality of such reporting is strictly maintained and that Whistle Blowers are not subjected to any discriminatory practice or harassment. The Whistle Blower Policy is uploaded on the Company’s website under the weblink: https://ricoh.co.in/about/investors/ policies/whistle blower policy.

LISTING

The Shares of your Company are listed on the Bombay Stock Exchange Limited. Further, the Company has paid Annual Listing Fee for the year 2016-17 to the Bombay Stock Exchange Limited.

The Shares of your Company were placed in Z Category by BSE Ltd with effect from 4 May 2016 and subsequently suspended from trading on 26 May 2016.

QUALITY INITIATIVES

The Company strengthened its initiatives in the field of Business Excellence through the use of Malcolm Baldrige Self Assessment maturity model, Ricoh Way Guiding principles and values, Ricoh Quality concept, Customer & Partner Feedback Management. Conformance to various Quality Management Systems which are- ISO9001-2008, ISO14001-2004, ISO27001 - 2005 and CMMI Level 4 certification standards. The Company continues to engage employees in the Innovation journey with the initiative of IdeaZ, wherein employees themselves participate and deploy process improvement initiatives.

SOCIAL & ENVIRONMENTAL INITIATIVES

Our CSR model is broadly divided into two parts: activities that respond to our fundamental obligation to society and value-creating activities that have synergy with our growth strategy. These two pillars support and strengthen our corporate value.

The Company focuses primarily on the following three programme areas with key projects/activities mentioned in-line as follows:

1. Harmony with Society:

With the objective to enhance the welfare of society, we initiated ‘ICT-enabled education project’ for students of 30 primary schools in the Karimnagar and Warangal districts of Telangana state. Envisioning holistic development of students, ‘Project Adarsh Patra’ with provision of smart class technology and mid-day meal support was initiated to enable nutrition and quality education for students of five (5) junior high schools in the Mathura district of Uttar Pradesh state. ‘Preventive Healthcare’ leveraging remote healthcare delivery platform was initiated for providing access to health care and ensure the wellbeing of community.

Additionally, the company extended relief support by making available over 1000 packets with essential material to the residents of Chennai adversely impacted by the floods during the month of November-December 2015.

2. Harmony with Environment:

To support conservation of biodiversity, ‘Project Nature Watch’ by donation of monitoring equipment such as binoculars and underwater cameras was launched across states of India- Assam, Andhra Pradesh, Arunachal Pradesh, Chhatishgarh, Rajasthan, Madhya Pradesh, Kerala, Goa, Gujarat, Maharashtra, Lakshadweep Island, Orrisa, Sikkim, West Bengal.

An ‘AgroForestry program’ by plantation of over 2000 trees was conducted in the state of Tamil Nadu.

In an independent assessment conducted by an NGO- Toxic Links and as published in its assessment report ‘Time to Reboot-II’, the e-waste management system of the company was rated as the best amongst 51 producers of electrical and electronic equipment (EEE) in India. This stands as a testimonial to our commitment towards environment and product stewardship.

3. Raising the Next generation:

The company launched ‘View Finder Project’ by donation of cameras and funding for building photography skills among 100 children coming of difficult circumstances in the cities of Delhi NCT, Kolkata, Mumbai and Bangalore.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaint(s) received from any employee during the financial year 2015-2016.

PARTICULARS OF EMPLOYEES

A statement containing the names of the every Employee employed throughout the financial year and in receipt of remuneration of Rs 60 Lakh or more or employed for part of the year and in receipt of Rs 5 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 'B' of the Directors Report.

RATIO OF REMUNERATION

The information relating to remuneration of Directors of the Company as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 'C’ of the Directors Report.

DISCLOSURES

i EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as Annexure 'D' of the Directors Report.

ii NUMBER OF MEETINGS OF BOARD

During the year, Seven Board Meetings were convened and held. The Details of which are given in the Corporate Governance Report which forms part of this report.

iii DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors affirm:-

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departure;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the directors in the case of listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

As detailed in these Accounts and Report, the Company has been impacted by the falsification of its accounts. The amounts are disclosed in the financial statements. These have impacted the accounting records and internal controls. The Company is remediating these issues, ensuring that the periodical accounts of the Company represents true and fair status of the Company and to avoid any artificial inflation of revenue of the Company in future.

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

On 5 May 2016, BSR & Co. LLP, Chartered Accountants, the statutory auditors of the Company reported to the Audit Committee under Section 143(12) of the Companies Act, 2013. This report of the statutory auditors was made on the basis of the review of BSR & Co. LLP of the report of preliminary findings by PricewaterhouseCoopers Private Limited, India (PwC) dated 20 April 2016. The Audit Committee responded to BSR & Co. LLP on 15 June 2016 confirming their understanding that the concerns raised were in accordance with the issues identified in the PwC report of preliminary findings.

Following the conclusion of the Company investigations (as fully detailed in Note 45) of the financial statements, the Company has filed its financial statements for the year ended 31 March 2016. Set out in Note 45(f) and 45(g) of the financial statements are details of the one off adjustments that the Company has identified as being attributable to accounting errors and or falsifications.

Given the significance of the one off adjustments and/or accounting falsifications the Company will work with the relevant authorities to take action against those responsible. At the date of this Report all the matters are subject to legal process and consequently it is inappropriate for the Company to comment and potentially prejudice such action.

v. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and other applicable regulations.

vi. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee of the Company, has framed and adopted a Policy namely Nomination and Remuneration Policy to deal with matters of appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company. The said policy focuses on the following aspects:-

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

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

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

Details of the Remuneration Policy are given in the Corporate Governance Report.

vii. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT AND BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT

As included in pages 74 to 82 the statutory auditors have issued a disclaimer of opinion on the financial statements for the year ended 31 March 2016 on the basis that they have not been able to obtain sufficient appropriate audit evidence.

The Directors have filed on 18 November 2016 with BSE Limited a statement of impact of audit qualification. In this statement management have confirmed that they believe that there is no impact and that, based on their analysis and assumptions, the balance sheet at 31 March 2016 is materially correct.

The Directors acknowledge that the circumstances for the statutory auditors are challenging, in particular as a result of the falsification of accounts during the year ended 31 March 2016. The Directors would draw the followings points to your attention:-

a) Whilst the auditors have had to rely in part on photocopies the directors have no reason to believe that such copies are not a true reflection of originals. The Company has instituted improved document retention strategies, and in line with the core business offering of the Company, will increasingly move to scan and or copy documents to minimize the cost and impact of document management.

b) Whilst the auditors have raised documentation concerns on the profit and loss statement, the approach taken by the Company has been to ensure that the balance sheet at 31 March 2016 is materially correct. As a result the profit and loss account is the cumulative difference between the audited balance sheet at 31 March 2015 and the balance sheet at 31 March 2016. The Directors concluded that this was the most reliable way of moving their investigations forward and would allow the Company to produce reliable profit and loss statements going forward. It would also enable the scale of losses and actions required to be identified as quickly as possible.

c) The Directors acknowledge that their accounting for major contracts is based on their discussions with the contracted parties and assumptions regarding the outcome of such contracts. This is normal business practice. The Directors are aware of the need to improve the contractual documentation and are working to ensure that this is addressed.

d) The Directors have valued inventories in accordance with physical stock takes rolled back to 31 March 2016. It is the Directors view that the overall level of inventory provisioning is adequate.

e) For finance lease contracts the Directors acknowledge the need to improve document retention (see above) and are working on this. Based on the calculations performed the Directors are of the view that the material balances contains within finance lease contracts are adequately confirmed and accounted for.

f) The Directors have corrected the fixed asset register. In the period, we have not carried out a 100% verification but have confirmed the existence of material assets.

g) In respect of Debtors, Creditors and various account balances, the Directors recognize that the auditors have not received all of their confirmations. However, based on the management analysis and documentation, the Directors are of the view that such balances are materially correctly stated.

h) The Company have invested significant time in confirming the balance sheet at 31 March 2016. In the period from 19 July 2016 when the estimated unaudited loss for the year ended 31 March 2016 was announced as Rs 1,123 Crores to the date of the financial statements on 18 November 2016, significant reconciliation and verification was undertaken. The impact was a reduction in the reported loss of Rs 5 Crores i.e the reported loss for the year ended 31 March 2016 was Rs 1,118 Crores.

The Directors are of the view that the Balance Sheet as at 31 March 2016, is materially true and fair and forms the basis for future reporting.

The Directors will ensure that the accounting policies are followed consistently such that the results reported, regardless of the audit disclaimer, will going forward be a reflection of the Company’s operating performance.

The statutory auditors have also raised matters in their report on Internal Financial Controls. These are summarized with our comments as follows:

a) Deficiencies in maintenance of books of accounts and documentation including non availability of original documents, recording of unsupported and back dated transactions, out of books adjustments entries etc

These issues primarily relate to the falsification of accounts. Specific controls have been put in place to ensure backdating is no longer possible and that out of book entries (journals) are minimized and, if necessary, are fully validated, properly documented and approved. The Company is also improving its documentation management and retention processes. Significant progress has been made in this regard though inevitably gaps for prior periods will take time to close.

b) Recording of circular sales and purchase transactions considered fictitious by the Management, non maintenance of appropriate inventory records including quantitative reconciliation of goods purchased and sold and physical verification of inventory at regular interval.

This issue primarily relates to the falsification. Controls are now in place to ensure the independence of sales, finance and account administration. Inventory controls have also been enhanced and regular verification processes implemented.

c) Non maintenance of complete records and documentation for machines given on lease at transaction level and fixed asset records.

The majority of the Company’s sales are on lease transactions. All major leases have been validated. The Company is continuing to gather the records for all historic transactions. This is linked closely to the document retention and management improvements referred to above.

d) Absence of appropriate Internal Control Systems to perform periodical reconciliations of advance/balances of Customers and Vendors.

Major advances with customers and vendors have been reconciled subsequent to the year end. Given the size of the Company’s customer and supplier base, it is not practicable to have reconciliation processes with 100% of the customers and suppliers. Whilst improvements can be made the cost/benefit of remediating this concern will be closely considered.

With regard to Secretarial Auditor Report, the Directors states that the comments of the Secretarial Auditor are self explanatory and hence no further explanation is required.

viii. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Under Section 186 of the Companies Act, 2013 the Company has neither given any Loan, Guarantee nor provided any Security in Connection with a Loan, directly or indirectly, to any person or other body corporate. The Company has also not made any investments by way of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31 March 2016.

ix. RELATED PARTY TRANSACTIONS

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

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

Further, a Policy on Related Party Transactions as approved by the Board of Directors of the Company is duly uploaded on the Company’s website under the weblink: https://ricoh.co.in/about/Investors/Policies/Related Party Transaction Policy.

None of the Directors have any pecuniary relationships in transactions of the Company, subject to any matter that may arise from investigations by the authorities in respect of the falsification of the Company’s accounts.

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

x TRANSFER TO RESERVES

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

xi MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

In accordance with the petition of Ricoh Company Limited of 19 July 2016 and the Order of the National Company Law Tribunal of 24 August 2016 and as approved by the Extraordinary General Meeting on 14 October 2016, on 15 October 2016 the Board approved the cancellation of the existing 1,09,59,792 ordinary shares of Rs 10/- each held by NRG Group Limited and the preferential issue and allotment of 1,09,59,792 ordinary shares of Rs 10/- each at a premium of Rs 1,014.65/- for a total capital infusion of Rs 1,123 Crores. This capital infusion has been used to reduce bank borrowings.

xii ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Necessary information on Conservation of Energy, 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 is annexed herewith as Annexure 'F’ of the Directors Report.

xiii) RISK MANAGEMENT POLICY

In today’s economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a risk management policy. Risks that are assessed encompass operational risks, internal control risks, external risks, information technology risks etc.

xiv) CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. UP Mathur, Independent Director.

The other Members of the CSR Committee are Mr. AT Rajan, Managing Director and CEO and Mr. RK Pandey, Director.

A detailed CSR Policy has been framed which is placed on the website of the Company.

The CSR activity(ies) are in accordance with Schedule VII of the Companies Act 2013 and the Company’s CSR Policy.

Details of the CSR activities as required under Section 135 of the Companies Act 2013 and the Rules framed there under are given in the CSR Report as Annexure 'G’ of the Directors Report.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company www.ricoh.co.in at the link https://ricoh.co.in/about/investors/policies/Corporate Social Responsibility Policy.

The Company’s commitment towards social responsibility is woven into its Corporate DNA, which has always been part of the Ricoh way the foundation of all of our business activities. The Ricoh way constitutes the basis of all Corporate activities of the Ricoh Group. It comprises of Founding Principles (Love Your Neighbor, Love Your Country, Love Your Work or The Spirit of Three Loves). Our CSR focuses inter-alia on using our capabilities as a business to improve lives and sustain our planet through contributions to local communities and society at large. In other words, to fully realize our potential as a global organization to make a better world through new value creation and innovation.

To grow as a respected enterprise, the Ricoh Group must fully discharge its CSR from a consistent global perspective and throughout every aspect of its operations. In the context of the above, Ricoh India Limited would like to communicate its position as a member of the community and establish for both internal and external stakeholders, its philosophy, guiding principles and areas of focus that it would as an organization seek to promote in the arena of CSR.

Our CSR model is broadly divided into two parts: activities that respond to our fundamental obligation to society, and value-creating activities that have synergy with our growth strategy. These two pillars support and strengthen our corporate value.

By embedding value-creating CSR activities into our core business processes, we make the most of our talents and resources - technologies, products, services and employees to help solve social issues while simultaneously fostering the growth of the Ricoh Group.

Drawing from its vision and mission statement, through CSR, Ricoh seeks to proactively engage with society by working with communities to improve their well-being in a compassionate and sensitive manner.

The Company will focus primarily on the following three programmes:

1. Harmony with Society - Community Development / Welfare of the Society

2. Raising the Next Generation - Education and Skills Development

3. Harmony with Environment-Sustainable Environment Management

Further, the Company apart from the above mentioned programmes may also participate into any other activity(ies) as stipulated under Schedule VII of the Companies Act 2013.

xv) ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors.

The detailed manner in which formal annual evaluation has been made by the Board has been mentioned in the Corporate Governance Report which is part of this report.

xvi) SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors held a Meeting on 14 March 2016 without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at the meeting. The following issues were discussed in detail:

I) Reviewed the performance of non-independent directors and the Board as a whole;

II) Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

III) Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

xvii) DEPOSITS

During the period under review, the Company has not accepted or invited any deposits from the public.

xviii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

As a result of the falsification of accounts referred to above the Company is working with a number of regulatory authorities. The Company has no reason to believe that any liabilities will arise out of its cooperation with any investigation by such authorities and hence no provision is included in the accounts at 31 March 2016.

xix) ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

As detailed elsewhere in this Annual Report, the Internal Financial Controls have not been adequate to address the falsification, misstatement and errors in the historic Financial Statements. The position of Head of Internal Audit is currently vacant. A new Internal Audit team will be established with a clear reporting line to the Audit Committee to ensure that our processes and controls are adhered to and continuously improved.

HUMAN RESOURCE

At Ricoh, Human Resource Development is considered vital for effective implementation of Business Plans, Constant endeavours are being made to offer professional growth opportunities and recognition, apart from imparting training to employees.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all stakeholders and business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers and bankers for the continued support given by them to the Company and their confidence reposed in management.

For and on Behalf of the Board of Directors

Ian Winham

Chairman

Dated: 25 November 2016 AT Rajan U. P. Mathur R. K. Pandey

Place: New Delhi Managing Director & CEO Director Director