RICOH imagine. change. com NDIA uD 18% May 2016 Listing Department ‘The Stock Exchange, Mumbai Phiraze Jeejeebhoy Tower Dalal Strect, ‘Mumbai - 400 001 ‘Sub: OUTCOME OF THE ADJOURNED MEETING OF THE BOARD OF DIRECTORS OF RICOH LIMITED, SCRIP CODE -517496 HELD ‘TODAY, WEDNESDAY THE 18 MAY 2016 | Dear Sir, ‘This has reference to our letter dated 17% May 2016 (copy enclosed) We wish to inform your good office that the Board of Directors of the Company in their meeting held today have considered and approved the ‘Unaudited Financial Results for the Quarter ended 30% September 2015. Enclose find herewith, scanned copy of the Unaudited Financial Results for the Quarter ended 30% September 2015 and Limited Review Report of the Statutory Auditors of he Company. ‘Thelabove is for your ‘ind information and record please. Yours Faithfully For RICOH INDIA LIMITED For Ricoh india Rr Rojan Manish Sebgal sanaying Direct! 5 Company Secretary Ta Regd Of 9018 Fo Aen Sta, MID Cts Rod. New Marl Telephone Boom Sou0 ngs, MD, Ade xt Mt -400068 aaa ndsRICOH imagine. change. 170 May 2016 Listing Department ‘The Stock Bxchange Mumbai Phiroze Jeejeebhoy Tower Dalal Street, Mumbai - 400 001 Sub: OUTCOME OF THE MEETING OF THE BOARD OF DIRECTORS OF RICOH INDIA LIMITED, SCRIP_CODE 517496 HELD TODAY, ‘TUESDAY THE 17" MAY 2016 Dear Sir, ‘We wish to inform yor good office thatthe meeting ofthe Board of Directors of the Company wos convened today to dlacuse the unaudited Gnancial Statements forthe half year and quarter ended September 30, 2016, Considering the recent events, as were also disclosed to the Bombay Stock Exchange earlier, Here were prolonged discussione and the meeting was protracted and hence could ‘not be concluded ‘til late evening today. Kecordingly, the meting was adjourned and will be reconvened tomorrow ive, on May 18, 2016 (Wednesday) ‘The above is for your kind information and record please ee ee ; whe oe ones Company Secretary é DS oa. 0, Fo, AS MC Cn Rot eri Tepe From] £9 hg DC, Ane a, Ml -20 00, ssaRICOHNotes to Accounts: 1 ‘Subject to the cbservations below, the nancial resis have been prepared accordance wth the Generally Accepted Accounting Principles in India the Accounting Stendards specified under secion 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accouns) Rule, 2014 andthe relevant provisions ofthe Act. In November 2016 ala meeting withthe Audt Committee, prior to the competion oftheir limited review of financial results relating to quarter and 6 months ended 30 September 2015, BS R& Co LLP (BSR), the statutory auditors made certain observations which indicated that furtner procedures and investigations were required in respect of mary ‘transactions before could be opined that the aft unaudited fnancial results are free of ‘material misstatements and that they had been prepared and presented in accordance wth applicable accounting standards and in accordance with the requirements of clause 14 ofthe listing agreement, In view ofthe above, the Company didnot adopt the aforesaid financial results and k through fs Auctt Commitee appointed M/s S.S Kothari & Mehta ‘another aut fm to conduct a review of the observations of BSR as per Agreed upon Procedures. The report of M's 8.8 Kothari & Mehta was inconclusive and needed futher invetigtion, Henao, unauelted financial results could not be finalized. “The Ausit Commies, thereafter, appointed Shardui Ararchand Mangaldas & Co, ‘SAM & Co’) as independent legal counsel, end the said law frm appointed Mis PricenaterhouseCocpers Private Limited PwC") for conducting a forensic review of the Company’ accounts: () To identity whether the nancial statements, ané thereby the Lunderying books of account. ofthe Company have been misstated or misrepresented (i) To quantify the exten! of misstatement and! or mistepresentation including the personnel and enti invelved (i) To identify the modus operandi ofthe alleged wrong doings and ‘eonomic rtlonale fer transactions leading to wrong doings, tothe extent possible (w) To ‘assess whether there was personal profiteering by the Company personnel, The period of PWC review was lntedto 1 Apri 2016 to 30 September 2016. ‘On March 29,2016 the Board of Directors rected () Mr. Manoj Kumar, Managing Director ‘& Chief Executive Cicer (i) Mr. Anil Sain, Senior Vice President and Chief Operating Officer and (i) Mr. Arvind Singhal, Chief Financial Officer to go on “pa” leave with effoct ‘rom 30" Maren, 2016 til further instructions; to facltate the free and fair forensic review, Mr, Manoj Kumar resigned from the Board of Directors on Api 2, 2016 and ceased to be ‘a Managing Director. He is serving his notice period of six months. PwC's report contains only their preliminary findings and specially states that futher procedures were recired covering more comprehensive information and further analysis electronic documents and laa extracted rom vatious devices and cetan unprocessed Information. The peiminary findings in PwC Report Inter alla incicate that unsupported Cut of books’ adjustnants ere mad to the net sales, expenses, assets and lablis, in ‘order to report higher profs or to cover previously unreported losses; revenue was eco‘ded based on crdars in hand or on voicing without dispatchdelivery of goods which ‘ay not be in confomity wth company’s accounting policies on revenue recognition; very10. 1 43. substantive back to back purity / ses Wansactions with no / minimal value adon; unsupported and beckdated transactions recorded in the books of accounts; newus ‘between the key menagerial personnel, vendors and customers of the company; and ‘cates of seme customere having bogus adlérssses and in case of some vendors and Customer’ undue favor of payment and other arrangements having been given and sale ‘of non-existing products. Their report was submitted to SAM & Co, and the Ault Committee at a meeting ofthe Aut Commitee held on 20 Apri 2016. “The Aust Commitee members were briefed onthe outcome ofthe forensic investigation ‘on Apri 20, 2016 ard immediate disclosure of findings of PwC indieating wrongdoing, Were submited by the Audit Commitee to the Bombay Stock Exchange (‘BSE’), the ‘Securities and Exchange Board of India (SEB!) and the Ministry of Corporate Afars on ‘Api 20, 2018. The BSE disclosure constitutes a qualifying statement forthe financial ‘esl, In eter to SEBI, the Company has requested SEB! to conduct an investigation to ascertain ifthe incorrect nancial statements had any impact on the secures market ‘and the investors, ariculary under the Secures and Exchange Board of India (Prohibition of Ineder Trading) Regulatons, 2016 and the Secures and Exchange Board of India (Prohibition f Fraudulent and Unfar Trade Practices relatng to the Securties Market) Regulations, 2003, “The disclosure made by the Audit Committee tothe BSE on 20° Apri, 2018, amongst ‘others, state that based on the review of the pralminary findings of PwC forthe two ‘quarters ie. 1 Api, 2015 to 30” September, 2015, the Audit Committee and the Board ‘Were of opinion that fe books of accaunt and oer relevant books, papers and financial statement fr the quater ended 30° June, 2015 and 30” September, 2015 do not reflect tue and fair view af he state of affairs ofthe Company. “The Company is investigating the extent of deviations fom true and fair view and alo the reasons forthe same, including but not ited t, internal conirol issues, complacency of ‘arian employees ard suspicions of fraud. Investigations are ongoing andthe financial results are based on current avaiable Information. Revisions inthe financial results may be required based or the outcome ofthe investigations. “The PWC report as well as communications of the Company withthe regulators were provided to B S R on 3 May 2016, Thereafter, the Company has received Form ADT = 4 Tegarding reporting f suspected offence invoving aud tothe Central Government from BS Ron$ May 20168 required by Rule 13(12(a of the Companies (Audt and Aucltors) Rules, 2014, The management's inthe process of providing Its response thereto, (On May 12, 2016 the Company has fled a erminal complaint against certain employees vith the Deli Police ‘The companys contnuing dectors are doing thelr utmost inthe interest of the company ‘and ts shareholders ‘The management also noted that there was certain ents recorded inthe books without appropriate justifications.44 The management has proceeded on the basis thatthe opening balances a8 at 1 Apri 2018 and those a8 a1 July 2015 are corecty stated but his assumption may be proved incorrect in which case the accounts as presented above may undergo consequential changes. 416. The Auctors of the Company have carried out the Linited review ofthe above unaucdted financial results forthe haf year ended on 30" September, 2015 in terms of the Clause 41 ofthe Listing Agreement. 16, Previous period's figures have been regrouped! reclassified 8s per the current peroa's presentation forthe purpose of comparability: 417, Ratios have been computed 38 follows: Debt Equlty Ratio = “otal Debt/ Net Wort Debt Service Coverage Ratio = Earrings before interest, tax! Interest +Princpal Repayment Interest Service Coverage Ratio arnings before interest, ta Interest For and on behalf of the Board of Ricoh India Limited Place: New Deli i Date: 18 May, 2016 Managing Director & CEO DIN: 07487988BSR &Co. LLP (Chareed Assountante seaguenrarey ace oa of Director of Rea India Limite “Independent Auditor's Revi report 1. We wes eagagal ovo the ceonpanyng stmt of uted nani es of Ris Insia Limit Cake Company’ forthe quarter and sx moths ended 30 Septmer 2015 Che ‘Staement) except forte ducts roping “Pube shehldng” ond “romote ad Promoter Group Sharaldng which ave ben uo! om distmes made ye menage fl have not boon views ty This semen the rsponsiy of th Company’ ‘tegmental ot approved ty the Board of Diets, Our esponsibity is 0 fbe 8 Feport ante Senet bused ur ve, 12 The ianial ssf the onthe 30 une 2015 whi rence in te es ir ‘hes onthe peedended 30 Sepanbee 2015 prods carer to 30 June 2015, at tin te ‘ccompanying Satenent were rvewedadied aie bythe ten suey airs of te | Company whee ope have been fried 0 ws Aten ivted to ces eng pa | then eaoerein large number of treguld sped det asa | JSisevtos have bse sunnarised Fate, stan sie tote which tates show “The managenent is recs ote tsi hatte opening blancs at Api 2015 ad thon rt Daly 205 ee cretly ted buh asamp may De proved inca which ese the celeste nove may undergo consequat Conquest, the oping aston, ances of | Api 2015 and ely 2018 ny ned sbsotve | |. We zou our ew in seordance with he Standard Review ngaganent (SRF) 2410, "Review af nr Fina infamatonprtrmed by th Ieper Ar of te Eat fanot ty he ns of Corre Asean of Ini. Thi tard recs hat we plan nd efor terri nesta ade nrrane ao wieder be Frail rest ae fe of ) Eee misttemor A reve i nied primary to utes of Company personne a {hyialproediner opi asia ata nd ths povides les srancs tha nai We Five mt prfomed a sctao accondingly,wedo wot ens bacon, 4 tention is invitee 110 16 ofthe aca sus ih ta large ber fieplries ‘tn spect edo vanncton bertions rng fom ow reve poole allowed {seein yr eet mgm ascent we a = Themsumption pring cores fepning nlanes mt 1 Api 205 aa aly 215 nay fe poe toe incest whieh nse he Hoc ess presented above ay deg state Shanges ele 14, [As pr the mangement, te bok of count and ote eleva hoks, prs and ani Steen forth guar ended 30 go 2015 snd 30 Sepember 2015 do motel tread {avi of teste fas ofthe Compan. (fer ton 8BSRACUP “he fangs fon review proselues, those of the dependent invesigtions ad of te Inueaperet (ee ot 1H 14) date alge numberof ireglres ant suspects ft ranacns ona aes In para: + unsppotatoftooks amen dete nese, expense, asd lilt, Inde trp hiper piso to cover povsyuropre loses, + revenue wat ode son ons ind Fo noicing witout dlr, Urged Revenue resgnton i eget of comport conte as of he bss of Invcng wba at esnton of inkage vith perormane a er ems ofthe cota. ‘Those ny note cofoity with general eeped accounting psp das + very suhanin bck to isk urcaser ad ales ransactos/ rendering oF esp ‘rvs to cise! vendor having no msiel va ation inching wth se avin lose cantons possible soni fits + nconitin prod ricing wih market tes; 1+ unsupported apactions eon nthe books of acount + nese stnenhen Key manga penne emplyes, ven and esomar ofthe company 1 cae of some ster having non rab bese / ving ued aca; + incase of some vendorsand aslo’ une fvour of payment and ter rangement ving bang and sale of on ening rics nd “cain enies econ inthe bk of cunt witout appropri jtietion prope ‘Sopporing doses 5. Inrelton ou evi rocotues pring sis od purchases, we have not een ovis ‘ahs exlnten infermation deomenttion Shes ocumntaton and vl of information contained ia ester evan foe ‘eligi of seletan ecopance of easter, aging ced limit th, terms anon ofthe vendor custome coat for ile and purchase of god neers = caren’ sig or movement of gods, rot of diery (POD) and customer shnowleigements ee; inten of goods paras sd «periodic attatv esoniliton of gods puch: on secodingf ern purchase invoices a comesponing ee ees;econlian of ustomers ubedgers with Geer lege and ‘ocooaion of sland purchase with the satura Crain arg vines anes of stoner an veodors have not bon recoil Inthe hence of eerie supporting dcemettion fronton / conirnaton by the ncerel poy, eae wale toe whee adequate rovson astnen hereto as tren made nor view, hc itera conte both operating and racial inading information techology cone ree conidrble arengrhening. In paral, sono ove Iminenance of bck of acount, rope soparting Joametation ea ooh review. ‘Aton invite to egent los made i he foal ess Sse othe sents itestfed ovng oe yearend March 215, Wehve nt been vied wi jsf! ele analyse fo even asd disease of such sxpens.Consaqeety, we ae Umble to comment a to wheter the segments alas ae In compliane wid the ‘owed of ecuntng Sanda 17 Segment opting? specified under Section 13 oF ‘he Conpanies Ae 2013, Alton sini to nt 7 tht he Company es request Series Bxchnge Bow of Indi a condct mn Invetgaton to sera fhe incorrect nancial eens ay ingest on te svits miet andthe Investor, parol unde the Scan ant nchange Bonen Probition flisdr Tring) Reglstons, 215 nth Sears fn Exchange Bowl of Ini Prohibition of Fault and Unf Trade Paces reaing {ibe Soouro Narke Regan, 2003 Pain th cond of such investptn any. ‘nears anal sone on ipa onthe anil eu fr he uate Hl year ‘héed 30 Speer 2015 Base the inl obervaions noted ring the review of tho fanless ad iss lg in threliminary finding, we Have ade he eesary repr cn 5 May 26 fo he Avdt Comrie eid by Roe 1124) of he Companies (Not an Autos) utes, 201 os aended ty te Chnpanes (AI sn Audits) Ament Rus 215) Ping sponte Compa, ete wae comet on he api te pera, Theralus open the pron valved nd the consequential npc on he ancl ess forthe unter aos not ended 30 Satter 2013, Ate envied to te 9 assrting which he Company is invesiting te extent of devintns fom tad fi view sds thereon or tesa, iting hat tinted fo infaal contol ise, complacency of cetin employees and supioas of fu Investigations weenging te nae reteare based neorent avalible invormtcn, 1a view oft it sh th avstigtion ar oneing and because of subst ste of the ‘ler deserted in parapranie 480 IT above, we are sable any te pst of tes fovea to these fancier and ondule Wiehe the ing concer ‘Spee apron oraBenaceup ‘Because of the very stn ntir digcaoe fhe tes described in prgrphs 20 12 tore and besos thtation on work perored bys we uve nt ee bet nme suas oto whether te ccrmparying trated anc rests as ben prepared rnc wth th tpl accounting str an ter recopizd occouring paces ant Poe ort the unaed fiancee ae fe fatal misatement oe ate wheter be fun! anil rest are presented aceardace wh he rogues of Case 41 of ie isting Apeemeat ForBSR& Co.LLP (Chortred teats ‘ion eptation umber: 01248 W7W100022 or Vitra Adv Pater Mambeship Number: 091765 Pie: Gurgson Dries 16 2016