Your Directors have pleasure in presenting the 34th Annual Report together
with the Audited Statement of Accounts for the year ended on 31stMarch, 2024.
FINANCIAL RESULTS:
Financial Results of the Company for the year under review along with figures for the
previous year are as follows:
Amount in (Rs.)
PARTICULARS |
FINANCIAL YEAR ENDED |
|
31.03.2024 |
31.03.2023 |
Total Revenue |
15,06,326 |
29,71,962 |
Total Expenses |
23,85,093 |
29,45,919 |
Profit/(Loss) before Depreciation and Tax (PBT) |
(8,78,767) |
26,043 |
Less: Depreciation |
0.00 |
0.00 |
Profit/(Loss) before Tax |
(8,78,767) |
26,043 |
Less: Provision for taxation |
0.00 |
(54,750) |
Profit/(Loss) after Tax (PAT) |
(8,78,767) |
80,794 |
EPS (Basic) |
(0.12) |
0.01 |
Diluted |
(0.12) |
0.01 |
STATE OF THE COMPANY'S AFFAIRS AND NATURE OF BUSINESS:
During the year under review, the Company has not changed any of its nature of business
and is involved in financial services.
DEPOSITS:
The Company has not accepted any deposit from public/shareholders in accordance with
Section 73 & 76 of the Companies Act, 2013 and, as such, no amount on account of
principal or interest on public deposits was outstanding on the date of the Balance Sheet.
DIVIDEND:
In order to conserve the resources of the Company and for future expansion and growth
of the company, the Board of Directors does not recommend any dividend for the F.Y 2023-24
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the particulars of loans or guarantees and investments
covered under the provisions of Section 186 of the Companies Act, 2013 if any, have been
disclosed in the financial statements.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143,
IF ANY:
There were no frauds reported by the auditors during the financial year in purview.
MAINTENANCE OF COST RECORDS BY THE COMPANY:
The provision relating to maintenance of Cost Records by the Company is not applicable
on the Company.
TRANSFER TO RESERVES:
During the year Company has not transferred any amount to any special Reserve.
MATERIAL CHANGES AND COMMITEMENTS:
There were no material changes and commitments affecting the financial position of the
Company during the period 1st April, 2024 to the date of Directors' Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Auditors is subject
to provisions of the Companies Act, 2013 and rules made thereunder. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board and to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Directors: During the year there were
the following changes in the directorship of the company:
• Mr. Rajeev Agarwal (DIN: 00122877) retires by rotation in the ensuing
Annual General Meeting and being eligible offers himself for re-appointment. The Directors
recommend his re-appointment in the ensuing Annual General Meeting.
• The Nomination and Remuneration Committee recommends the appointment of
Mr. Yugank Gadi as the Non-Executive Independent Director of the Company to fill the
vacancy that would occur by the expiration of tenure of Mr. Dhrupesh Kumar Shah on
29.09.2024 as he has already completed his 2 term and cannot be re-appointed for a further
term.
Declaration by the Independent Directors of the Company:
Your Company has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the circumstances from last Financial
Year which may affect their status as Independent Director during the year.
As required under Regulation 36 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the particulars of the
Directors proposed for appointment/re-appointment has been given in the Notice of the
Annual General Meeting.
Key Managerial Personnel:
During the year there were no changes in Key Managerial Personnel.
Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Companies Act,
2013 read with rules made thereunder and under Regulation 16 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed by the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, state the following:
a. that in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b. that directors have selected such accounting policies and applied
consistently and 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 at the end of the financial year
and of the profit of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down such internal financial controls that are
adequate and operating effectively;
f. The Directors have devised systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITOR'S REPORT:
M/s Srivastava S & Co. Chartered Accountants (lCAI Firm Registration No. 015187C)
were appointed as Statutory Auditors of the Company to hold office for a period of 5 years
from the Annual General Meeting (AGM) held for the F.Y 2022-2023 till the conclusion of
AGM to be held in year 2027.
The auditor's report does not contain any qualifications, reservations or adverse
remarks and Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore, do not call for any comments under Section 134 of the
Companies Act, 2013.
SECRETARIAL AUDITOR'S REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company has appointed M/s V. Agnihotri & Associates, Practicing
Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the
Financial Year 2023-24. The Secretarial Audit Report for financial year 2023-24 is
annexed, which forms part of this report as Annexure-A.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year if any,
were on arm's length basis and were in the ordinary course of the business. Further, there
were no materially significant with the related party transactions during the year made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons. Since, there were no material contracts/arrangements made during the year, and
all such contracts/arrangements were made in ordinary course of business and at arm's
length basis and details of such transactions have been given in financial statements of
the Company and this fact has been mentioned in attached Annexure-B in FORM AOC-2. Details
of all such contracts/arrangements are available for inspection at the Registered Office
of the Company till ensuing Annual General Meeting and if any, member is interested in
inspecting the same, such member may write to the Company Secretary in advance.
CODE OF CONDUCT:
All the Members of the Board and all the employees of the Company have followed the
policy of Code of Conduct in the course of day-to-day business operations of the Company.
The Code has been placed on the Company's website www.richuninet.com. The Code lays down
the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS 1) and General Meetings (SS 2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
No company has become or ceased to be its Subsidiaries, Joint Venture or Associate
Company, during the financial year under review.
DISCLOSURES:
Audit Committee:
The Audit Committee comprises of the following Directors :
DIN |
NAME |
DESIGNATION |
CATEGORY |
02883598 |
Mr. Dhrupesh Kumar Shah |
Chairman |
Independent Director |
03106803 |
Mrs. Kavita Awasthi |
Member |
Independent Director |
07385171 |
Mr. Gyan Singh |
Member |
Independent Director |
00122799 |
Mr. Shashwat Agarwal |
Member |
Executive Director |
The Committee met four times during the year on 30/05/2023, 01/08/2023, 09/11/2023 and
15/01/2024 and played an important role during the year. It coordinated with the Statutory
Auditors, Internal Auditors and other key Managerial Personnel of the Company and has
rendered guidance in the areas of internal audit and control, finance and accounts.
All the recommendations made by the Audit Committee were accepted by the Board.
Stakeholders Relationship Committee:
The Stakeholder Relationship Committee comprises of the following directors:
DIN |
NAME |
DESIGNATION |
CATEGORY |
03106803 |
Mrs. Kavita Awasthi |
Chairman |
Independent Director |
02883598 |
Mr. Dhrupesh Kumar Shah |
Member |
Independent Director |
07385171 |
Mr. Gyan Singh |
Member |
Independent Director |
The Committee has met twice during the year on 01/08/2023 and 15.03.2024 the Committee
supervised the usual requests received for Dematerialization, transfer/transmission of
shares and resolved or answered the complaints of members.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of the following directors:
DIN |
NAME |
DESIGNATION |
CATEGORY |
02883598 |
Mr. Dhrupesh Kumar Shah |
Chairman |
Independent Director |
03106803 |
Mrs. Kavita Awasthi |
Member |
Independent Director |
07385171 |
Mr. Gyan Singh |
Member |
Independent Director |
The Nomination and Remuneration Committee recommends to the Board the suitability of
candidates for appointment as Key Managerial Personnel, Directors and the remuneration
packages payable to them and other employees and their evaluation as well. The Nomination
and Remuneration committee met on 01.12.2023 and 15.01.2024 during the year.
Vigil Mechanism / Whistle Blower Policy:
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The Company has established a vigil mechanism to be known as the
‘Whistle Blower Policy' for its directors and employees, to report instances of
unethical behavior, actual or suspected, fraud or violation of the Company's Code of
Conduct. The aim of the policy is to provide adequate safeguards against victimization of
whistle blower who avails of the mechanism and also provide direct access to the Chairman
of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy' has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Ethics. The
purpose of this policy is to provide a framework to promote responsible and secure whistle
blowing. It protects employees willing to raise a concern about serious irregularities
within the Company.
Number of Meetings of the Board:
Six meetings of the Board were held during the year. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013. The dates are as
follows: 30.05.2023, 01.08.2023, 09.11.2023, 01.12.2023, 15.01.2024,15.03.2024.
Director |
Designation |
No. of Board Meeting held |
No. of Board Meeting attended |
Last AGM Attendance (Yes/No) |
No. of Members hips in Boards of other public Co.'s |
SHASHWAT AGARWAL |
Executive Director, MD |
6 |
6 |
Yes |
2 |
RAJEEV AGARWAL |
Whole Time Director |
6 |
6 |
No |
1 |
*SANJAY GUPTA |
Whole Time Director |
3 |
3 |
Yes |
2 |
DHRUPESH KUMAR SHAH |
Non-Executive - Independent Director |
6 |
6 |
Yes |
0 |
KAVITA AWASTHI |
Non-Executive - Independent Director |
6 |
6 |
Yes |
2 |
GYAN SINGH |
Non-Executive - Independent Director |
6 |
6 |
No |
2 |
*Mr. Sanjay Gupta resigned from the post of Whole Time Director with effect from
1.12.2023.
Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company's shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company.
The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.
Business Risk Management:
The main identified risks at the Company are business operating risks. Your Company has
established a comprehensive business risk management policy to ensure the risk to the
Company's continued existence as a going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by the Board of Directors
is implemented by the Company Management.
Corporate Social Responsibility Statement:
As the company does not fall under the eligibility criteria under section 135 of the
Companies Act, 2013 so there is no requirement of Corporate Social Responsibility
Statement.
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
Details pursuant to Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are as stated as under:-
S. No. Requirement of Rule 5(1) |
Disclosure |
1 The ratio of remuneration of each director to the median
remuneration of the employees for the financial year. |
Managing Director Mr. Shashwat Agarwal 5.51 Whole time
Director Rajeev Agarwal, 1.47 |
2 Percentage increase in remuneration of each director, CFO,
CEO, CS or Manager in the financial year. |
Percentage increase in remuneration of: |
|
a) Directors:- 4.16% |
|
b) MD:- N/A |
|
c) CFO:- N/A |
|
d) CEO:- N/A |
|
e) Company Secretary:-N/A |
3 The percentage increase/decrease in the median remuneration of
employees in the financial year. |
N/A |
4 The number of permanent employees on the rolls of the Company |
There were 2 employees on the rolls of the Company as on March 31,
2024. |
5 Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year i.e. 2023- 2024
and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration. |
N/A |
6 Affirmation that the remuneration is as per the remuneration
policy of the Company |
We affirm that the remuneration paid to employees and KMPs was
based on the Remuneration Policy. |
A) Details of every employee of the Company as required pursuant to Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:- Drawing
salary of 102 Lakhs or above for the Year, if employed throughout the year- NIL Drawing
salary of 8.5 Lakhs p/m or above for a month, if employed for part of the year- NIL
Drawing salary more than the salary of MD and having 2% stake in the Company- NIL
B) No Managing Director or Whole-Time Director of the Company is receiving any
commission from the Company as well as from the Holding Company or Subsidiary Company of
the Company.
Personnel
a) The employees of the Company continue to render their full co-operation and support
to the Management. The Directors wish to place on records their appreciation to all the
employees for their co-operation.
b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of the
companies (Appointment and remuneration of managerial personal) Rules, 2014 forming part
of the Director's Report for the year ended 31st March, 2024 is not required to be
furnished as no employees was employed for Rs.1,02,00,000/- or more per year or
Rs.8,50,000/- or more per month for any part of the Year.
Independent Directors Meeting:
The Independent Directors met on 15th March, 2024, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and 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.
Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information required under Section 134(3)(M) of the Companies Act, 2013 read with
Rule 8(3) of The Companies (Accounts) Rules, 2014 is as under: -
[A] CONSERVATION OF ENERGY
a) Energy Conservation Measures taken: The Company has taken all measures for
conservation of energy most economically.
b) The steps taken by the Company for utilizing alternate source of energy: - No such
steps have been taken by the Company.
c) The capital Investments on energy conservation equipment's: - No such investment has
been made by the Company
d) Impact of measures at (a) above for energy conservation: -These measures have led to
consumption of energy more economically.
[B] TECHNOLOGY ABSORPTION:
Since there is no manufacturing activity in the Company hence the information under
this heading is not applicable to the Company
Corporate Governance and Management Discussion and Analysis Report:
Pursuant to the provisions of Regulation 15 (2) which is stated hereunder:
“The compliance with the corporate governance provisions as specified in
regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24,[24A,] 25, 26, 27 and clauses (b) to (i)
[and (t)] of sub-regulation (2) of regulation46 and para C , D and E of Schedule V shall
not apply, in respect of
(a) listed entity having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year:
[Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t)
of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable
to a listed entity at a later date, it shall ensure compliance with the same within six
months from such date:]
[Provided further that once the above regulations become applicable to a listed entity,
they shall continue to remain applicable till such time the equity share capital or the
net-worth of such entity reduces and remains below the specified threshold for a period of
three consecutive financial years.]
On the last day of the previous Financial Year our share capital and Net worth didn't
exceed Rs 10 Crore and Rs 25 Crore respectively, therefore the clauses of Corporate
Governance is exempted for us however we have complied the provisions of Corporate
Governance as and when required for good corporate management practices.
Details of significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company's operations in future:
There were no such order passed by the Regulations or Courts or Tribunals which may
impact the going concern status and company's operations in future.
Details of application made or proceeding pending under Insolvency and Bankruptcy Code
2016
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
Details of difference between the amounts of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the banks or financial
institutions along with reason thereof
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institution.
Disclosure under Sexual Harassment of Women:
There were no complaints received during the financial year 2023-24 and hence no
complaint is outstanding as on 31.03.2024 for redressal. Further Company ensures that
there is a healthy and safe atmosphere for every women employee at the workplace and made
the necessary policies for safe and secure environment for women employee.
Share Registrar and Transfer Agent
Skyline Financial Services Private Limited is the Registrar & Transfer Agent for
the company registered at New Delhi and is registered with SEBI as R & TA. The contact
details of the same are mentioned at the beginning of the Report. The investors are kindly
requested to address their queries, if any, to the R & TA. However, in case of any
difficulties, they are always welcome to contact the Company's Company Secretary &
Compliance Officer, the contact particulars of whom are contained in the Report.
Registration of Independent directors with independent director's Databank
As per Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,
2019, all existing and upcoming independent directors are required to apply to Indian
Institute of Corporate Affairs (IICA) for inclusion of their names with the Independent
Directors Databank.
All the Independent Directors namely Mr. Dhrupesh Kumar Shah, Mrs. Kavita Awasthi and
Gyan Singh have registered themselves with the Independent Director's Databank.
The web address, where annual return referred to in sub-section (3) of section 92 has
been placed
The Annual Returns of the company for the previous financial years are available at
https://richuninet.com/investors/ for convenience of the shareholders
Key Financial Ratios For The F.Y 2023-2024 As Compared To F.Y 2022-2023
|
F.Y.23-24 |
F.Y. 22-23 |
(a) Current Ratio |
1.556 |
1.560 |
(b) Debt- Equity Ratio |
0.204 |
0.202 |
(c) Debt Service Coverage Ratio |
N.A. |
N.A. |
(d) Return on equity ratio |
-1.2% |
0.11% |
(e) Inventory Turnover Ratio |
4.80 |
10.18 |
(f) Net Capital Turnover Ratio |
2.23% |
4.35% |
Acknowledgements:
Your directors take this opportunity to extend their thanks to the customers, business,
partners, business associates and bankers of the Company for their continued support
during the year. The directors also sincerely acknowledge the dedication and commitment of
the employees of the company at all levels.
| FOR RICH UNIVERSE NETWORK LIMITED |
Sd/- |
Sd/- |
|
(Shashwat Agarwal) |
(Rajeev Agarwal) |
Date: 08.08.2024 |
M.D. |
Whole Time Director |
Place: Kanpur |
DIN: 00122799 |
DIN: 00122877 |