Your Directors have pleasure in presenting the 33rd Annual Report together
with the Audited Statement of Accounts for the year ended on 31st March, 2023.
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 |
|
31.03.2023 |
31.03.2022 |
| Total Revenue |
29,71,962.43 |
8,23,66,722.88 |
| Total Expenses |
29,45,918.96 |
8,17,29,084.55 |
| Profit/(Loss) before Depreciation and Tax (PBT) |
26,043 |
6,37,638 |
| Less: Depreciation |
0.00 |
0.00 |
| Profit/(Loss) before Tax |
26,043 |
6,37,638 |
| Less: Provision for taxation |
(54,750) |
1,14,990 |
| Profit/(Loss) after Tax (PAT) |
80,794 |
5,22,648 |
| EPS (Basic) |
0.01 |
0 .07 |
| Diluted |
0.01 |
0 .07 |
STATE OF THE COMPANYS 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 2022-23
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 SUB-SECTION (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, 2023 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:
| DIN |
NAME |
DATE |
APPOINTMENT/CESSATION |
| 09463704 |
Mr. Bharat Yadav |
02/03/2023 |
Cessation |
| 07385171 |
*Mr. Gyan Singh |
02/03/2023 |
Appointment |
* Mr Gyan Singh was appointed as Additional Director in the category of Non-Executive
Independent in a duly held board meeting held on 02/03/2023 and is appointment is subject
to regularization by the Shareholders in the ensuing Annual General Meeting .
Mr. Shashwat Agarwal (DIN: 00122799) 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.
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
judgements 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 & AUDITORS REPORT:
In the previous Annual general Meeting, 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 2021-2022 till the conclusion of AGM to be held in year 2027.
The auditors 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 AUDITORS 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, Practising
Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the
Financial Year 2022-23. The Secretarial Audit Report for financial year 2022-23 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 arms 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 arms 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 Companys 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 |
During the year Mr. Bharat Yadav resigned as from his directorship in the company w.e.f
02.03.2023 and Mr. Gyan Singh was appointed as Non-Executive- Independent Director on
02.03.2023 and was also appointed as member of the Audit committee.
The Committee met four times during the year on 27/05/2022, 05/08/2022, 11/11/2022 and
01/02/2023 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 |
During the year Mr. Bharat Yadav resigned as from his directorship in the company w.e.f
02.03.2023 and Mr. Gyan Singh was appointed as Non-Executive- Independent Director on
02.03.2023 and was also appointed as member of the Stakeholder Relationship committee.
The Committee has met once during the year on 05/08/2022, 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 |
During the year Mr. Bharat Yadav resigned as from his directorship in the company w.e.f
02.03.2023 and Mr. Gyan Singh was appointed as Non-Executive- Independent Director on
02.03.2023 and was also appointed as member of the Nomination and Remuneration Committee.
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 02/03/2023 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
Companys 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:
Five 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:
27/05/2022, 05/08/2022, 11/11/2022, 01/02/2023, 02/03/2023.
| Director |
Designation |
No. of Board Meeting held |
No. of Board Meeting attended |
Last AGM Attendanc e (Yes/No) |
No. of Member ships in Boards of other public Co.s |
| SHASHWAT AGARWAL |
Executive Director, MD |
5 |
5 |
Yes |
2 |
| RAJEEV AGARWAL |
Whole Time Director |
5 |
5 |
No |
1 |
| SANJAY GUPTA |
Whole Time Director |
5 |
5 |
Yes |
2 |
| DHRUPESH KUMAR SHAH |
Non-Executive - Independent Director |
5 |
5 |
Yes |
0 |
| KAVITA AWASTHI |
Non-Executive - Independent Director |
5 |
5 |
Yes |
2 |
| GYAN SINGH |
Non-Executive - Independent Director |
5 |
0 |
No |
2 |
| BHARAT YADAV |
Non-Executive - Independent Director |
5 |
4 |
No |
0 |
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 Companys shares and prohibits
the purchase or sale of Companys 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
Companys 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. |
The Median Remuneration of Employees is Rs. 2,88,000 per year. Mr. Shashwat Agarwal is
drawing remuneration of Rs. 11,25,000 which is 3.90 times the Median Remuneration of the
employees. Mr. Sanjay Gupta is drawing remuneration of Rs. 4,32,000 which is 1.5 times the
median remuneration. |
| 2 |
Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the
financial year. |
Percentage increase in remuneration of: |
|
|
a) Directors:- N/A |
|
|
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, 2023. |
| 5 |
Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year i.e. 2021-2022 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 Directors Report for the year ended 31st March,
2023 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 02th March, 2023, 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 equipments: - 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 ata 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.]
In the last day of the previous Financial Year our share capital could not be exceeding
Rs 10 Crore and Net worth could not exceed Rs 25 Crore 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 companys operations in future:
There were no such order passed by the Regulations or Courts or Tribunals which may
impact the going concern status and companys 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 onetime
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 2022-23 and hence no
complaint is outstanding as on 31.03.2023 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 Companys Company Secretary &
Compliance Officer, the contact particulars of whom are contained in the Report.
Registration of Independent directors with independent directors 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 Directors 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 2022-2023 As Compared To F.Y 2021-2022
| Ratio |
F.Y 2022-2023 |
F.Y 2021-2022 |
Explaination |
| Current Ratio |
1.55 |
1.55 |
NA |
| Debt-Credit Ratio |
NA |
NA |
NA |
| Debt Service Coverage Ratio |
NA |
NA |
NA |
| Return of Equity Ratio |
0.00 |
0.01 |
NA |
| Inventory Turnover Ratio |
0.06 |
246.88 |
The company did not conduct the business of Shares resulting in decline
in ratio |
| Trade Receivable Ratio |
NA |
1.74 |
converted credit sales into cash relatively quickly. |
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: 01.08.2023 |
M.D. |
Whole Time Director |
| Place: Kanpur |
DIN: 00122799 |
DIN: 00122877 |
+91-9892691696
