Rich Universe Network Ltd Directors Report.

Your Directors have pleasure in presenting the 29th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2019.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review alongwith figures for the previous year are as follows:

Amount in (Rs.)

PARTICULARS

FINANCIAL YEAR ENDED

31.03.2019 31.03.2018
Total Revenue 25733686.63 24973775.12
Total Expenses 25651125.62 24839044.13
Profit before Depreciation and Tax (PBT) 86427.01 137155.99
Less: Depreciation 3866.00 2425.00
Profit before Tax 82561.01 134730.99
Less: Provision for taxation 10930.00 22330.00
Profit after Tax (PAT) 71631.01 112400.99
EPS (Basic) 0.01 0.02
Diluted 0.01 0.02

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, the Board of Directors does not recommend any dividend.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans or guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

STATE OF THE COMPANYS AFFAIRS AND NATURE OF BUSINESS:

Your Directors are to report that the companys sale turnover during the year under review has increased to Rs. 1,83,14,869.62 from Rs. 1,75,62,245.59 during the previous financial year. The Profit before depreciation & tax during the year has decreased to Rs. 86,427.01 as against profit of Rs. 1,37,155.99 in the previous year. The Profit after Tax has also decreased similarly to Rs. 71,631.01 as against profit of Rs. 1,12,400.99 of the previous year. Further, there has been no change in nature of business of the Company during the year.

TRANSFER TO RESERVES:

The Company earned Net Profit of Rs. 71,631.01 during the Financial Year 2018-19 and this amount has been transferred to Reserve and Surplus Account during the Year.

MATERIAL CHANGES AND COMMITEMENTS:

There have been no material changes and commitments during the year.

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:

Mr. Sanjay Gupta (DIN: 00335369) retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment in the ensuing Annual General Meeting.

Mr. Rajeev Agarwal (DIN: 00122877), who was liable to retire by rotation, had been reappointed at last Annual General Meeting held in the year 2018.

The Board of Directors confirmed re-appointment of Mr. Shashwat Agarwal (DIN: 00122799) as Chairman and Managing Director for further period of three years commencing from April 1, 2019 to March 31, 2022, his tenure was liable to expire on March 31, 2019, his re-appointment was made by the Board subject to approval of the Members of the Company at their ensuing Annual General Meeting, which is now being sent to Members for their approval.

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:

There have been no changes in Key Managerial Personnel(s) during the financial year 201819 except resignation of Ms. Disha Bajpai from the post of Company Secretary w.e.f. 15th October, 2018 and re-appointment of Mr. Shashwat Agarwal as Chairman and Managing Director whose tenure was liable to expire on 31st March, 2019.

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 readwith 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:

The Members of the Company at their Annual General Meeting held in the year 2017 approved appointment of M/s Vibhor Agarwal & Associates, Chartered Accountants as Statutory Auditor of the Company for 5 years until the conclusion of 32nd Annual General Meeting to be held in the year 2022 subject to ratification at each and every intervening Annual General Meeting of the Company. The Board has recommended ratification of reappointment of M/s Vibhor Agarwal & Associates, Chartered Accountants, as statutory auditors of the Company until the conclusion of next 30th Annual General Meeting to be held in the year 2020. In this connection, the attention of the Members is invited for approval of Item No. 3 of the Notice, for ratification of re-appointment of Statutory Auditors.

The Company has received a letter from statutory auditors to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment

The auditors report does not contain any qualifrcations, 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 had appointed Ms. Neha Jain, Practising Company Secretary, Kanpur to undertake the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report for financial year 2018-19 is annexed, which forms part of this report as Annexure-A. The Board discussed remark given by Secretarial Auditor and noted that since the website of the company was under process of periodic maintenance, therefore, all its contents could not be verified by Secretarial Auditor, henceforth, she has given this remark though later on after updating website, she has found it proper and according to provisions of the Act and SEB1 Regulations.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year 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.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no Subsidiaries, Joint Ventures or Associate Companies.

DISCLOSURES:

Audit Committee:

The Audit Committee comprises of Independent Directors namely Mr. Dhrupesh Kumar Shah, Mrs. Kavita Awasthi, Mr. Saket Singh and Mr. Shashvvat Agarwal as Executive Director of the Company.

The Audit Committee 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. Four meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee:

The Committee has met four times during the year, the Committee overlook 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 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. The Nomination and Remuneration met four times during the year.

All above three Committees (Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee) were reconstituted during the year 2018-19 due to appointment and resignation of Directors of the Company.

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 behaviour, 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:

Ten meetings of the Board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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 Company 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:

The Corporate Social Responsibility Statement is not applicable on the Company.

Information Pursuant to Section 134 (3) of the Companies Act, 2013:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any, member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-C.

Independent Directors Meeting:

The Independent Directors met on 25th March, 2019, without the attendance of NonIndependent 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:- Mo 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.

1BI 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:

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report along with the Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Details of significant and material orders passed bv 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.

Disclosure under Sexual Harassment of Women:

The Company has Sexual Harassment Policy in place and available on the Companys website www.richuninet.com. During the year under review, there were no complaints from any of the employee. ,

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143, IF ANY: NIL/NOT APPLICABLE

MAINTENANCE OF COST RECORDS BY THE COMPANY:

The provision realting to maintenance of Cost Records by the Company is not applicable on the Company.

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

(Shashwat Agarwal) (Rajeev Agarwal)
Date: 27.08.2019 C.M.D. Whole Time Director
Place: Kanpur DIN:00122799 DIN:00122877