Richirich Inventures Ltd Directors Report.

To,

The Members of the Company,

The Directors present the Annual Report on the business and operations of your company for the year 2019-2020.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars 2019-20 2018-19
Income from Operations 15.85 19.55
Profit (Loss) before Extra-Ordinary Items (4.61) 0.94
Profit/(Loss) before depreciation (3.92) 0.53
Depreciation 0.69 0.44
Profits before Tax (4.61) 0.94
Provision for Income Tax current year 0.00 0.49
Excess provision of Tax Written back 0.05 0.13
Profit/(Loss) afterT ax (4.61) (0.40)
Balance Brought Forward (44.53) (44.26)
Balance Carried to Balance sheet (49.09) (44.53)

Note: The above figures are extracted from the standalone financial statements prepared in compliance with Indian Accounting Standards (IND AS).

Performance and the State of Company Affairs:

The company is taking various initiatives for new business. The Directors are exploring the business avenues in the field of Real Estate, and fund & Non-fund-based activities.

Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve.

Dividend:

In viewof brought forwarded losses the directors regret their inability to declare the dividend to conserve the resources.

Impact of Covid-19 pandemic:

The spread of COVID-19 pandemic affected activities of businesses across the globe. In many countries, includingIndia, there has been severe disruption to regular business operations due to lock-downs, disruptions in transportation, travel bans, quarantines, social distancing and such other emergency measures. In assessing the recoverability ofreceivables, inventories, loans and other financial assets, the Company has considered internal and external informationup to the date of approval of the financial statements. Considering the uncertainties involved in estimating the impactof this pandemic, the future impact of this pandemic may be different from those estimated as on the date of approvalof these financial statements.

Directors and Key Managerial Personnel:

Ms. Swati Bagh was appointed as Company Secretary and Compliance officer (KMP) of the Company hadresigned from the post of Company Secretary and Compliance officer (KMP) w.e.f. 30th November, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013. During the year there was no re-appointment of Independent Directors took place in the Company.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Listing on Stock Exchanges:

The Company shares are listed on BSE Limited.

Re-Appointment

As per the provision of Companies Act, 2013, Mr. Ashok Jain Holding DIN- 00094224) Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Nomination and Remuneration Policy and Other Details:

The Company has adopted a Nomination andRemuneration Policy for the Directors, KeyManagerial Personnel and other employees,pursuant to the provisions of the Act. The policy of theCompany on Directors appointment andremuneration including criteria for determiningqualification, positive attribute, independence ofdirector and other matters, as required under sub-section (3) of section 178 of the Companies Act 2013is available on Companys website at the link: www.richirichinventures.com.

There has been no change in the policy since last fiscalyear. We affirm that the remuneration paid to thedirectors is as per the terms laid out in the nominationand remuneration policy of the company.

There is no pecuniary relationship or transactionsbetween the Company and the non-executivedirectors other than sitting fees, commission, and reimbursement of expenses incurred by them, if any for thepurpose of attending meetings of the Company.

Auditors and Their Report:

Statutory Auditor:

M/s. H. Rajen& Co. (Merged with M/s. Agarwal Desai & shah) Chartered Accountants the Statutory auditors of the company have expressed their willingness to the effect that their re-appointment, Therefore members are requested to appoint M/s. H. Rajen & Co. (Merged with M/s. Agarwal Desai & shah), Chartered Accountants as auditors of the company.

The statement on impact of Audit Qualifications (for audit report with modified opinion submitted along with the Annual Audited Financial Results-Standalone) under Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016 as referred to in the Auditors Report along with the Management Views are self-explanatory and, therefore, do not call for any further comments.

Internal Auditor

M/s Danish Chowdhary& Associates, Chartered Accountants, is the Internal Auditor of the Company.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s M.S. Shanu Mata & Associates, Practicing Company Secretary, to undertake Secretarial Audit for the financial year ended March 31, 2020. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith and marked as ‘Annexure - B to this Report. The report is self-explanatory and does not call for any further comments except:

1. There were no Company Secretary were appointed in the Company from the date of resignation of Existing Company Secretary i.e. November 30, 2019 to the closing of financial year.

Reply: In this connection, the Board has explained that post resignation of existing Company Secretary due to her personal reason, the was in search of suitable candidate to fill the casual vacancy arises. As soon as the Company will find the proper candidate they shall appoint.

Further Post closing of Financial Year due to spread of COVID-19 pandemic affected availability of working professionals there has been severe disruption to find a suitable candidate due to lock-downs, disruptions in transportation,travel bans, quarantines, social distancing and such other emergency measures. Hence the Company does not found any suitable candidate for the post of Company Secretary yet.

Board evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including independent Directors covering various aspects of the Boards functioning s uch as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Related Party Transaction:

All transactions entered with Related Parties during the financial year were on an arms length basis and were in the ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions which entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

Corporate Governance:

Regulation 27 and Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

Number of Meetings of Board of Directors:

5 (Five) meetings of the Board of Directors of the Company were held during the year under review. Detailed information of the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Report.

Details of subsidiaries/joint ventures/associate companies:

During the year no company have become or ceasedto be its subsidiaries, joint ventures or associatecompanies.

Extract of Annual Return:

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as on March 31, 2020 forms part of this report as ‘Annexure -A. The Company has uploaded the Annual Return referred to in section 92(3), for the financial year ended March 31, 2020 on its website i.e. www.richirichrnventures.com.

Secretarial Standards:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Conservation of Energy, Technology Absorption and Foreign Exchange:

The information relating to conservation of Energy, Technology absorption and Foreign Exchangeearnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with the with Rule 8 of The Companies (Accounts) Rules, 2014 are Nil.

Remuneration Ratio and other Details ofDirectors / Key Managerial Personnel (KMP) /Employees:

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 Directors/ KMP of the Company are furnished in Annexure C.

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Social Responsibility:

The Company is not required to constitute aCorporate Social Responsibility Committee, as it doesnot fall within purview of Section 135(1) of theCompanies Act, 2013 and hence it is not required toformulate policy on corporate social responsibility.

Disclosures:

a. Committees of the Board

The Company has several committees, which have been established as part of best corporate governance practices and complywith the requirements of the relevant provisions of applicable laws and statutes.

b. Vigil Mechanism/Whistle Blower Policy

The Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy, if any. The Vigil Mechanism/ Whistle Blower Policy have also been uploaded on the website of the Company i.e. www.richirichinventures.com.

Directors Responsibility Statement:

Your Directors state that:

a) in the preparation of the annual accounts, theapplicable accounting standards have beenfollowed along with proper explanation relatingto material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended on March 31, 2020 and of the Profit/Loss of the Company for that period;

c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assetsof the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors had prepared the annual accountson a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and

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

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

Development and Implementation of Risk Management Policy:

The company has framed the Risk Management Policy which highlights the Companys practices and risk management framework for the identification and management of uncertainty. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Companys business and to ensure that the Board regularly reviews the risk management and oversight policies.

Internal Control and Systems:

The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Companys resources, accuracy in financial reporting and due comp liance of statutes and corporate policies and procedures.

Internal Audit is conducted periodically by a firm of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls. The adequacy of internal control systems is reviewed by the Audit Committee & Board in its periodical meetings.

Internal Financial Control System:

The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organizations risk managem ent with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system an d compliance to accounting policies and procedures followed by the Company.

Cost Records:

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

Sexual Harassment:

The Company has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The same has been uploaded on its Website i.e. www.richirichinventures.com. However, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company isnot required to Constitute of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the Number of Employees are below the applicable limit.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Interest Risks:

The Company is exposed to interest rate fluctuations in the market. It uses a judicious mix of interest rates with stipulated parameters to mitigate the interest-rate risk. This also helps to have a judicious blended interest rate, with a prime focus on the safeguard of Companys funds.

Financial Statements:

The financial statements of the Company prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, duly audited by Statutory Auditors, also forms part of this Annual Report.

General:

Your Directors state that no disclosure or reporting isrequired in respect of the following items as therewere no transactions on these items during the yearunder review:

1. Details relating to deposits covered underChapter V of the Act.

2. Issue of equity shares with differential rights asto dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under anyEmployee Stock Option Scheme.

4. Neither the Managing Director nor the Whole timeDirectors of the Company receive anycommission.

5. Separate Section containing a Report onperformance and Financial Position of each ofSubsidiaries, Associated & Joint Venturesincluded in the Consolidated FinancialStatement of the Company.

6. The Auditors of the Company have not reportedany fraud as specified under second proviso ofSection 143 (12) of the Companies Act, 2013.

7. No significant or material orders were passed bythe Regulators or Courts or Tribunals whichimpact the going concern status and Companysoperations in future.

8. Voluntary revision as per Section 131 of theCompanies Act, 2013.

Acknowledgement:

The Board wishes to place on record their gratitude for theco-operation being received from the Banks, Share TransferAgent, Stock Exchanges, Shareholders, customers, staff andworkers of the Company and thank them for their continuedsupport.

Place: Mumbai By order of the Board
Date: July 25, 2020 For Richirich Inventures Limited
Regd. Office:
A-1 Emperor CourtGroundFloor, Behind Bhatia Store Yashwant Sd/- Sd/-
Nagar VakolaSantacruz-East, Mumbai - 400055 Ashok Jain Renu Jain
Director Director
DIN: 00094224 DIN: 00094290