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 2018-2019.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars 2018-19 2017-18
Income from Operations 19.55 19.51
Profit (Loss) before Extra-Ordinary Items 0.94 3.91
Profit/(Loss) before depreciation 0.53 4.24
Depreciation 0.44 0.33
Profits before Tax 0.94 3.91
Provision for Income Tax current year 0.49 1.02
Excess provision of Tax Written back 0.13 0.00
Profit after/ (Loss) Tax (0.40) 2.89
Balance Brought Forward (44.26) (47.15)
Balance Carried to Balance sheet (44.53) (44.26)

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.

Directors and Key Managerial Personnel:

During the year, Mr. Ashok M. Chhajed (Holding DIN-02336676) was disqualified to be appointed as a Director hence he is no longer associated with the Company as a Director since July 16, 2018.

Ms. Ranjana Suresh Gajewar was appointed as Company Secretary and Compliance officer (KMP) of the Company w.e.f December 01, 2018 and has resigned from the post of Company Secretary and Compliance officer (KMP) w.e.f January 23, 2019. Further Ms. Swati Bagh was appointed as Company Secretary and Compliance officer (KMP) of the Company w.e.f February 11, 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 and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act. The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, positive attribute, independence of director 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 fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

There is no pecuniary relationship or transactions between the Company and the non-executive directors other than sitting fees, commission, and reimbursement of expenses incurred by them, if any for the purpose 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 asreferred to in the Auditors Report along with the Management Views are self-explanatory and, therefore, do not call for any further comments.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed M/s. S.S. Padhi & Associates, Chartered Accountants to undertake Internal Audit for financial year ended March 31, 2019. Upon recommendation of Audit Committee, the Board has appointed M/s Danish Chowdhary& Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial ended March 31, 2020.

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. Kayamkhani& Associates, Practicing Company Secretary, to undertake Secretarial Audit for the financial year ended March 31, 2019. However, they have expressed their unwillingness to undertake the Audit and resigned from the role of Secretarial Auditor of the Company. Thereafter, the Company has Appointed M/s. Shanu Mata and Associates, Company Secretaries, to undertake Secretarial Audit for the financial year ended March 31, 2019and same has been re-appointed as Secretarial Auditor for the financial year 2019- 2020.The Secretarial Audit Report for the financial year ended March 31, 2019 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. The outcome of Board Meeting held on May 29, 2018 and July 16, 2018 intimated by the Company to the stock exchange without mentioning the conclusion time and after getting details from the Company regarding time conclusion, it is observed that the Company has fail to intimate within 30 Minutes of the Conclusion of Board Meeting dated May 29, 2018.

Reply: That In this connection, the Board has explained that it was inadvertently omitted and they have ratified their mistake from third quarter onwards.

2. There was a delay of 4 Minutes in uploading of the unaudited quarterly results for the quarter ended December 2018 on stock Exchange.

Reply: That In this connection, the Board has explained that the delay occurred due to sudden internet breakdown at the office of the Company.

3. Company has failed to provide separate Disclosure regarding trading window closer for Board Meeting held for quarter and year ended March 2018 and quarter ended June 2018 under Regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Reply: That In this connection, the Board has explained that the trading window closer intimations are given with the Notice of Meeting itself. There was no malafide intention of the Company to avoid applicable regulation.

4. Company has failed to submit annual report to the stock exchange within Twenty One Working days of its being approved and adopted in annual general meeting in terms of regulation 34 of SEBI (LODR) Regulations, 2015.

Reply: In this connection, the Board has explained that the Annual Report duly approve by the Board has been submitted to stock exchange on September 04, 2018, and the same has been adopted in AGM by members without any changes and the same was uploaded by BSE itself on their website.

5. During the year the Company has Appoint Whole time Company Secretary as Key Managerial Person pursuant to the provisions of Section 203 of Companies Act, 2013 W.e.f. December 01, 2018 however there were no Company Secretary were appointed in the Company till November 30, 2018.

Reply: In this connection, the Board has explained that During the FY 2018-19 Company was in search of suitable candidate for the position of Company Secretary. As soon as the Company found the proper candidate they have appointed.

6. The Company has duly filed with the registrar in form no. mgt.15 of the companies (management and administration) rules, 2014 the report on the AGM, within thirty days of the conclusion of the Annual General Meeting. However there was no report attached in the form which is required to be sign by appropriate authority.

Reply: In this connection, Company has prepared and get it signed by two directors to comply with the provisions of Companies Act, 2013 However the Report on AGM is not mandatory attachment of the Form MGT-15. Therefore the Company overpasses the requirement of attaching the same.

7. The Board Report for Financial year 2017-18 were not comprise some of mandatory information whichever applicable to the company as per Section 134 of Companies Act, 2013.

Reply: As explained in point number 5, Company didnt have whole time Company Secretary during the time of preparation of Annual Report therefore certain information were missing in the annual report, due care has been taken this year.

8. The Company had appointed M/s. Agarwal Desai & shah, Chartered Accountants as Statutory Auditor of the Company for the F.Y. 2018-19 only which is not as per the Section 139 of the Companies Act, 2013.

Reply: In this connection, the Board has explained that M/s Agarwal Desai & Shah were new auditor for the Company and he was appointed for One Year initially. Your Board has observed that this was not as per the requirement of the Act hence considering this inadvertently the Statutory Auditor will be appoint/re-appoint for Five Years in ensuing AGM.

9. During the year Mr. Ashok Chhajed, who has liable to retire by rotation were disqualified to become as a director before the date of AGM, hence Company has not retire any director as per the provisions of Companies Act, 2013 in respect of liable to retire by rotation.

Reply: this comment is self-explanatory; your directors have not required to comment on this.

Explanation: 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 such 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 ceased to be its subsidiaries, joint ventures or associate companies.

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, 2019 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, 2019 on its website i.e. www.richirichinventures.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 Exchange earnings and outgo as required under section134(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 of Directors / 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 a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate 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 comply with 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, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made 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 financial year ended on March 31, 2019 and of the Profit/Loss of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on 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 are adequate 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 were adequate 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 compliance 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 management 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 and 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 is not 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 is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Neither the Managing Director nor the Whole time Directors of the Company receive any commission.

5. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

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

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

Acknowledgement:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, Shareholders, customers, staff and workers of the Company and thank them for their continued support.

Place: Mumbai By order of the Board
Date: July 16, 2019 For Richirich Inventures Limited
Regd. Office:
G-1 Madhu Milan Building, Sd/- Sd/-
Ground Floor, H M Patil Ashok Jain Renu Jain
Marg, Shivaji Park, Dadar- Director Director
West Mumbai – 400028 DIN: 00094224 DIN: 00094290