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Rich Universe Network Ltd.

BSE: 530271 Sector: Others
NSE: N.A. ISIN Code: INE652D01014
BSE 00:00 | 25 Nov 6.15 -0.32
(-4.95%)
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NSE 05:30 | 01 Jan Rich Universe Network Ltd
OPEN 6.46
PREVIOUS CLOSE 6.47
VOLUME 771
52-Week high 14.78
52-Week low 5.34
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.46
CLOSE 6.47
VOLUME 771
52-Week high 14.78
52-Week low 5.34
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rich Universe Network Ltd. (RICHUNIVERSE) - Director Report

Company director report

Your Directors have pleasure in presenting the 32nd Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2022.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with figures for theprevious year are as follows:

Amount in (Rs.)
PARTICULARS FINANCIAL YEAR ENDED
31.03.2022 31.03.2021
Total Revenue 82366722.88 219281330.74
Total Expenses 81729084.55 215590134.19
Profit/(Loss) before Depreciation and Tax (PBT) 637638.33 3691196.55
Less: Depreciation 0.00 0.00
Profit/(Loss) before Tax 637638.33 3691196.55
Less: Provision for taxation 114990 575830
Profit/(Loss) after Tax (PAT) 522648 3115367
EPS (Basic) 0.07 0 .43
Diluted 0.07 0 .43

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 businessand is involved in financial services.

DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance withSection 73 ? 76 of the Companies Act 2013 and as such no amount on account ofprincipal 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 recover from the economicslowdown the Board of Directors does not recommend any dividend for the F.Y 2021-22

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

During the year under review the particulars of loans or guarantees and investmentscovered under the provisions of Section 186 of the Companies Act 2013 if any have beendisclosed in the financial statements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (121 OF SECTION163. 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 applicableon the Company.

TRANSFER TO RESERVES:

During the year Company has not transferred any amount to any special Reserve. MATERIALCHANGES AND CQMMITEMENTS:

There were no material changes and commitments affecting the financial position of theCompany during the period 1st April 2022 to the date of Directors' Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditors is subjectto provisions of the Companies Act 2013 and rules made thereunder. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board and to the Chairman fi Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective 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
08220732 Mr. Saket Singh 30/09/2021 Cessation
09463704 *Mr. Bharat Yadav 12/01/2022 Appointment
00122799 **Mr. Shashwat Agarwal 14/03/2022 Re-appointment

* Mr Bharat Yadav was appointed as Non-Executive Independent Director in a duly heldboard meeting held on 12/01/2022 and is appointment is subject to regularization by theShareholders in the ensuing Annual General Meeting.

** Mr. Shashwat Agarwal was re-appointed in a duly held board meeting held on14/03/2022 and his re-appointment is subject to approval by shareholders in the ensuingAnnual General meeting.

Mr. Sanjay Gupta (DIN: 00335369) retires by rotation in the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Directors recommend hisre-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 theCompany confirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances from last FinancialYear which may affect their status as Independent Director during the year.

As required under Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the particulars of theDirectors proposed for appointment/re-appointment has been given in the Notice of theAnnual General Meeting.

Key Managerial Personnel:

During the year there were the following changes in Key Managerial Personnel :

NAME DESIGNATION APPOINTMENT/RE- APPOINTMENT/ CESSATION/RESIGNATION DATE OF EVENT
Ms. Pooja Rawat Company Secretary Resignation 04/01/2022
Ms Astha Chaturvedi Company Secretary Appointment 12/01/2022

Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 read with rules made thereunder and under Regulation 16 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and nonexecutivedirectors. The same was discussed in the board meeting that followed by the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

a. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;

b. that directors have selected such accounting policies and applied consistently andjudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with provisions of this Act for safeguarding the assetsof 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 andoperating effectively;

f. The Directors have devised systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITOR'S REPORT:

The Tenure of the existing auditors of the company M/s Vibhor Agarwal & Associatesis expiring in the ensuing Annual General meeting which had been appointed in 2017 for aperiod of 5 years. It is proposed to appoint M/s Srivastava S & Co. CharteredAccountants (ICAI Firm Registration No. 015187C as Statutory Auditors of the Company tohold office for a period of 5 years from the conclusion of this Annual General Meeting(AGM) of the Company till the conclusion of AGM to be held in year 2027.

The auditor's report does not contain any qualifications reservations or adverseremarks and Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.

SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed M/s V. Agnihotri & Associates PractisingCompany Secretaries Kanpur to undertake the Secretarial Audit of the Company for theFinancial Year 2021-22. The Secretarial Audit Report for financial year 2021-22 isannexed which forms part of this report as Annexure-A.

Due to certain difficulties website could not be updated as noticed by SecretarialAuditor.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year if anywere on arm's length basis and were in the ordinary course of the business. Further therewere no materially significant with the related party transactions during the year made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons. Since there were no material contracts/arrangements made during the year andall such contracts/arrangements were made in ordinary course of business and at arm'slength basis and details of such transactions have been given in financial statements ofthe 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 RegisteredOffice of the Company till ensuing Annual General Meeting and if any member is interestedin 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 thepolicy 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 downthe standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS - 1) and General Meetings (SS - 2) issued by the Institute of CompanySecretaries 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 AssociateCompany 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
09663704 Mr. Bharat Yadav Member Independent Director
00122799 Mr. Shashwat Agarwal Member Executive Director

During the year Mr. Saket Singh resigned as from his directorship in the company w.e.f30.09.2021 and Mr. Bharat Yadav was appointed as Non-Executive- Independent Director on12.01.2022 and was also appointed as member of the Audit committee.

The Committee met four times during the year and played an important role during theyear. It coordinated with the Statutory Auditors Internal Auditors and other keyManagerial Personnel of the Company and has rendered guidance in the areas of internalaudit 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
09463704 Mr. Bharat Yadav Member Independent Director

During the year Mr. Saket Singh resigned as from his directorship in the company w.e.f30.09.2021 and Mr. Bharat Yadav was appointed as Non-Executive- Independent Director on12.01.2022 and was also appointed as member of the Stakeholder Relationship committee.

The Committee has met two times during the year the Committee supervised the usualrequests received for Dematerialization transfer/transmission of shares and resolved oranswered 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
09463704 Mr. Bharat Yadav Member Independent Director

During the year Mr. Saket Singh resigned as from his directorship in the company w.e.f30.09.2021 and Mr. Bharat Yadav was appointed as Non-Executive- Independent Director on12.01.2022 and was also appointed as member of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees and their evaluation as well. The Nominationand Remuneration committee met four times during the year.

Vigil Mechanism / Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the‘Whistle Blower Policy' for its directors and employees to report instances ofunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.

Accordingly 'Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics. Thepurpose of this policy is to provide a framework to promote responsible and secure whistleblowing. It protects employees willing to raise a concern about serious irregularitieswithin the Company.

Number of Meetings of the Board:

Nine meetings of the Board were held during the year. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013. The dates are asfollows:

22/06/2021 28/06/2021 06/08/2021 04/09/2021 30/09/2021 10/11/2021 12/01/202210/02/202214/03/2022

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile 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 thedesignated employees have confirmed compliance with the Code.

Business Risk Management:

The main identified risks at the Company are business operating risks. Your Company hasestablished a comprehensive business risk management policy to ensure the risk to theCompany's continued existence as a going concern and to its development are identified andaddressed on timely basis. Risk management strategy as approved by the Board of Directorsis implemented by the Company Management.

Corporate Social Responsibility Statement:

As the company does not fall under the eligibility criteria under section 135 of theCompanies Act2013 so there is no requirement of Corporate Social ResponsibilityStatement.

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OFTHE COMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

Details pursuant to Rule 5(1) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are as stated as under:-

S. Requirement of Rule 5(1) No. Disclosure
1 The ratio of remuneration of each director to the median remuneration of the employees for the financial year. Mr. Shashwat Agarwal is drawing salary of Rs. 87500 per month which is 3.64 times of median remuneration of employees. Similarly other directors who are drawing salary in the company are drawing it 1.5% and 1% respectively of the median remuneration of the employees which is Rs. 288000 (Two Lakh Eighty Eight Thousand Only) per year.
2 Percentage increase in Percentage increase in remuneration of:
remuneration of each director a) Directors:- N/A
CFO CEO CS or Manager in the b) MD:- N/A
financial year. 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 2022.
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2019-2020 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:> Drawingsalary 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 ofthe 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 anycommission from the Company as well as from the Holding Company or Subsidiary Company ofthe Company.

Personnel

a) The employees of the Company continue to render their full co-operation and supportto the Management. The Directors wish to place on records their appreciation to all theemployees for their co-operation.

b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of thecompanies (Appointment and remuneration of managerial personal) Rules 2014 forming partof the Director's Report for the year ended 31st March 2022 is not required to befurnished as no employees was employed for Rs.10200000/- or more per year orRs.850000/- or more per month for any part of the Year.

Independent Directors Meeting:

The Independent Directors met on 10th February 2022 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard 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 withRule 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 forconservation of energy most economically.

b) The steps taken by the Company for utilizing alternate source of energy: - No suchsteps have been taken by the Company.

c) The capital Investments on energy conservation equipment's: - No such investment hasbeen made by the Company

d) Impact of measures at (a) above for energy conservation: -These measures have led toconsumption of energy more economically.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the information underthis 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 inregulations 17 [17.A] 18 19 20 2122 23 24[24A] 25 26 27 and clauses (b) to (i)[and (t)[ of subregulation (2) of regulation46 and para C D and E of Schedule V shallnot apply in respect of -

(a) listed entity having paid up equity share capital not exceeding rupees ten croreand net worth not exceeding rupees twenty five crore as on the last day of the previousfinancial 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 applicableto a listed entity ata later date it shall ensure compliance with the same within sixmonths from such date:]

[Provided further that once the above regulations become applicable to a listed entitythey shall continue to remain applicable till such time the equity share capital or thenet-worth of such entity reduces and remains below the specified threshold for a period ofthree consecutive financial years.]

In the last day of the previous Financial Year our share capital could not exceeding Rs10 Crore and Net worth could not exceed Rs 25 Crore therefore the clauses of CorporateGovernance is not applicable on us however we have complied the provisions of CorporateGovernance as and when required for good corporate management practices.

Details of significant and material orders passed by the Regulators or Courts orTribunals 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 mayimpact the going concern status and company's operations in future.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code2016

During the year under review there were no applications made or proceedings pending inthe 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 onetimesettlement and the valuation done while taking loan from the banks or financialinstitutions along with reason thereof

During the year under review there has been no one time settlement of Loans taken fromBanks and Financial Institution.

Disclosure under Sexual Harassment of Women:

There were no complaints received during the financial year 2021-22 and hence nocomplaint is outstanding as on 31.03.2022 for redressal. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe 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 forthe company registered at New Delhi and is registered with SEBI as R S TA. The contactdetails of the same are mentioned at the beginning of the Report. The investors are kindlyrequested to address their queries if any to the R & TA. However in case of anydifficulties they are always welcome to contact the Company's Company Secretary SCompliance 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 Rules2019 all existing and upcoming independent directors are required to apply to IndianInstitute of Corporate Affairs (MCA) for inclusion of their names with the IndependentDirectors Databank.

All the Independent Directors namely Mr. Dhrupesh Kumar Shah Mrs. Kavita Awasthi andBharat Yadav have registered themselves with the Independent Director's Databank

Acknowledgements:

Your directors take this opportunity to extend their thanks to the customers businesspartners business associates and bankers of the Company for their continued supportduring the year. The directors also sincerely acknowledge the dedication and commitment ofthe employees of the company at all levels.

FOR RICH UNIVERSE NETWORK LIMITED

Sd/- Sd/-
(Shashwat Agarwal) (Rajeev Agarwal)
Date: 05.08.2022 C.M.D. Whole Time Director
Place: Kanpur DIN:00122799 DIN: 00122877

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