The Members of the Company
The Directors present the Annual Report on the business and operations of your companyfor the year 2019-2020.
| || ||(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 statementsprepared 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 exploringthe business avenues in the field of Real Estate and fund & Non-fund-basedactivities.
Transfer to Reserve if any:
During the year the Company does not propose to transfer any amount to the anyReserve.
In viewof brought forwarded losses the directors regret their inability to declare thedividend to conserve the resources.
Impact of Covid-19 pandemic:
The spread of COVID-19 pandemic affected activities of businesses across the globe. Inmany countries includingIndia there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverabilityofreceivables inventories loans and other financial assets the Company has consideredinternal and external informationup to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impactof this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapprovalof these financial statements.
Directors and Key Managerial Personnel:
Ms. Swati Bagh was appointed as Company Secretary and Compliance officer (KMP) of theCompany 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 Companyconfirming that they meet with the criteria of independence as prescribed both underSub-Section (6) of Section 149 of the Companies Act 2013. During the year there was nore-appointment of Independent Directors took place in the Company.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
Listing on Stock Exchanges:
The Company shares are listed on BSE Limited.
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 eligibleseeks 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 DirectorsKeyManagerial Personnel and other employeespursuant to the provisions of the Act. Thepolicy of theCompany on Directors appointment andremuneration including criteria fordeterminingqualification positive attribute independence ofdirector and other mattersas required under sub-section (3) of section 178 of the Companies Act 2013is available onCompany's website at the link: www.richirichinventures.com.
There has been no change in the policy since last fiscalyear. We affirm that theremuneration paid to thedirectors is as per the terms laid out in the nominationandremuneration policy of the company.
There is no pecuniary relationship or transactionsbetween the Company and thenon-executivedirectors other than sitting fees commission and reimbursement of expensesincurred by them if any for thepurpose of attending meetings of the Company.
Auditors and Their Report:
M/s. H. Rajen& Co. (Merged with M/s. Agarwal Desai & shah) CharteredAccountants the Statutory auditors of the company have expressed their willingness to theeffect 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 auditorsof the company.
The statement on impact of Audit Qualifications (for audit report with modified opinionsubmitted along with the Annual Audited Financial Results-Standalone) under Regulation33/52 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 callfor any further comments.
M/s Danish Chowdhary& Associates Chartered Accountants is the Internal Auditor ofthe Company.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s M.S. Shanu Mata & Associates Practicing Company Secretary to undertakeSecretarial Audit for the financial year ended March 31 2020. The Secretarial AuditReport for the financial year ended March 31 2020 is annexed herewith and marked asAnnexure - B' to this Report. The report is self-explanatory and does not call forany further comments except:
1. There were no Company Secretary were appointed in the Company from the date ofresignation of Existing Company Secretary i.e. November 30 2019 to the closing offinancial year.
Reply: In this connection the Board has explained that post resignation ofexisting Company Secretary due to her personal reason the was in search of suitablecandidate to fill the casual vacancy arises. As soon as the Company will find the propercandidate they shall appoint.
Further Post closing of Financial Year due to spread of COVID-19 pandemic affectedavailability of working professionals there has been severe disruption to find a suitablecandidate due to lock-downs disruptions in transportationtravel bans quarantinessocial distancing and such other emergency measures. Hence the Company does not found anysuitable candidate for the post of Company Secretary yet.
The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance evaluation of the Board its Committees and individual directors includingindependent Directors covering various aspects of the Board's functioning s uch asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations based on the predetermined templates designed as a tool to facilitateevaluation process the Board has carried out the annual performance evaluation of its ownperformance the Individual Directors including Independent Directors and its Committeeson parameters such as level of engagement and contribution independence of judgmentsafeguarding 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 anarm's length basis and were in the ordinary course of business and the provision ofSection 188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2is not required. Further there are no materially significant related party transactionsduring the year under review made by the Company with promoters Directors Key Managerialpersonnel or other designated persons which may have a potential conflict with theinterest 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 aforeseen and repetitive nature. The transactions which entered into pursuant to theomnibus approval so granted along with a statement giving details of all related partytransactions is placed before the Audit Committee.
Regulation 27 and Para C of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) 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 yearunder review. Detailed information of the meetings of the Board is included in the Reporton 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 venturesor associatecompanies.
Extract of Annual Return:
Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theCompanies 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 thisreport as Annexure -A'. The Company has uploaded the Annual Return referred to insection 92(3) for the financial year ended March 31 2020 on its website i.e.www.richirichrnventures.com.
The Company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India.
Conservation of Energy Technology Absorption and Foreign Exchange:
The information relating to conservation of Energy Technology absorption and ForeignExchangeearnings and outgo as required under section 134 (3) (m) of the Companies Act2013 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 ofDirectors/ KMP of the Company are furnished in Annexure C.
No employees in the Company have been paid remuneration in excess of the limitsprescribed 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 Committeeas it doesnot fall within purview of Section 135(1) of theCompanies Act 2013 and hence itis not required toformulate policy on corporate social responsibility.
a. Committees of the Board
The Company has several committees which have been established as part of bestcorporate governance practices and complywith the requirements of the relevant provisionsof applicable laws and statutes.
b. Vigil Mechanism/Whistle Blower Policy
The Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy if any. The Vigil Mechanism/ Whistle Blower Policy have also been uploadedon 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 havebeenfollowed along with proper explanation relatingto material departures;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that arereasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the financial year ended on March 312020 and of the Profit/Loss of the Company for that period;
c) the Directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of the Act for safeguarding theassetsof 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 theCompany and that such internal financial controls areadequate and were operatingeffectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall 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 stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented 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 Company'spractices and risk management framework for the identification and management ofuncertainty. The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives.
The Company has implemented a Risk Management Framework for the management andoversight of material risks and internal control. The Risk Management Framework isdesigned to address risks that have been identified to have a material impact on theCompany's business and to ensure that the Board regularly reviews the risk management andoversight policies.
Internal Control and Systems:
The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the Company's resources accuracy in financial reporting and due comp lianceof statutes and corporate policies and procedures.
Internal Audit is conducted periodically by a firm of Chartered Accountants who verifyand report on the efficiency and effectiveness of internal controls. The adequacy ofinternal control systems is reviewed by the Audit Committee & Board in its periodicalmeetings.
Internal Financial Control System:
The Company has robust and comprehensive Internal Financial Control system commensuratewith the size scale and complexity of its operations. The system encompasses the majorprocesses to ensure reliability of financial reporting compliance with policiesprocedures laws and regulations safeguarding of assets and economical and efficient useof resources.
The policies and procedures adopted by the company to ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy and completeness of the records and the timely preparationof reliable financial information.
The Internal Auditors and the Management continuously monitors the efficacy of InternalFinancial Control system with the objective of providing to the Audit Committee and theBoard of Directors an effectiveness of the organization's risk managem ent with regard tothe Internal Financial Control system.
Audit Committee meets regularly to review reports submitted by the internal auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statement including the financial reporting system an d compliance toaccounting policies and procedures followed by the Company.
Maintenance of cost records as specified by Central Government under sub section (1) ofSection 148 of the Companies Act 2013 is not applicable to the Company.
The Company has adopted policy on Prevention Prohibition and Redressal of SexualHarassment at workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The same has been uploaded onits Website i.e. www.richirichinventures.com. However during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.The Company isnot required to Constitute of InternalCompliant Committee under Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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 Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company is exposed to interest rate fluctuations in the market. It uses a judiciousmix of interest rates with stipulated parameters to mitigate the interest-rate risk. Thisalso helps to have a judicious blended interest rate with a prime focus on the safeguardof Company's funds.
The financial statements of the Company prepared in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015duly audited by Statutory Auditors also forms part of this Annual Report.
Your Directors state that no disclosure or reporting isrequired in respect of thefollowing 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 underanyEmployee Stock Option Scheme.
4. Neither the Managing Director nor the Whole timeDirectors of the Company receiveanycommission.
5. Separate Section containing a Report onperformance and Financial Position of eachofSubsidiaries Associated & Joint Venturesincluded in the ConsolidatedFinancialStatement of the Company.
6. The Auditors of the Company have not reportedany fraud as specified under secondproviso ofSection 143 (12) of the Companies Act 2013.
7. No significant or material orders were passed bythe Regulators or Courts orTribunals whichimpact the going concern status and Company'soperations in future.
8. Voluntary revision as per Section 131 of theCompanies Act 2013.
The Board wishes to place on record their gratitude for theco-operation being receivedfrom the Banks Share TransferAgent Stock Exchanges Shareholders customers staffandworkers 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 |