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Rich Universe Network Directors Report, Rich Universe Reports by Directors
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Rich Universe Network

BSE: 530271|ISIN: INE652D01014|SECTOR: Finance - Leasing & Hire Purchase
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Directors Report Year End : Mar '15    Mar 14
The Directors have pleasure in presenting the 25th Annual Report
 together with the Audited Statement of Accounts for the year ended on
 31st March, 2015.
 
 FINANCIAL RESULTS:
 
 The financial results of the Company are fairly reasonable:-
 
 S. 
 NO. PARTICULARS            YEAR ENDED 31st 
                            MARCH 2015
                            AMOUNT (Rs.)
 
 1.  Profit after Tax          107523.12
 
 2.  Depreciation               91577.00
 
 3.  Cash Profit for the 
     year                      199100.12
 
 RESERVES:
 
 Net profit after tax has been transferred to general reserves to meet
 out future contingencies, if any.
 
 DIVIDEND:
 
 The Board of Directors does not recommend any dividend.
 
 DEPOSITS:
 
 The Company has no public deposits as of date and will not accept any
 deposits without prior approval of the Statutory Authorities concerned.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 The company has not given any loans or guarantees covered under the
 provisions of section 186 of the Companies Act, 2013. Details
 
 The details of the investments made by company is given in the
 financial statements.
 
 MATERIAL CHANGES AND COMMITMENTS:
 
 No material changes and commitments affecting the financial position of
 your Company have occurred between April 1,2015 and the date of signing
 of this Report.
 
 INTERNAL CONTROL SYSTEM AND THE 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 there under. To maintain its objectivity and
 independence, the Internal Audit function reports to the Chairman of
 the Audit Committee of the Board & 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:
 
 Mr. Rajeev Agarwal retires by rotation and being eligible offers
 himself for re- appointment. Your Directors recommend his
 reappointment.
 
 During the year, the Board of Directors appointed Mrs. Kavita AwastM as
 an Additional Director with effect from 25l March, 2015, to hold office
 up to the date of forthcoming Annual General Meeting. Being eligible,
 Mrs. Kavita Awasthi offered herself to be appointed as the Independent
 Woman Director of your Company.
 
 Pursuant to the provisions of Section 149 of the Act, which came into
 effect from 1st April, 2014, Mr. Manoj Kumar, Mr. Govind Das Agarwal
 and Mr. Dhrupesh Kumar Shah were appointed as Independent Directors at
 the Annual General Meeting of the Company held on 30th September, 2014,
 Mr. Govind Das Agarwal has resigned from directorship during the
 current financial year 2015-16. The terms and conditions of appointment
 of Independent Directors are as per Schedule IV of the Act. Your
 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 and under Clause 49 of the Listing Agreement with
 the Stock Exchanges and there has been no change in the circumstances
 which may affect their status as Independent Director during the year.
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchange, the information on the particulars of the Directors proposed
 for appointment/ re-appointment has been given in the Notice of the
 Annual General Meeting.
 
 The Nomination and Remuneration Committee and the Board of Directors at
 their respective meetings held on 2n September, 2015 recommended and
 approved the revision in monthly remuneration paid or payable to Mr.
 Shashwat Agarwal, Chairman & Managing Director, Mr. Sanjay Gupta & Mr.
 Rajeev Agarwal, Whole Time Directors of the Company subject to the
 approval of members of the Company at the forthcoming Annual General
 Meeting of the Company.
 
 Pursuant to the provisions of Section 203 of the Act, which came into
 effect from April 1, 2014, the appointments of Key Managerial Personnel
 were formalized during the financial year 2014-15. There has been
 change (s) in Key Managerial Personnel during the current financial
 year 2015-16 due to resignation(s).
 
 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 Act and the corporate governance requirements as
 prescribed by Securities and Exchange Board of India (SEBI) under
 Clause 49 of the Listing Agreements (Clause 49).
 
 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 the meeting of the
 independent Directors, at which the performance of the Board, its
 committees and individual directors was also discussed.
 
 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.
 
 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 financial statements, the
 applicable accounting standards have been followed along with proper
 explanation relating to material departures, if any;
 
 b.  that such accounting policies have been selected and applied
 consistently and judgement and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 31st March, 2015 and of the profit of
 the Company for the year ended on that date;
 
 c.  that proper and sufficient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d. that the annual financial statements have been prepared on a going
 concern basis;
 
 e. that proper internal financial controls were in place and that the
 financial control were adequate and were operating effectively;
 
 f.  that proper systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 AUDITORS & AUDITOR''S REPORT:
 
 Pursuant to the provisions of Section 139 of the Act and the rules
 framed thereunder, M/s Rajani Mukesh & Associates, Chartered
 Accountants (ICAI Firm Registration No.  004072C), were appointed as
 statutory auditors of the Company from the conclusion of the twenty
 fourth annual general meeting (AGM) of the Company held on September
 30, 2014 till the conclusion of the twenty Seventh annual general
 meeting (AGM) to be held in the year 2017, subject to ratification of
 their appointment at every AGM.
 
 The Company has received a letter from statutory auditors to the effect
 that their re- appointment, if made, would be within the provision
 prescribed under Section 139 of the Companies Act, 2013. Your Directors
 recommend their re-appointment.
 
 The auditor''s report does not contain any qualifications, reservations
 or adverse remarks & 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.
 
 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-B.
 
 RELATED PARTY TRANSACTIONS:
 
 All related party transactions that were entered into during the
 financial year were on arm''s length basis and were in the ordinary
 course of the business. There are no materially significant related
 party transactions made by the company with Promoters, Key Managerial
 Personnel or other designated persons which may have potential conflict
 with interest of the company at large.
 
 CODE OF CONDUCT:
 
 The Board of Directors has approved a Code of Conduct which is
 applicable to the Members of the Board and all employees 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 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.
 
 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 Policy5 for its Directors
 and employees, to report instances of unethical behaviour, actual or
 suspected, fraud or violation of the Company''s 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 Counsellor or the Chairman of the Audit Committee
 of the Company.
 
 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.
 
 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 Company''s 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:
 
 Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
 of the listing agreement, the company has constituted a business risk
 management committee. The details of the committee and its terms of
 reference are set out in the corporate governance report forming part
 of the Boards report.
 
 At present the company has not identified any element of risk which may
 threaten the existence of 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.
 
 AUDIT COMMITTEE:
 
 The details pertaining to composition of audit committee are included
 in the Corporate Governance Report, which forms part of mis report.
 
 INDEPENDENT DIRECTOR''S MEETING:
 
 The Independent Directors met on 25th March, 2015, without the
 attendance of Non- independent 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: NIL
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 Separate reports on Corporate Governance compliance and Management
 Discussion and Analysis as stipulated by Clause 49 of the Listing
 Agreement forms part of this Annual Report along with the required
 Certificate from Statutory Auditors of the Company regarding compliance
 of the conditions of Corporate Governance as stipulated by Clause 49 of
 the Listing Agreement.
 
 In compliance with Corporate Governance requirements as per Clause 49
 of the Listing Agreement, 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.
 
 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
 
 Place: Kanpur            (Shashwat Agarwal)            (Rajeev Agarwal)
 
 Date : 04.09.2015                    C.M.D.                   Director
 
                              DIN: 00122799                DIN:00122877
Source : Dion Global Solutions Limited
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