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.
The financial results of the Company are fairly reasonable:-
NO. PARTICULARS YEAR ENDED 31st
1. Profit after Tax 107523.12
2. Depreciation 91577.00
3. Cash Profit for the
Net profit after tax has been transferred to general reserves to meet
out future contingencies, if any.
The Board of Directors does not recommend any dividend.
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
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
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).
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
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,
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
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
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
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
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
(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.
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
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