Directors Report of Rich Universe Network Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 34^th Annual Report together with the Audited
Statement of Accounts for the year ended on 31^st March, 2024.

FINANCIAL RESULTS:

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

Amount in (Rs.)

PARTICULARS	FINANCIAL YEAR ENDED
	31.03.2024	31.03.2023
Total Revenue	15,06,326	29,71,962
Total Expenses	23,85,093	29,45,919
Profit/(Loss) before Depreciation and Tax (PBT)	(8,78,767)	26,043
Less: Depreciation	0.00	0.00
Profit/(Loss) before Tax	(8,78,767)	26,043
Less: Provision for taxation	0.00	(54,750)
Profit/(Loss) after Tax (PAT)	(8,78,767)	80,794
EPS (Basic)	(0.12)	0.01
Diluted	(0.12)	0.01

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 business and
is involved in financial services.

DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with
Section 73 & 76 of the Companies Act, 2013 and, as such, no amount on account of principal
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 for future expansion and growth of
the company, the Board of Directors does not recommend any dividend for the F.Y 2023-24

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the particulars of loans or guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013 if any, have been disclosed
in the financial statements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143, 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 applicable on the
Company.

TRANSFER TO RESERVES:

During the year Company has not transferred any amount to any special Reserve.

MATERIAL CHANGES AND COMMITEMENTS:

There were no material changes and commitments affecting the financial position of the
Company during the period 1st April, 2024 to the date of Directors’ Report.

INTERNAL CONTROL SYSTEM AND THEIR 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 thereunder. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman of the Audit
Committee of the Board and 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:

Directors:

During the year there were the following changes in the directorship of the company:

• Mr. Rajeev Agarwal (DIN: 00122877) retires by rotation in the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Directors recommend his
re-appointment in the ensuing Annual General Meeting.

• The Nomination and Remuneration Committee recommends the appointment of Mr.
Yugank Gadi as the Non-Executive Independent Director of the Company to fill the vacancy
that would occur by the expiration of tenure of Mr. Dhrupesh Kumar Shah on 29.09.2024
as he has already completed his 2 term and cannot be re-appointed for a further term.

Declaration by the Independent Directors of the Company:

Your Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and there has been no change in the circumstances from last Financial Year which may
affect their status as Independent Director during the year.

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

Key Managerial Personnel:

During the year there were no changes in Key Managerial Personnel.

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 Companies Act, 2013
read with rules made thereunder and under Regulation 16 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 by the meeting of the independent Directors, at
which the performance of the Board, its committees and individual directors was also
discussed.

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 accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

b. that directors have selected such accounting policies and applied consistently and 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 end of the financial year and of the profit of the Company for
that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with provisions of this Act for safeguarding the assets of 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 and operating
effectively;

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

AUDITORS & AUDITOR’S REPORT:

M/ s Srivastava S & Co. Chartered Accountants (lCAI Firm Registration No. 015187C) were
appointed as Statutory Auditors of the Company to hold office for a period of 5 years from
the Annual General Meeting (AGM) held for the F.Y 2022-2023 till the conclusion of AGM
to be held in year 2027.

The auditor’s report does not contain any qualifications, reservations or adverse remarks and
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.

SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company has appointed M/s V. Agnihotri & Associates, Practicing Company
Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the Financial Year
2023-24. The Secretarial Audit Report for financial year 2023-24 is annexed, which forms
part of this report as Annexure-A.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year if any, were on
arm’s length basis and were in the ordinary course of the business. Further, there were no
materially significant with the related party transactions during the year made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons. Since, there
were no material contracts/arrangements made during the year, and all such
contracts/arrangements were made in ordinary course of business and at arm’s length basis
and details of such transactions have been given in financial statements of the 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 Registered Office of the Company
till ensuing Annual General Meeting and if any, member is interested in 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 the policy
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 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.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS — 1) and General Meetings (SS — 2) issued by the Institute of Company
Secretaries 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 Associate
Company, 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
07385171	Mr. Gyan Singh	Member	Independent Director
00122799	Mr. Shashwat Agarwal	Member	Executive Director

The Committee met four times during the year on 30/05/2023, 01/08/2023,
09/11/2023 and 15/01/2024 and played an important role during the year. It coordinated
with the Statutory Auditors, Internal Auditors and other key Managerial Personnel of the
Company and has rendered guidance in the areas of internal audit 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
07385171	Mr. Gyan Singh	Member	Independent Director

The Committee has met twice during the year on 01/08/2023 and 15.03.2024 the
Committee supervised the usual requests received for Dematerialization,
transfer/transmission of shares and resolved or answered 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
07385171	Mr. Gyan Singh	Member	Independent Director

The Nomination and Remuneration Committee recommends to the Board the suitability of
candidates for appointment as Key Managerial Personnel, Directors and the remuneration
packages payable to them and other employees and their evaluation as well. The Nomination
and Remuneration committee met on 01.12.2023 and 15.01.2024 during the year.

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 Policy’ for its directors and employees, to report instances of unethical behavior, 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. 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.

Number of Meetings of the Board:

Six meetings of the Board were held during the year. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013. The dates are as
follows: 30.05.2023, 01.08.2023, 09.11.2023, 01.12.2023, 15.01.2024,15.03.2024.

Director	Designation	No. of Board Meeting held	No. of Board Meeting attended	Last AGM Attendance (Yes/No)	No. of Members hips in Boards of other public Co.’s
SHASHWAT AGARWAL	Executive Director, MD	6	6	Yes	2
RAJEEV AGARWAL	Whole Time Director	6	6	No	1
*SANJAY GUPTA	Whole Time Director	3	3	Yes	2
DHRUPESH KUMAR SHAH	Non-Executive - Independent Director	6	6	Yes	0
KAVITA AWASTHI	Non-Executive - Independent Director	6	6	Yes	2
GYAN SINGH	Non-Executive - Independent Director	6	6	No	2

*Mr. Sanjay Gupta resigned from the post of Whole Time Director with effect from
1.12.2023.

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’s 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:

The main identified risks at the Company are business operating risks. Your Company has
established a comprehensive business risk management policy to ensure the risk to the
Company’s continued existence as a going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by the Board of Directors
is implemented by the Company Management.

Corporate Social Responsibility Statement:

As the company does not fall under the eligibility criteria under section 135 of the Companies
Act, 2013 so there is no requirement of Corporate Social Responsibility Statement.

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

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

S. No.	Requirement of Rule 5(1)	Disclosure
1	The ratio of remuneration of each director to the median remuneration of the employees for the financial year.	Managing Director Mr. Shashwat Agarwal 5.51 Whole time Director Rajeev Agarwal, 1.47
2	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year.	Percentage increase in remuneration of: a) Directors:- 4.16% b) MD:- N/A 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, 2024.
5 _	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023¬ 2024 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 —	N/A _

6	Affirmation that the remuneration	We affirm that the remuneration paid to
	is as per the remuneration policy of	employees and KMPs was based on the
	the Company	Remuneration Policy.

A) Details of every employee of the Company as required pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

^ Drawing salary 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 of the 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 any commission
from the Company as well as from the Holding Company or Subsidiary Company of the
Company.

Personnel

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

b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of the
companies (Appointment and remuneration of managerial personal) Rules, 2014 forming
part of the Director''s Report for the year ended 31st March, 2024 is not required to be
furnished as no employees was employed for Rs.1,02,00,000/- or more per year or
Rs.8,50,000/- or more per month for any part of the Year.

Independent Directors Meeting:

The Independent Directors met on 15^th March, 2024, 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:

The information required under Section I34(3)(M) of the Companies Act, 2013 read with
Rule 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 for conservation

of energy most economically.

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

c) The capital Investments on energy conservation equipment’s: - No such investment has been made
by the Company

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

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the information under this 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 in regulations 17, [17A,J
18, 19, 20, 21,22, 23, 24,[24A,J25, 26, 27and clauses (b) to (i) [and (t)J of sub-regulation (2)
of regulation46 and para C , D and E of Schedule V shall not apply, in respect of—

(a) listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore, as on the last day of the previous financial 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 applicable
to a listed entity at a later date, it shall ensure compliance with the same within six months

from such dateJ

[Provided further that once the above regulations become applicable to a listed entity, they shall
continue to remam applicable till such time the equity share capital or the net-worth of such entity
reduces and remains below the specified threshold for a period of three consecutive financial
years.J

On the last day of the previous Financial Year our share capital and Net worth didn’t exceed Rs
10 Crore and Rs 25 Crore respectively, therefore the clauses of Corporate Governance is
exempted for us however we have complied the provisions of Corporate Governance as and when
required for good corporate management practices.

Details of significant and material orders passed by the Regulators or Courts or Tribunals
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 may impact
the going concern status and company’s operations in future.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code
2016

During the year under review, there were no applications made or proceedings pending in the
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 one-time
settlement and the valuation done while taking loan from the banks or financial institutions
along with reason thereof

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

Disclosure under Sexual Harassment of Women:

There were no complaints received during the financial year 2023-24 and hence no complaint is
outstanding as on 31.03.2024 for redressal. Further Company ensures that there is a healthy and
safe atmosphere for every women employee at the workplace and made the necessary policies for
safe and secure environment for women employee.

^{Share Re}g^istrar 2^nd Transfer ^Ag^ent

Skyline Financial Services Private Limited is the Registrar & Transfer Agent for the company
registered at New Delhi and is registered with SEBI as R & TA. The contact details of the same
are mentioned at the beginning of the Report. The investors are kindly requested to address their
queries, if any, to the R & TA. However, in case of any difficulties, they are always welcome to
contact the Company’s Company Secretary & Compliance 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 Rules, 2019,
all existing and upcoming independent directors are required to apply to Indian Institute of
Corporate Affairs (IICA) for inclusion of their names with the Independent Directors Databank.

All the Independent Directors namely Mr. Dhrupesh Kumar Shah, Mrs. Kavita Awasthi and Gyan
Singh have registered themselves with the Independent Director''s Databank.

The web address, where annual return referred to in sub-section (3) of section 92 has been

placed

The Annual Returns of the company for the previous financial years are available at
https://richuninet.com/investors/ for convenience of the shareholders

Key Financial Ratios For The F.Y 2023-2024 As Compared To F.Y 2022-2023

	F.Y.23-24	F.Y. 22-23
(a) Current Ratio	1.556	1.560
(b) Debt- Equity Ratio	0.204	0.202
(c) Debt Service Coverage Ratio	N.A.	N.A.
(d) Return on equity ratio	-1.2%	0.11%
(e) Inventory Turnover Ratio	4.80	10.18
(f) Net Capital Turnover Ratio	2.23%	4.35%

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

Sd/- Sd/-

(Shashwat Agarwal) (Rajeev Agarwal)

Date: 08.08.2024 M.D. Whole Time Director

Place: Kanpur DIN: 00122799 DIN: 00122877

---

Mar 31, 2015

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

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Mar 31, 2014

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

The financial results of the Company are fairly reasonable

S. PARTICULARS YEAR ENDED 31st MARCH 2014 NO. AMOUNT (Rs.)

1. Profit after Tax 102835.31 2. Depreciation 132909.04

3. Cash Profit for the year 235744.35

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company whose particulars are required to be given in accordance with provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

DIRECTORS:

In accordance with the provisions of the new Companies Act, 2013 and after making amendment in Articles of Association, Mr. Shashwat Agarwal, is liable to retire by rotation and being eligible, offers himself for re-appointment. The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Manoj Kumar, Mr. Dhrupesh Kumar Shah and Mr. Govind Das Agarwal as independent Directors of the Company for 5 years.

DIRECTOR''S RESONSIBILITY STATEMENT:

Your Directors state herewith a Director''s Responsibility Statement indicating therein:

{a} That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

{b} That the directors had selected such accounting policies and applied them consistently and made judgment & estimates that are reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

{c} That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

{d} That the directors had prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

AUDITOR''S REPORT:

Comments made by Auditors in their report are self-explanatory and need no further elucidation.

STATUTORY AUDITOR:

M/s Rajani Mukesh & Associates, Chartered Accountants (ICAI Firm Registration No. 004072C), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold office from the conclusion of this AGM till the conclusion of the twenty seventh AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s Rajani Mukesh & Associates have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a Certificate from M/s Rajani Mukesh & Associates, Chartered Accountants, Kanpur, has been annexed to the report.

ACKNOWLEDHEMENTS:

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: 05.09.2014 C.M.D. Director DIN: 00122799 DIN: 00122877

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Mar 31, 2013

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the Year ended on 31st March, 2013,

FINANCIAL RESULTS:

The financial results of the Company are fairly reasonable :-

S. NO.PARTICULARS YEAR ENDED 31st MARCH 2013 AMOUNT (Ra.)

1. Profit after Tax 92092.30

2. Depredation 177028.00

3. Cash Profit for the year 269120.30

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956, during the yearuncter review.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company whose particulars are required to be given in accordance with provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975, as amended upto date,

DIRECTORS:

In accordance with the provisions of the Companies Act, iy 6, Mr. Dhrupesh Kumar Shah Eirtd Mr, Govind Deis Agaiwal will retire by romtion nt the ensuing Annual General Meeting and they, being eligible, have offered themselves for re-appointment. Mr. Bankey Bihari Gupta has resigned from dirtctonjhip of tire company during the current year.

DIRECTOR''S RESONSIBTLITY STATEMENT:

Your Directors state herewith a Director''s Responsibility Statement indicating therein:

{a} That in the preparation of the annual accounts, the applicable accounting standards had been followed aJong with proper explanation relating to material departures.

{b} That the directors had selected such accounting policies and applied them consistently and made judgment & estimates that are reasonable &. prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

{c} That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

{d} That the directors had prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

AUDITOR''S REPORT:

Comment* made hy Auditors in [heir report are self-explanatory and need no further elucidation.

RE-APPOINTMENT OF AUDITORS:

M/s Rajani Mukesh & Associates, Chartered Accountant Kaupur, retiring statutory auditors, being eligibleT has expressed their willingness for re-appointment as statutory auditors of the Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 4V of the Listing Agreement, a Certificate from M/s Kajani Mukesh &

Associates, Chartered Accountants, Kanpur, has been annexed to the report.

ACKNOWLEDGMENTS:

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 RJCH UNIVERSE NETWORK LIMITED

Place: Kunptir (Shashwat Agarwal) (Rajcev Agarwal)

Date: 02.09.2013 C.M.D. Director

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Mar 31, 2012

The Directors have pi sure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

The financial results of the Company are fairly reasonable:-

S. NO. PARTICULARS YEAR ENDED 31st MARCH 2012 AMOUNT (Rs.)

1. Profit after Tax 386340.31

2. Depreciation 202541.96

3. Cash Profit for the year 588882.27

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company whose particulars are required to be given in accordance with provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Manoj Kumar and Mr. Rajeev Agarwal will retire by rotation at the ensuing Annual General Meeting and they, being eligible, have offered themselves for re-appointment.

DIRECTOR'S RESONSIBILITY STATEMENT:

Your Directors state herewith a Director's Responsibility Statement indicating therein:

{a} That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

{b} That the directors had selected such accounting policies and applied them

* consistently and made judgment & estimates that are reasonable & prudent so as to

give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

The directors had taken proper .mil sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company anil for preventing and detecting fraud and other irregularities.

that the directors had prepared the annual accounts on a going concern basis

M s Rajuni Mukesh & Associates, ('bartered Accountants. Kanpur, retiring statutory auditors, being eligible, has expressed iheir willingness for re-appointment as statutory auditors of the Company.

Pursuam to Clause 49 of the Listing Agreement, a Certificate from M s Raiani Mukesh & Associates. Chartered Accountants. Kanpur, has been annexed to the report.

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

(Sunil Kumar Tripathi)

Company Secretary

Place: - Kanpur

Date: -31.08.2012

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Mar 31, 2010

FOR THE YEAR ENDED ON31st MARCH 2010

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS:

S.NO. PARTICUALRS YEAR ENDED 31st MARCH 2010 Amount (Rs.)

1. Profit before Tax 80795.65

2. Depreciation 305338.6I

3. Cash Profit for the year 386134.26

DEPOSITS:

The company has not accepted any deposits within the meaning of section 58-A of the Companies Act,1956 during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company whose particulars are required to be given in accordance with provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, I975,as amended upto date.

DIRECTORS:

In accordancc with the provisions of the Cnmpanies Act, 1956 Mr.Sanjay Gupta & Rajeev Agarwal will retire by roation at the ensuing Annual General Meeting and he being eligible have offered themselves for re-appointment.

During the year Mr. Dhrupesh Shah and Mr.K.K.Agarwal resigned from the directorship of the Company w.e.f. 10-12-2009. Board take on record its appreciation for their association with the company.

During the Year Mr. Manoj Kumar, Mr. Anoop Kumar Gupta and Mr. Sanjay Tandon were appointed as Additonal Directors of the Company w.e.f. 10-12-2009

DIRECTOR'S RESPONSBILTY STATEMENT:

Your Director enclose here with a Directors Responsiblity Statement indicating there in:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgment & estimates that are reasonable & prudent so as to give a true and fair

c) View of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period.

d) That the Directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of this act for safeguarding the asscts of the company and for preventing and detecting fraud and other irregularitics.

e) That the Directors had prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO;

NIL

AUDITORS,REPORT:

Comments made by Auditors in their Report are self explanatory and need no further elucidation.

APPOINTMENT OF AUDITORS:

Mr. Mukesh Rajani, Chartered Accountant, Kanpur, being eligible has expressed his willingness for re-appointment as Auditors of the Company.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement a certificate from M/s. Rajani Makesh & Associates, Kanpur has been annexed to the Report.

ACKNOWLEDGEMENTS:

Your directors take this opportunity to extend their thanks to the customers, business partners, business associates and bankers of the company support during the year. Directors also sincerely acknowledge the dedication and commitment of employees of the company at all levels.

FOR RICH CAPITAL & FINANCIAL SERVICES LTD. (RAJEEV AGARWAL) (SHASHWAT AGARWAL) Director C.M.D.

PLACE: Kunpur DATE : 25.08.2010