Your Directors have pleasure in presenting their 27th Annual Report onthe business and operations of the Company and the accounts for the Financial Year endedMarch 31 2018.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board s Report shall be prepared based on the standalone financial statements ofthe company.
| || || |
|Particulars || |
F.Y. 2017 2018
F.Y. 2016 2017
|Total Revenue || |
|Profit / Loss before Exceptional items || |
|Profit / Loss before tax || |
|Provision for Tax || |
|Current Tax || |
|Income Tax adjusted for earlier year || |
|Deferred Tax || |
|Profit / Loss after tax || |
|Add: Surplus brought forward from previous year || |
|Add: Comprehensive Income || |
|Other Deferred Tax || |
|Amount available for appropriation || |
|Dividend (including tax) || |
|Balance carried forward EPS || |
2. Brief description of the Company s working during the year/State ofCompany s affair
There is No other Division of the Company. Company is member of National Stock Exchangeand Company has institutional clients. Company is implementing the policy of minimizingthe cost and to make profit. This year Company has Net Profit aftr Tax of Rs 19.21 lacs.
The overall sales turnover of your Company is Rs. 119.60 Lacs (Previous Year salesturnover Rs. 89.13 Lacs).
Your Company s profit before tax (PBT) for the current year is Rs.28.39 Lacs as againstprevious year Rs. 2.74 Lacs.
During the financial year 2017-18 your Company did not declared any dividend as therewas insufficient profit.
6. Transfer to Reserves
The Board proposes not to carry any amount to special reserves. However surplus will becarried forward to Balance Sheet
7. Subsidiary Company
The Company has One subsidiary as on 31st March 2018. There are noassociate companies or joint venture companies within the meaning of section 2(6) of the
Companies Act 2013 ("Act"). There has been no material change in the natureof the business of the subsidiaries.
Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company s subsidiary in Form AOC-1 is attachedto the financial statements of the Company.
Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered office of the Company. The Company will alsomake available copy thereof upon specific request by any Member of the Company interestedin obtaining the same. Further pursuant to Accounting Standard AS-21 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company in this Annual Report include the financial information of its subsidiary.
8. Directors responsibility statement
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: i. in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit
Committee the Board is of the opinion that the Company s internal financial controlswere adequate and effective during the financial year 2017-18.
9. Directors and key managerial personnel
Pursuant to the provisions of section 149 of the Act Mr. Mukesh Jugaldas Desai andMr. Hemant Kantilal Choksey were appointed as independent directors at the annual generalmeeting of the Company held on September 30 2014. Mr. Rakesh Raval is IndependentDirector appointed on 10.11.2016 They have submitted a declaration that each of them meetsthe criteria of independence as provided in section 149(6) of the Act and there has beenno change in the circumstances which may affect their status as independent directorduring the year.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany. During the year Mr. Uday M Raval retires by rotation but being eligible himselffor re-appointment have been appointed as Director subject to approval of Members inAnnual General meeting.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are - Mr. Baijoo Raval Whole time Director and Mrs. Niti Baijoo Raval ChiefFinancial Officer There has been no change in the key managerial personnel during theyear.
10.Number of meetings of the board
Seven meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Remuneration Committees. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.
12. Policy on directors appointment and remuneration and other details
The Company s policy on directors appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
13.Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
The New Auditors Mr. Mulraj D Gala Chartered Accountants Mumbai being appointed asAuditors in place of M/s. S K Bajaj & Associates offer himself for appointment for aperiod of 5 year from the conclusion of this Annual General Meeting till the conclusion of32nd Annual General Meeting at remuneration to be decided by the Board.
The Auditors Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
17.Secretarial Auditors Report
In terms of Section 204 of the Act and Rules made there under M/s. VKM &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. Report of the secretarial auditor is given as an annexure which forms part ofthis report.
In the matter of qualification Board explanation is as under :
1. Company will approach Bank for NOC. Then Company will file required form withappropriate authority
2. Company is in process of appointing Company Secretary
Risk Management is the process of identification assessment and prioritization ofrisk followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. Your Company is not applicable to form Risk management committee.
19.Particulars of loans guarantees and investments Details of Loans:
|S L N o Date of making loan ||Details of Borrower ||Amount ||Purpose for which the loan is to be utilized by the recipient ||Time perio d for which it is given ||Date of BR ||Date of SR (if reqd.) ||Rate of Intere st ||Security |
| ||No loans were made by the Company during the Year || |
Details of Investments:-
|S L N o Date of invest ment ||Details of Investe e ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if reqd) ||Expected rate of return |
| ||No Investments were made by the Company during the Year |
Details of Guarantee / Security Provided:
|S L N o Date of providing security/gua rantee ||Details of recipient ||Amount ||Purpose for which the security/guaran tee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commission |
|During the year the company has not provided any guarantee or security |
20.Transactions with related parties
The Company has not transacted any contracts or arrangement with related parties duringthe financial year 2017-18. Therefore there is NO Related Party Transaction during theyear.
21.Corporate social responsibility
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall be made. NOT APPLICABLE
22.Extract of annual return
As provided under section 92(3) of the Act the extract of annual return is given inthe prescribed Form MGT-9 which forms part of this report.
23.Particulars of Employees
There was no employee whose remuneration was in excess of the limits prescribed undersection 134(3) (q) of the Companies Act 2013 read with Rule 5(2) & (3) of rules TheCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014
The Board has on the recommendation of the Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.
25.Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
26.Conservation of energy technology absorption and foreign exchange earnings andoutgo
Being a share broking company and not involved in any industrial or manufacturingactivities the Company s activities involve very low energy consumption and has noparticulars to report regarding conversion of energy and technology absorption. Howeverefforts are made to further reduce energy consumption. The details of conservation ofenergy technology absorption foreign exchange earnings and outgo are as follows:
|a) Conservation of energy Not Applicable || |
|(I) the steps taken or impact on conservation of energy ||- |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||- |
|(iii) the capital investment on energy conservation equipment s ||- |
|(b) Technology absorption Not Applicable || |
|(I) the efforts made towards technology absorption ||- |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||- |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||- |
|(a) the details of technology imported ||- |
|(b) the year of import; ||- |
|(c) whether the technology been fully absorbed ||- |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||- |
|(iv) the expenditure incurred on Research and Development ||- |
|(c) Foreign exchange earnings and Outgo || |
Foreign Exchange earnings: Nil
Out go: Nil
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
28.Transfer of Amounts to Investor Education and Protection
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
29. Listing With Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2017-
2018 to and BSE where the Company s Shares are listed.
30. Details of significant and material orders passed by the regulators orcourts
Or tribunals impacting the going concern status and company s operations In future
The Company has not received any significant/material orders from the statutoryregulatory bodies/courts/tribunals which affect the operations/status of the Company.
31. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
There has an Internal Audit Chartered Accountant specifying mission scope of workindependence accountability and authority of Internal Audit Department.
32. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement is annexed withthe report.
33. Management Discussion And Analysis
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2018. Attached herewith
34. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
The directors thank the Company s employees customers vendors and investors fortheir continuous support.
The directors appreciate and value the contributions made by every member of the RelicTechnologies Ltd. family.
|For and on behalf of the Board of Directors || |
|RELIC TECHNOLOGIES LIMITED || |
|BAIJOO MADHUSUDAN RAVAL ||HEMANT K CHOKSEY |
|WHOLE TIME DIRECTOR ||DIRECTOR |
|(DIN No. 00429398) ||(DIN No. 00396961) |
|Place: Mumbai || |
|Date: 14th August 2018 || |