Your Directors have pleasure in presenting their 29th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2020
1. FINANCIAL RESULTS:
Your Company's performance during the Financial Year 2019-20 is summarized below:
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||(in INR) ||(in INR) |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Revenue from operations ||9888795 ||22366882 ||9888795 ||22366882 |
|Revenue from Other Income ||648399 ||392050 ||648399 ||396552 |
|Total Income ||10537194 ||22758932 ||10537194 ||22763434 |
|Profit/(loss) before Financial Expenses ||3256555 ||15478878 ||2338850 ||15084147 |
|Preliminary expenses Depreciation and Taxation || || || || |
|Less: Financial expenses ||(54368) ||(134745) ||(54368) ||(134745) |
|Operating profit/(loss) before Preliminary expenses Depreciation & Taxation ||3202187 ||15344133 ||2284482 ||14949402 |
|Less: Depreciation & Preliminary expenses written off ||(1215636) ||(1287342) ||(1215637) ||1287343 |
|Profit before Taxation ||1986551 ||14056791 ||1068845 ||13662059 |
|Less: Provision for Taxation || || || || |
|Current Tax ||653560 ||4150319 ||653560 ||4150319 |
|Short/(Excess) tax provision for earlier years ||0 ||0 ||1258 ||300 |
|Deferred Tax ||(197633) ||(170112) ||(197633) ||(170112) |
|Profit after Taxation ||1530624 ||10076584 ||611660 ||9681852 |
2. Review of Operations:
The performance of the company during the year was satisfactory. The company during theyear has posted a Turnover of Rs. 9888795 as against Rs. 22366882 during the previousyear.
Your directors propose not to declare dividend in financial year 2019-20 to keep profitfor future business opportunities your directors do not recommend any dividend for theFinancial Year 2019-20.
4. Share Capital:
There was no change in Share Capital of the Company during the Financial Year 2019-20.
5. Brief description of the Company's working during the year/State of Company'saffair
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 after Tax of Rs 15.30 lacs.
Due to outbreak of novel COVID-19 pandemic the working of the Company has badly effectfor last 10 days of March 2020.
6. Transfer to Reserves
The Board proposes not to carry any amount to special reserves. However surplus willbe carried forward to Balance Sheet
7. Subsidiary Company
The Company has One subsidiary as on 31st March 2020. There are no associate companiesor joint venture companies within the meaning of section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of thesubsidiaries.
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:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
b. 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;
c. 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;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. Based onthe framework of internal financial controls and compliance systems established andmaintained by the company work performed by the internal statutory and secretarialauditors and the reviews performed by Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2019-20.
9. Directors and key managerial personnel
During the year Mrs. Niti Baijoo Raval retires by rotation but being eligible himselffor re-appointment have been appointed as Director subject to approval of Members inAnnual General meeting.
During the year Mr. Baijoo Raval and Mrs. Niti Raval have been re-appointed for 5 yrsas Wholetime Director and Executive Director respectively with effect from 30th March2020 to 29th March 2025.
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 during the year. There has been no change in the Key Managerial Person.
During the year Ms Barbiee Singh resigned and Mrs. Sonalben Kanabar was appointed on27/03/2020 in her place as Company Secretary and Compliance Officer of the Company.
10. Number of meetings of the board
Five 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.
11. Board evaluation
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 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.
14. Audit committee
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
Mr. Mulraj D Gala Chartered Accountants Mumbai appointed as Statutory Auditors for aperiod of 5 year from the conclusion of 28th Annual General Meeting till the conclusion of33rd Annual General Meeting at remuneration to be decided by the Board.
16. Auditors' Report
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 has compounded the matters.
18. Risk management
Risk Management is the process of identification assessment and prioritization of 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:
|Sr. No. ||Date of making loan ||Details of Borrower ||Amount ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date of BR ||Date of SR (in reqd.) ||Rate of Interest ||Security |
| ||No loans were made by the Company during the Year || || |
|Details of Loans: || || || || || || || |
|Sr. No. ||Date of investment ||Details of Invest ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of BR ||Date of SR (in reqd.) ||Expected rate of return |
| ||No Investments were made by the Company during the Year || |
|Details of Guarantee / Security Provided: || || || || || || || |
|Sr. No. ||Date of providing security/ guarantee ||Details of recipient ||Amount ||Purpose for which the sexurity / guarantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (in reqd.) ||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 2019-20.
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
24. Remuneration Policy
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 of energy technology absorption foreign exchange earningsand 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 ||- |
(c) Foreign exchange earnings and Outgo
Foreign Exchange earnings: Nil
Out go: Nil
27. Human resources:
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 job rotation andjob 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 2018- 2019to and BSE where the Company's Shares are listed.
30. Details of significant and material orders passed by the regulators
courts or tribunals impacting the going concern status and company's operations infuture:
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 reference to theFinancial 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 2020. Attached herewith
34. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
There has an Internal Audit Chartered Accountant specifying mission scope of workindependence accountability and authority of Internal Audit Department.
35. 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.