Relicab Cable Manufacturing Limited
The Directors present the Tenth Annual Report of the Company together with the AuditedStatement of Accounts for the year ended 31st March 2019.
1. FINANCIAL RESULTS:
The financial performance of the Company for the year ended March 31 2019 issummarized below:
| || ||(Rs. In Lacs) |
|Particulars ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
|Revenue from Operations ||2254.43 ||2099.65 |
|Other Income ||29.34 ||23.28 |
|Profit before Depreciation and Tax ||179.09 ||87.81 |
|(Less): Depreciation ||22.63 ||17.93 |
|Profit for the year before tax ||156.46 ||69.88 |
|(Less): Exceptional/ Extraordinary Items ||Nil ||Nil |
|Add/(Less): Provision for Taxation ||45.95 ||(18.23) |
|Profit after Tax ||110.51 ||51.64 |
2. REVIEW OF OPERATIONS:
During the year under review the Sales have increased from Rs. 2099.65lakhs inprevious year to Rs.2254.43 lakhs in current year due to a favorable market conditions anddue to expansion in the operation of the Company. The Profit after Tax has also increasedfrom Rs. 51.64 Lakhs to Rs. 110.51 lakhs. Your Directors are hopeful of much betterresults in future.
In view to conserve resources your Directors do not recommend any dividend for thefinancial year ended 2018-19.
The Board does not propose to carry any amounts to reserves.
5. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in nature of business during the Financial Year 2018-19.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.
At the Annual General Meeting held on September 30 2017 M/s. Jain JagawatKamdar&Co. Chartered Accountants were appointed as the Statutory Auditors of the Company for aperiod of five years to examine and audit the accounts of the Company for the financialyear 2017-18 2018-19 2019-20 2020-21 and 2021-22
M/s. Jain JagawatKamdar& Co. Chartered Accountants (Firm Reg. No.122530W) beingeligible offer themselves for ratification of their appointment for the year 2019-2020.Your Directors' recommend their ratification until the conclusion of the 11thAnnual General Meeting of the Company.
10. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed M/s Shah Patel & Associates Company Secretaries in Practice to carryout the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexedherewith as Annexure-I.
11. EXTRACT OF THE ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT 9 is appended as Annexure-II of the Board'sReport.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Detailed information on conservation of energy technology absorption foreign exchangeearnings and outgo as required to be disclosed in terms of section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is set out inAnnexure-III and forms a part of this Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Changes in Directors and Key Managerial Personnel:
Mr. MohitGoyal who was appointed as the Company Secretary and Compliance Officer ofthe Companyhas resigned w.e.f. April 1 2019.
Mrs. Khushboo Desai an Associate Member of the Institute of Company Secretaries ofIndia (ICSI) was appointed as the Company Secretary and Compliance Officer of the Companyby the Board at their meeting held on April 26 2019.
The Company has received declarations u/s 149(7) of the Act from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence asprescribed both under the Act and SEBI (LODR) Regulation 2015. The Company has alsoreceived Disclosure of Interest by Directors as per the provisions of Section 184 ofCompanies Act 2013.
B. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance ofindividual Directors as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee from time to time.
i. Independent Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofStakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.
ii. Non-Independent Directors:
The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.
iii. Declaration by an Independent Director(s) and re-appointment if any:
All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).
iv. Familiarization Programme to Independent Directors:
Though it is not mandatory for the Company to provide any formal familiarizationprogramme however the Company provides suitable familiarization programme to IndependentDirectors so as to associate themselves with the nature of the industry in which thecompany operates and business model of the company in addition to regular presentation ontechnical operations marketing and exports and financial statements. In addition to theabove Directors are periodically advised about the changes effected in the Corporate LawListing Agreement with regard to their roles rights and responsibilities as Directors ofthe company. Weblink of the company is www.relicab.net where all the requisite informationis available.
14. DETAILS OF COMMITTEES OF THE BOARD:
Currently the Board has 3 Committees: the Audit Committee Nomination and RemunerationCommittee and Stakeholders' Relationship Committee. The Composition of various committeesand compliances as per the applicable provisions of the Companies Act 2013 and the Rulesthereunder and SEBI (LODR) Regulation 2015 are as follows:
A. Audit Committee:
i. Constitution of Audit committee:
The Audit Committee comprises of 3 Directors - Ms. Vijaya More (DIN-07283800)Independent Director and the Chairman of the Committee Mr. Rajesh Gor (DIN 07302407)Independent Director and Mr. Suhir Shah (DIN-02420617) Managing Director as the membersof the Committee. The recommendations of the Audit Committee is always welcomed andaccepted by the Board and all the major steps impacting the financials of the Company areundertaken only after the consultation of the Audit Committee.
ii. Details of establishment of vigil mechanism for directors and employees:
The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases; there is direct access to approach Ms. Vijaya More (DIN-07283800)Chairperson of the Audit Committee.
B. Nomination and Remuneration Committee:
The Board has constituted Nomination and Remuneration Committee under Section 178 ofthe Companies Act 2013. Mr. Mushtaque Khan (DIN 07295171) Independent Director is theChairman of the said Committee and Mr. Rajesh Gor (DIN 07302407) and Ms. Vijaya More (DIN07283800) Independent Directors are the members of the Committee. The Committee hasframed a policy to determine the qualification and attributes for appointment and basis ofdetermination of remuneration of all the Directors Key Managerial Personnel and otheremployees. A copy of the policy is annexed as Annexure-VI.
Details of remuneration paid to the Directors during 2018-19 are given below:
|Name of the Directors ||Directors' Position Directors ||Relationship with other ||Salary & allowances ||Contribution to P.F. (Rs.) ||Insurance (Rs.) ||Sitting Fees |
| || ||(Rs.) ||(Rs.) || || || |
|Mr. Suhir Shah (DIN 02420617) ||Managing Director || ||1056000 ||144000 ||105500 ||NIL |
|Mr. Parag Shah (DIN 02485384) ||Whole-time Director & CFO || ||1056000 ||144000 ||105500 ||NIL |
|Ms. Vijaya More (DIN 07283800) ||Independent and Non-Executive Director || ||NIL ||NIL ||NIL ||12000 |
|Mr. MushtaqueKhan (DIN 07295171) ||Independent and Non-Executive Director || ||NIL ||NIL ||NIL ||12000 |
|Mr. Rajesh Gor (DIN 07302407) ||Independent and Non-Executive Director || ||NIL ||NIL ||NIL ||12000 |
Nonexecutive/ Independent Directors do not hold any shares in the Company.
C. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee comprises of Ms. Vijaya More (DIN 07283800)Independent Director as the Chairman of the said Committee Mr. Mushtaque Khan (DIN07295171) Independent Director and Mr. Parag Shah (DIN 02485384) Whole-time Director andCFO as the member of the Committee. The role of the Committee is to consider and resolvesecurities holders' complaint and to consider approve/ratify transfer of securities ifany received. The meetings of the Committee are held once in a quarter and the complaintsand transfers are executed and responded within the time frame provided.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:
The Board of Directors met Five (5) times during the Financial Year. The interveninggap between any two meetings was not more than 120 days as prescribed by the CompaniesAct 2013. Details of dates of Board meeting are as under:
|Sr. No ||Type of Meeting ||Date |
|1 ||Board Meeting ||May 30 2018 |
|2 ||Board Meeting ||August 29 2018 |
|3 ||Board Meeting ||November 142018 |
|4 ||Board Meeting ||February 12 2019 |
The members of Audit Committee met Four (4) times during the Financial Year. Details ofdates if Audit Committee meeting are as under:
|Sr. No ||Type of Meeting ||Date |
|1 ||Audit Committee Meeting ||May 30 2018 |
|2 ||Audit Committee Meeting ||August 29 2018 |
|3 ||Audit Committee Meeting ||November 142018 |
|4 ||Audit Committee Meeting ||February 12 2019 |
The members of Shareholders' Relationship Committee met Four (4) times during theFinancial Year. Details of dates if Shareholders' Relationship Committee meeting are asunder:
|Sr. No ||Type of Meeting ||Date |
|1 ||Shareholders' Relationship Committee Meeting ||May 30 2018 |
|2 ||Shareholders' Relationship Committee Meeting ||August 29 2018 |
|3 ||Shareholders' Relationship Committee Meeting ||November 142018 |
|4 ||Shareholders' Relationship Committee Meeting ||February 12 2019 |
The members of Nomination and Remuneration Committee met Once during the FinancialYear. Details of date of Nomination and Remuneration Committee meeting are as under:
|Sr. No ||Type of Meeting ||Date |
|1 ||Nomination & Remuneration Committee Meeting ||August 29 2018 |
The Independent Directors of the Company met on 20th March 2019.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans guarantees and investments are disclosed in the financialstatements which also form part of this report.
17. DEMATERIALIZATION OF SHARES
100% Shareholding of the Company is in dematerialized form and the Company has enteredinto Tripartite Agreement with NSDL and CDSL for providing demat facilities to itsshareholders. Sharex Dynamic (India) Pvt. Ltd. continue to be our Registrar and ShareTransfer Agent.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year havebeen disclosed by the board in the report annexed to this Board's Report for enabling theMembers of the Company to give true and fair view of the related party transactionsentered by the Company with its related party during the year under review as per theprovisions of Section 188 of the Companies Act 2013 and the rules made thereunder. Thedetails of the same are provided in Form AOC-2 which is annexed as Annexure-IV.
19. DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:
a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) The Directors had prepared the annual accounts on a going concernbasis;
e) The Directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
20. PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and ismarked as "Annexure-V " to this Report.
Further during the year no employees of the Company were in receipt of remuneration interms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
21. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year under review isannexed as a part of this Annual Report as Annexure-VII.
22. REPORT ON CORPORATE GOVERNANCE:
At Relicab it is imperative that our company affairs are managed in a fair andtransparent manner. This is vital to gain and retain the trust of our stakeholders.
The Company has committed to maintain the highest standards of Corporate Governance asset out by SEBI. Disclosure of report on Corporate Governance is not mandatorily requiredto be disclosed as per SEBU (LODR) Regulation 2015 however as a prudent practice thecompany has voluntarily disclosed the same under Annexure VIII.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to formulate a policyon CSR and also has not constituted a CSR Committee.
24. RISK ASSESSMENT AND MANAGEMENT:
Your Company has a well defined Risk Management System in place as a part of its goodCorporate Governance practices. Your Company has assigned the ownership of key risks tovarious Risk Owners and has made the concerned departments and officials responsible formitigation plans and review of these risks from time to time. All the risks are identifiedat various departmental levels and suitable mitigation measures are thereafter adopted.These are subjected to a quarterly review by the Board.
25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The scope and authority of theInternal Audit function is defined by the Audit committee. To maintain its objectivity andindependency the Audit function reports to the Chairman of the Audit Committee of theboard & to the Managing Director.
The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral.
No complaints pertaining to sexual harassment were received during the F. Y. 2018-19.
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal withinstances of fraud and mismanagement if any. This mechanism is looked after by the AuditCommittee of the Company.
28. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of the Companyand their relatives. The Code requires pre-clearance for dealing in the company's Sharesand prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Company Secretaryis responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with thecode.
29. SHARE CAPITAL:
There were no change in the Share capital of the Company.
30. OTHER DISCLOSURES / REPORTING:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
d) The Company does not have any Subsidiaries and/or Joint Venture and/or AssociateCompany.
e) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/Associate Company.
f) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).
g) The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
31. SECRETARIAL STANDARDS
The Company has duly complied with the Secretarial Standards as may be applicable.
The Board of Directors expresses their deep gratitude for the co-operation and supportextended to the Company by its customers suppliers Bankers and various Governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continuous co-operation.
| ||By Order of the Board of Directors |
| ||For Relicab Cable Manufacturing Limited |
| ||Suhir Shah |
| ||Managing Director |
| ||DIN-02420617 |
|Place: Mumbai || |
|Date: May 30 2019 || |
|Registered Office: || |
|57/1(4-B) Benslore Industrial Estate || |
|Dunetha Daman - 396210 (U. T) || |
|CIN: L27201DD2009PLC004670 || |