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Relson India Ltd.

BSE: 502473 Sector: IT
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Relson India Ltd
NSE 05:30 | 01 Jan Relson India Ltd

Relson India Ltd. (RELSONINDIA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in submitting their 31sAnnual Report on theCompany Relson India Limitedon the business and operations along withthe audited financialstatements for the financial year ended on March 31 2017.

1. Financial summary or highlights/performance of the company:

The Company's financial performance as on March 31 2017 is summarized as follows:

Particulars For the year ended on March 31 2017 For the year ended on March 31 2016
(Rs.) (Rs.)
Revenue from Operations - -
Other Income 2333745 2187290
Total Revenue 2333745 2187290
Total Expenses 1767314 1666900
Profit/Loss Before Tax 566431 520390
Less: Current Tax 187000 189079
Less: Deferred Tax 114414 (19889)
Profit/Loss After Tax 265017 351200
Add: Amount of reserves brought from previous year 24758092.77 24421147.38
Balance carried to balance sheet 25023109.75 24758092.77

2. Dividend:

Your Directors do not recommend any dividend for the financial year 2016-17 with a viewto conserve the resources for future.

3. Transfer to Reserves:

Your Directors hereby do not propose to transfer the profit earned for the year2016-17.

4. Brief description of the Company's working during the year/State of Company'saffair:

The Company's turnover for the year 2016-17 was Rs. 23.33 lakhs as compared to Rs.21.87 Lakhs in the previous year. The net profit after tax decreased from Rs. 3.51 lakhsin previous year to Rs. 2.65 lakhs in the current year.

5. Change in nature of business if any:

During the financial year under review there were no change(s) in the nature of thebusiness carried out by the Company.

The Company carried out the same business mentioned in the memorandum of association ofthe Company.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

No Material change hasoccurred 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 courts ortribunals impacting the going concern status and company's operations in future:

No such orders have been passed in relation with your company.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

As a part of the effort to evaluate the effectiveness of the internal control systemsyour Company's internal audit system reviews all the control measures on periodic basisand recommends improvements wherever appropriate. The Company has in place adequateinternal control systems and procedures commensurate with the size and nature of itsbusiness These systems and procedures provide reasonable assurance of maintenance ofproper accounting records reliability of financial information protections of resourcesand safeguarding of assets against unauthorized use. The management regularly reviews theinternal control systems and procedures.

9. Details of Subsidiary/Joint Ventures/Assocjate CompanieSj

The Company has no subsidiaries and no associate companies within the meaning ofSection 2(87) and 2(6) respectively of the Companies Act 2013 ("Act") as onMarch 31 2017.

Company has not entered into any joint venture during the year.

10. Deposits:

i he Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet

11. Statutory Auditors:

a) Statutory Auditors

M/s. AVS & Co. Chartered Accountants (Firm Registration No. 113109W) wereappointed as the statutory auditors of the Company for the term of three years (01/04/2015to 31/03/2018) at the Annual General Meeting of the Company held on September 30 2015subject to ratification by members at every Annual General Meeting.

M/s AVS & Co. Chartered Accountants Statutory Auditors of the Company are eligiblefor reappointment and offers themselves for re-appointment. They have confirmed theireligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.

b) Cost Auditors

Not applicable to your Company.

c) Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Company hasappointed JMJA & Associates LLP Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith asAnnexure-lto this report.

d) Independent Auditors' Report

The Notes on financial statement reterred to in the Auditors' Report areself-explanatory and do not call for any further comments.The Independent Auditors Reportdoes not contain any qualification reservation or adverse remarks which need explanationor comments by the Board.

12. Share Capital:

a) Issue of equity shares with differential rights:

During the Financial Year ended on March 31 2017 no equity shares with differentialvoting rights were issued.

b) Issue of sweat equity shares:

During the Financial Year ended on March 31 2017 no sweat equity shares were issued.

c) Issue of employee stock options:

During the Financial Year ended on March 31 2017 no Employee Stock Options wereissued.

d) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

Not applicable on your Company.

e) Increase in Authorized Share Capital of Shares:

During the year the Company has not increased its Authorized Share Capital.

f) Issue of Equity Shares:

During the year the Company had made no issue of securities and had no variations oralterations in its Register of Members.

13. Extract of the annual return:

The Extract of annual return in Form MGT - 9 is attached herewith as Annexure -2.

14. Conservation of energy and technology absorption:

The Company is not engaged in manufacturing activities; therefore the particularrequirement is not applicable. Flowever concerned efforts to conserve energy continuedthroughout the year.

15. Foreign exchange earnings and outgo:

During the year under review the Company has not entered into any foreign transaction.

16. Corporate Social Responsibility (CSR]:

Not applicable to your company.

17. Directors:

a) Changes in Directors and Key Managerial Personnel:

There was no change in the constitution of the Board of Directors of the Company duringthe year under review. The present Board continues to give their valuable contribution tothe Company.

b) Declaration by an Independent Director(s) and re- appointment if any:

The Company is under process of appointing Independent Directors.

The Company proposes to reappoint a Director in place of Ms. Anusuya Ramprasad Gupta(DIN 02700259) who retires by rotation and being eligible offers herself forre-appointment.

c) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its various Committees.

18. Number of Meetings of the Board of Directors:

For the financial year in review the Board of Directors had 4 Board Meetings whichwere in compliance with the relevant provisions of all the applicable laws and rules. Theintervening gapbetween the Meetings was within the period prescribed under the CompaniesAct 2.013 and Secretarial Standards-I. The dates of the Board Meetings were:

1. May 30 2016

2. August 04 2016

3. November 11 2016

4. February 10 2017

Details as required under Clause 9 of Secretarial Standards-I are as under: -

S. No. Name of the Director

Board Meeting

Whether attended last AGM Held on
No. of Meeting which were entitled to attend No. of Meetings attended % of attendance
1. Aparna Gupta 4 4 100 Yes
2. Praveen Kumar Jain 4 3 100 Yes
3. Anusuaya Ramprasad Gupta 4 3 100 No

19. Particulars of loans guarantees or investments under section 186:

The details of Loans guarantee and investments made by the Company are provided innotes to Financial Statements.

20. Particulars of Employees:

There are 3 employees of the Company who are temporary in nature.

The ratio of remuneration of each director to the median employees remuneration andother details in terms of sub-section 12 of section 197 of the Companies Act 2013 readwith rules 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel)Rules 2014 forming part of this report as Annexure-3.

21. Particulars of contracts or arrangements with related parties:

During the financial year in review the Company has entered into any contracts orarrangements with related parties as defined under Section 188 of the Companies Act 2013.

22. Managerial Remuneration / Remuneration Policy:

The Board has framed a policy for selection and appointment of Directors Seniormanagement and their remuneration.

23. Disclosure under the Sexual Harassment of Women at Workplace (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 the Workplace (Prevention Prohibition&Redressal) Act2013. All employees(Permanent contractual temporary trainees) arecovered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-2017:

No of Complaints received: NIL No of Complaints disposed off: NIL

23. Whistle Blower Policy:

The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any.

In staying true to our values of Strength performance and passion and in line withour vision of being one of the most respected companies in India the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.

A high level committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

24. Business Risk Management:

The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on regular basis to ensure that a robust system ofrisk controls and mitigation is in place. Senior management periodically reviews this riskmanagement framework to keep updated and addresses emerging challenges.

25. 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 hadbeen followed along with proper explanation relating to material departures;

b) Company has 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 profitand loss of the company for that period;

c) Company has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) Company has prepared the annual accounts on a going concern basis; and

e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) Company has devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

26. Acknowledgements:

Your Directors appreciate and value the contributions made by every member of theCompany and extend their sincere appreciation for the assistance and co-operation receivedfrom the bankers.

Directors also place on record their deep sense of appreciation for the committedservices by the Company's executive and staff.

For and on behalf of the Board of Directors
RELSON INDIA LIMITED
Praveen Jain Aparna Gupta
Director Director
DIN:01390983 DiN:00822979
Date:May 30 2017
Place: Mumbai

Annexure-3

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5( 1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Sr. No Requirements Disclosure
1 The ratio of the remuneration of each director to themedian remuneration of the employees for the financial year As per Table-A below
2 The percentage increase in remuneration of each directorCFO CEO CS in the financial year As per Table-A below
3 The percentage increase in the median remuneration of employees in the financial year No changes in median remuneration of the employees in the financial year
4 The number of permanent employees on the rolls of the Company There were 3 employees as on March Company 31 2017
5 The explanation on the relationship between average increase in remuneration and Company performance There was no increase in the remuneration during the last financial year. However the performance of the Company in terms of net profit was Decreased by 13.80%
6 Comparison of the remuneration of the Key Managerial against the performance of the company. The Company has not appointed Key Managerial Personnel
7 Variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year The Market capitalization of the Company is 2.18 cr. as of March 31 2017. Over the same period the price to earnings ratio moved from0.26 to 0.31. No movement in stock market price in last year.
8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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 remuneration There was increase in the managerial remuneration during the Iasi financial year
9 Comparison the each remuneration of the Key Managerial Personnel against the performance of the company The Company has not appointed any Key Managerial Personnel.
10 The key parameters for any variable component of remuneration availed by the Directois No such variable component availed by any director
11 The ratio of She remuneration of the highest paid directoi to that oi the employees who are nut directors but receive remuneration in excess of the highest paid director during the year No such cases exist in the (.jrrent FY
12 Affirmation that the remuneration is as per the remuneration policy of the company It is hereby confirmed

Table A

Sr. No. Name Designation The ratio of remuneration of each Director to the median remuneration of the employees Percentage changes in remuneration of each Director and KMP
1 Ms. Aparna Gupta Director NIL NIL
2 Mr. Praveen Kumar Jain Director NIL NIL
3 Ms. Anusuya Ramprasad Gupta Director NIL NIL