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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


The Members

Your Directors have pleasure in submitting their 35th Annual Report on theCompany Relson India Limited on the business and operations along with the auditedfinancial statements for the financial year ended on March 31 2021.

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

The Company's financial performance as on March 31 2021 is summarized as follows:

Particulars For the year ended on March 31 2021 (Rs.) For the year ended on March 31 2020 (Rs.)
Revenue from Operations - "
Other Income 1564108 2080369
Total Revenue 1564108 2080369
Total Expenses 1109928 1656253
Profit/Loss Before Tax 454180 424116
Less: Current Tax -
Less: Provision for Income Tax 65092 104976
Less: Deferred Tax -
Profit/Loss After Tax 389087 319140
Add: Amount of reserves brought from previous year 26521134 26205455
Balance carried to balance sheet 26910221 26524595

2. Dividend:

Your directors do not recommend any dividend for the financial year 2020-21 with a viewto conserve the resources for future.

3. Transfer to Reserves:

During the year the Board has transferred the profit amounting to Rs. 389087 to theReserves of the Company.

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

The Company's earnings for the year 2020-21 was Rs. 15.64 lakhs as compared to Rs.20.80 Lakhs in the previous year. The net profit after tax for the financial year 2020-21was Rs. 3.89 Lakhs which was as compared to Rs. 3.19 Lakhs in the previous financial year2019-20.

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 inthe memorandum of association of the 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 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 courts ortribunals impacting the going concern status and company's operations in future:

BSE has suspended the Company's trading on its website mentioning the followingcomment: "Suspended for Penal Conditions". Your Directors are with the BSEauthorities in this regard.

8. Details in respect of adequacy of Internal financial controls with reference to tKeFinancial 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 Subsldiarv/Joint Ventures/Assodate Companies;

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 2021.

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

10. Deposits:

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.

11. Statutory Auditors:

a) Statutory Auditors

Pursuant to the provisions of Section 139 (1) of the Companies Act 2013 and the rulesframed thereunder M/s. Gyaneshwar Kataram & Associates Chartered Accountants (FirmRegistration No. 124286W) were appointed as the Statutory Auditors of the Company for aperiod of five years at the Annual General Meeting held on September 29. 2018

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 undertakethe Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith asAnnexure-llto this report.

d) Independent Auditors' Report

The Notes on financial statement referred 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 2021 no equity shares with differentialvoting rights were issued.

b) Issue of sweat equity shares:

During the Financial Year ended on March 31 2021 no sweat equity shares were issued.

c) Issue of employee stock options:

During the Financial Year ended on March 31 2021 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 which is in accordance with the section92(3) of the Companies Act read with the Companies (Management and Administration) Rules2014 is enclosed as Annexure - I. the Company does not have a website as on date.

14. Conservation of energy and technology absorption: .

The Company is not engaged in manufacturing activities; therefore the particularrequirement is not applicable. However 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:

The Changes that took place in the constitution of the Board of Directors of theCompany during the per od under review are as below;

Sr. No Name of the Director . DIN Particulars' of Change Date of Change
1 Mr. Varun Agarwal 1 - - 08699667 Appointment as an Additional Director November 11 2020

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

There are no independent directors in the Company.

c) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has not carried anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its various Committees as the Company do not have Independent Directors onits Board.

18. Number of Meetings of the Board of Directors:

For the financial year in review the Board of Directors had 5 Board Meetings whichwere in compliance with the relevant provisions of all the applicable laws and rules. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Secretarial Standards-I. The dates of the Board Meetings were:

1. July 31 2020;

2. September 02 2020;

3. September 17 2020;

4. October 30 2021;

5. November 11 2020;

6. February 12 2021

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

Sr. 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 September 302020
1. Aparna Gupta 5 5 100 Yes
2. Rajiv Gupta 5 5 100 Yes
3. Sandeep Shah 5 5 100 Yes
4. Varun Agarwal 1 1 100 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 employee's 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-111.

21. Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

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 (Prevention.Prohibition 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 ofduring the year 20192020:

No of Complaints received: NIL No of Complaints disposed of: 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 annua! 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 thecommitted services by the Company's executive and staff.

For and on behalf of the Board of Directors RELSON INDIA LIMITED

Rajiv Gupta Director
Date: September 07 2021 DIN:01116868
Place: Mumbai