| Dear Members,
The Directors have pleasure in presenting their 24th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
(Standalone)
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
Rs. in lacs
Particulars" 2014-2015 2013-14
Gross Income 95.38 75.01
Profit Before Interest and 27.14 29.88
Depreciation
Finance Charges - -
Gross Profit 27.14 29.88
Provision for Depreciation 13.57 9.77
Net Profit Before Tax 13.57 20.11
Provision for Tax 9.33 -1.67
Net Profit After Tax 4.24 -3.24
Balance of Profit brought forward 30.86 34.10
from previous year
Balance available for appropriation 4.24 -3.24
Proposed Dividend on Equity 0 0
Shares
Tax on proposed Dividend 0 0
Transfer to General Reserve 0 0
Surplus carried to Balance Sheet 35.10 30.86
2. Brief description of the Company's working during the vear/State of
Company's affair
There is No other Division of the Company. Company is member of
National Stock Exchange and Company has institutional clients. Company
is implementing the policy of minimizing the cost and to make profit.
This year Company has Net Profit of Rs 4.24 lacs.
3. Change in the nature of business
There is no change in nature of business.
4. Dividend
No Dividend is recommended during this year as there is insufficient
profit.
5. Reserves
Board proposes not to carry any reserves.
6. Share Capital
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares during the financial year
2014-2015.
ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any shares during the financial year
2014-2015.
7. Directors and Key Managerial Personnel
Mr. Mukesh Jugaldas Desai and Mrs. Niti Baiioo Raval, Directors retire
by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment.
During the year, Mrs. Niti Baijoo Raval, have been appointed as a CFO.
Shri S S Upadhyaya Director expired.
8. Particulars of Employees
There was no employee whose remuneration was in excess of the limits
prescribed under section 134(3) (q) of the Companies Act, 2013 read
with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014
9. Meetings
The following Meetings of the Board of Directors were held during the
Financial Year 2014-15:
S Date of Meeting Board Strength No. of Directors
N Present
1 30th April 2014 4 2
2 29th May, 2014 4 2
3 24th June 2014 5 2
4 28th July 2014 5 2
5 5th November 2014 5 2
6 5th February 2015 5 2
The following Meetings of the Audit Committee were held during the
Financial Year 2014-15:
S Date of Meeting Board Strength No. of Directors
N Present
1 29th May, 2014 2 2
2 28th July 2014 2 2
3 5th November 2014 2 2
4 5th February 2015 2 2
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year six Board Meetings and four Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Remuneration Committees.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
11. Declaration by an Independent Director(s) and re- appointment, if
any
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as Annexure VI.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
12. Remuneration Policy
The Board has, on the recommendation of the Remuneration Committee
framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in
the Corporate Governance Report.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Shri Baijoo Raval's annual salary Rs. 4,20,000/-(Rupees four lakhs
twenty thousand only)
Mrs. Niti Baijoo Raval's annual salary Rs. 2,40,000/-(Rupees two lakhs
forty thousand only)
B) Details of the every employee of the Company as required pursuant to
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
Mrs. Niti Raval have been appointed as CFO of the Company
C) Any director who is in receipt of any commission from the company
and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company
or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board's Report. --- Not Applicable-----
D) The following disclosures shall be mentioned in the Board of
Director's report under the heading "Corporate Governance", if any,
attached to the financial statement: -
(i) All elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors; No other
directors are paid any commission
(ii) Details of fixed component and performance linked incentives along
with the performance criteria; No incentives are paid
(iii) Service contracts, notice period, severance fees; Not Applicable
(iv) Stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which
exercisable. Not applicable
13. Details of Subsidiary
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is given as Annexure-V [Performance and
financial position of subsidiary included in the consolidated financial
statement]
Further, the Annual Accounts and related documents of the subsidiary
company shall be kept open for inspection at the Registered office of
the Company. The Company will also make available copy thereof upon
specific request by any Member of the Company interested in obtaining
the same. Further, pursuant to Accounting Standard AS-21 issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the
financial information of its subsidiary.
14. Auditors:
The Auditors, M/s S. K. Bajaj & Associates, Chartered Accountants,
Mumbai, (Firm Registration No. 110817) retire at the ensuing Annual
General Meeting and, being eligible; offer themselves for reappointment
for a period of five years from the conclusion of this Annual General
Meeting till the conclusion of 2018-2019 Annual General Meeting.
15.Auditors' Report
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
16.Secretarial Audit 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 the Company. The report of the Secretarial
Auditors is enclosed as Annexure VII to this report. The report is
self-explanatory and do not call for any further comments.
In response to Company Secretary remarks in Secretarial Report for the
year ended 31st March 2015, we have to inform the members as under:
1 We are in the process of appointing Internal Auditor as per Companies
Act 2013 in current year
2 We have appointed Company Secretary
3 We are in process of depositing Provident fund amount.
4 we are pursuing the matter in all the cases
5 From this year we will advertise the results in the prescribed news
papers.
17.Internal Audit & Controls
The Company is in process of appointing Internal Auditor 18.Issue of
employee stock options
The Company did not issue employee stock options this year.
The Board of directors, shall, inter alia, disclose in the Directors'
Report for the year, the details as provided in rule 12 (9) of
Companies (Share Capital and Debentures) Rules, 2014.
Particulars
Approval NA
Options granted NA
Options vested NA
Options exercised NA
Total number of shares arising out of exercise NA
of options
Options forfeited/lapsed/cancelled NA
Variations of terms of options NA
Money realized by exercise of options NA
Total number of options in force NA
Notes: -
1. Details of options granted during the fiscal 2012 to: 2015
Particulars
(a) Directors and key managerial personnel Nil
2 ----
3. ----
(b) Any other employee who received a grant in any one Nil
year of options amounting to 5% or more of the options
granted during the year (includes employees and group
company employees)
(c) Identified employees who are granted options, Nil
during any one year equal to exceeding 1% of the
issued capital (excluding outstanding warrants and
ml conversions) of the Company at the time of grant
19. Viail Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimisation of employees who avail of the
mechanism and also provide for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
20. Risk management policy
The Company has adopted a Risk Management Policy in accordance with the
provisions of the Act and Clause 49 of the Listing Agreement. It
establishes various levels of risks with its varying levels of
probability, the likely impact on the business and its mitigation
measures.
The Internal Audit facilitates the execution of Practices in the
Company, in the areas of risk identification, assessment, monitoring,
mitigation and reporting. Asset Liability and Risk Management Committee
oversees the Risk Management and reports to the Audit Committee as well
as to the Board of Directors about risk assessment and management
procedures and its status from time to time.
21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORK PLACE :
The Company has adopted a policy on Prevention, Prohibition and
Redressal of Sexual Harassment at the Workplace, in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013 and the Rules there under. The
Policy aims to provide protection to employees at the work place and
prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe
working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, known as the Prevention
of Sexual Harassment Committee, to inquire into complaints of sexual
harassment and recommend appropriate action. The Company has not
received any complaint of sexual harassment during the financial year
2014-2015.
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I .
23. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
There are no such changes or commitments occurred, affecting the
financial position of the Company between the end of the financial year
(i.e. 31.03.2015) and the date of this report.
24. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future
The Company has not received any significant/material orders from the
statutory regulatory bodies/courts/tribunals which affect the
operations/status of the Company.
25. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The has an Internal Audit Charter specifying mission, scope of work,
independence, accountability and authority of Internal Audit
Department.
26. Deposits:
The Company has not accepted any public deposits during the financial
year 2014-2015.
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year; NA
(b) remained unpaid or unclaimed as at the end of the year; NA
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved- NA
(I) at the beginning of the year; NA
(ii) maximum during the year; NA
(iii) at the end of the year; NA
The details of deposits which are not in compliance with the
requirements of Chapter V of the Act; NA
27. Particulars of loans, guarantees or investments under section 186
Details of Loans:
SL Date of Details of Amount Purpose for Time Date
No making Borrower which the period of BR
loan loan is to for
be utilized which
by the it is
recipient given
SL Date of Rate of Security
No SR (if Interest
reqd.)
No loans were made by the Company during the Year Details of
Investments:-
SL Date of Details of Amount Purpose for which the
No investment proceeds from
investment is
proposed to be utilized
by the recipient
SL Date of BR Date of SR (if reqd) Expected rate of return
No
No Investments were made by the Company during the Year Details of
Guarantee / Security Provided:
SL Date of Details Amount Purpose for
No providing of which the
security/guarant recipient security/guarant
ee ee is proposed to
be utilized by the
recipient
SL Date of Date of Commission
No BR SR (if
any)
During the year the company has not provided any guarantee or security
28. Particulars of contracts or arrangements with related parties:
The Company has not transacted any contracts or arrangement with
related parties during the financial year 2014-15. Therefore there is
NO Related Party Transaction during the year.
29. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement is annexed with the report.
30. Management Discussion And Analysis
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015. Attached herewith
31.Statutory Disclosures
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report. However, as per the
provisions of Section 219 (b) (iv) of the said Act read with Clause 32
of the Listing Agreement. NOT APPLICABLE
32. 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
33. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
Being a share broking company and not involved in any industrial or
manufacturing activities, the Company's activities involve very low
energy consumption and has no particulars to report regarding
conversion of energy and technology absorption. However, efforts are
made to further reduce energy consumption.
The details of conservation of energy, 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
34. Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 shall be made. NOT APPLICABLE
35. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
36. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and the reviews
performed by Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the
financial year 2014-15.
Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that: -
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
and
(e) they have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
37. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
38. Listing With Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to ASE and BSE where the Company's Shares are listed.
39. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors
RELIC TECHNOLOGIES LIMITED
BAIJOO MADHUSUDAN RAVAL Hemant K Choksey
Director Director
(DIN No. 00429398) (DIN No. 00396961)
Place: Mumbai
Date: 29th July 2015
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