To, The Members,
Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024
1. FINANCIAL RESULTS:
Your Company's performance during the Financial Year 2023-24 is summarized below:
2. Review of Operations:
The performance of the company during the year was satisfactory. The company during the year has posted a Turnover of Rs.164.43/- lacs as against Rs.156.61/- lacs during the previous year.
3. Dividend:
Your directors propose not to declare dividend in financial year 2023-2024 to keep profit for future business opportunities your directors do not recommend any dividend for the Financial Year 2023-24.
Share Capital:
There was no change in Share Capital of the Company during the Financial Year 2023-24.
Brief description of the Company's working during the year/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 Loss after Tax of Rs 87.03/-lacs.
Transfer to Reserves
The Board proposes not to carry any amount to special reserves. However, surplus will be carried forward to Balance Sheet
7. Subsidiary Company
The Company has one subsidiary as on 31st March, 2024. There are no associate companies or 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 the subsidiaries. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is attached to the financial statements of the Company. 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.
Directors' Responsibility Statement
Pursuant to section 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 have been followed and there are no 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 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 the 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; they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
e. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 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 2023-24.
Directors and key managerial personnel
During the year, there is no change in the Directors and key managerial personnel.
10. Number of meetings of the board
Four meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
11. Board evaluation
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations”). The performance of the Board was evaluated by the board after seeking inputs from all the directors basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. 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.
12. Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, 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 in the management discussion & analysis, which forms part of this report.
14. Audit committee
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
15. Auditors
M/s. Uday Pasad & Associates, Chartered Accountants (Mem No:046581), Mumbai, appointed as Statutory Auditors for a period of 5 year from the conclusion of 33rd Annual General Meeting till the conclusion of 38th 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 Auditors remarks 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 the Company. Report of the secretarial auditor is given as an annexure which forms part of this report. In the matter of qualification Board explanation is as under :
1. Company will approach Bank for NOC. Then Company will file required form with appropriate authority
2. Court cases dismissed by court and now pending for ROC update.
18. Risk management
Risk Management is the process of identification, assessment and prioritization of of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Your Company is not applicable to form Risk management committee.
19. Particulars of loans, guarantees and investments Details of Loans:
Details of Investments:
Details of Guarantee / Security Provided:
20. Transactions with related parties
The Company has transacted contracts or arrangement with related parties(Relic Pharma Limited) during the financial year 2023-24.
21. Corporate social responsibility
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made. NOT APPLICABLE
22. 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
23. 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.
24. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
25. 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
(b) Technology absorption: Not Applicable
(c) Foreign exchange earnings and Outgo Foreign Exchange earnings: Nil Out go: Nil
26. 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. Anumber 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.
27. Transfer of Amounts to Investor Education and Protection:
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).
28. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to and BSE where the Company's Shares are listed.
29. Details of significant_and material orders passed by the regulators 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.
30. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. There has an Internal Audit Chartered Accountant specifying mission, scope of work, independence, accountability and authority of Internal Audit Department.
31. Corporate Governance Certificate
The Company is having Paid-up share Capital of the Company Rs.3,60,00,000/- and Reserves Rs. 1,99,28,000/- as on 31.03.2024 and it is below paid-up capital of Rs. 10 Cr and Net worth below Rs.25 Cr. Hence as per SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated 15" Sept, 2014, compliance of Corporate Governance and ASCR is not applicable to the Company under SEBI (LODR) Regulations, 2015
32. Management Discussion and Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024. Attached herewith
33. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. There has an Internal Audit Chartered Accountant specifying mission, scope of work, independence, accountability and authority of Internal Audit Department.
34. 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.
35. Acknowledgement:
The directors thank the Company's employees, customers, vendors, and investors for their continuous support. The directors appreciate and value the contributions made by every member of the Relic Technologies Ltd. family.