Dear Members,
Your directors have pleasure in submitting their 38th Annual Report on the Company Crysdale Industries Limited (Formerly known as Relson India Limited) on the business and operations along with the audited financial statements for the financial year ended on March 31, 2024.
1. Financial summary or highlights/performance of the company:
The Company's financial performance as on March 31, 2024 is summarized as follows:
The Company has not carried on any business during the year and accordingly the revenue from the operations has not been generated for the financial year 2023-24 and 2022-23. The Company has booked a loss in the financial year 2023-24 amounting to Rs. 10,21,339/- as compared profit of Rs. 3,57,284/- in the financial year 2022-23.
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
2. Segment Performance:
The company's operations are integrated, and therefore, it does not present separate reportable segments.
3. Dividend:
In light of the current economic conditions and the company's cash requirements, the Board of Directors has chosen not to recommend a dividend for the financial year ending March 31, 2024.
4. Reserves:
During the year, the Board has not transferred any amount to the Reserves of the Company.
5. Change in nature of business, if any:
During the financial year under review, there were no change(s) in the nature of the business carried out by the Company. The Company carried out the same business mentioned in the memorandum of association of the Company.
6. Subsidiary, Associate and Joint Venture Companies, their highlights of performance and their contribution to overall performance of the company:
The Company has no subsidiaries and no associate companies within the meaning of Section 2(87) and 2(6) respectively of the Companies Act, 2013 ("Act") as on March 31, 2024. The Company has not entered into any joint venture during the year.
However, after the end of financial year the company has incorporated a subsidiary named 'Wergreen Industries Private Limited' and invested by subscribing to up to 51% of the shareholding in the newly formed entity.
7. Share Capital and Listing:
The paid-up equity capital as on March 31, 2024 was Rs. 165.00 Lakhs. The Company is listed on BSE Limited and as on date all the Equity Shares of the Company are in physical form. The Company's equity shares have been suspended from trading by BSE Limited, where the company is listed. However, the Company has already applied for revocation of the suspension, submitting the required fees and necessary information to BSE.
8. Name Change:
The Company has changed its name from "Relson India Limited" to "Crysdale Industries Limited" approved by members on April 04, 2024, Registrar of Companies on June 06, 2024 and by Bombay Stock Exchange (BSE) on June 20, 2024.
9. Web-link for Annual Return:
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at www.relsonindia.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.
10. Consolidated Financial Statements:
The requirement to present Consolidated Financial Statements is not applicable during the period under review. The company operates as a single entity, and there are no subsidiaries or associated entities that necessitate the consolidation of financial statements in accordance with the relevant accounting standards.
11. Revision in Financial Statements:
In terms of section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of section 129 or section 134 of the act and that no revision has been made during any of the three preceding Financial Years.
12. Deposits:
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. However, company is having unsecured loan from Directors of the company for which proper declaration has been furnished by them as required under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.
13. Material changes and commitments:
No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report.
14. 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:
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. BSE Limited, stock exchange where the company is listed has suspended the trading of Company's Equity Shares.
15. 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 had been followed along with proper explanation relating to material departures;
b) Company has 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) Company has 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) Company has prepared the annual accounts on a going concern basis;
e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. The composition of Board of Directors and KMP of the Company as on March 31, 2024 is as follows:
17. Changes in Directors and Key Managerial Personnel:
The Changes that took place in the constitution of the Board of Directors and KMP of the Company during the period under review are as below:
• Ms. Nikita Jain was Appointed as Company Secretary of the Company on 08 th April, 2023 and resigned from the post w.e.f. 06th September, 2023.
• Mr. Sadashiv Jagannath Vaidya was appointed as Chief Executive Officer (CEO) w.e.f. 08th April, 2023 and resigned from the post w.e.f. 07th June, 2023.
• Mr. Govindbhai Patel, Chief Financial Officer (CFO) and Mr. Arvind Udeshi (DIN: 08297686), Independent Director has resigned from their post w.e.f. 07th June, 2023.
• Ms. Swati Sahukara (DIN: 06801137) has been appointed as Additional Independent Director on 07th June, 2023. Her designation was subsequently changed from Additional Independent Director to Independent Director at the Annual General Meeting held on 29th September, 2023, and later from Independent Director to Director on 22nd March, 2024.
• Ms. Meenal Baid Jain was appointed as Chief Financial Officer (CFO) and Mr. Kapil Dhawan was appointed as Chief Executive Officer (CEO) w.e.f. 07th June, 2023.
• Ms. Pooja Agrawal (DIN: 10244119) was Appointed as Additional Independent Women Director on 20th July, 2023. Her designation was subsequently changed from Additional Independent Women Director to Independent Women Director at the Annual General Meeting held on 29 th September, 2023.
• Ms. Kavita Ashok Jain was appointed as Company Secretary & Compliance Officer w.e.f. 05th December, 2023.
• Mr. Ramchandra Mahadev More (DIN: 09726027) and Ms. Aparna Gupta (DIN: 00822979), Director of Company has resigned from the post w.e.f. 20th March, 2024.
18. Number of Meetings of the Board of Directors and Attendance:
For the financial year in review, the Board of Directors had 13 (Thirteen) Board Meetings which were in compliance with the relevant provisions of all the applicable laws and rules. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards-I. The dates of the Board Meetings were: April 08, 2023, May 15, 2023, June 07, 2023, July 20, 2023; August 09, 2023; September 04, 2023; September 06, 2023; November 10, 2023; December 05, 2023; February 08, 2024; February 26, 2024; March 09, 2024 and March 22, 2024:
19. Declaration by an Independent Director(s) and re- appointment, if any:
As per the provisions of Section 149(6) read along with Rule 4 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company has received declaration from Independent Director in the Company as required under the Companies Act, 2013 for Financial Year 2023-24.
However, Company has appointed Ms. Swati Sahukara (DIN: 06801137) as Additional Independent Director w.e.f. 07/06/2023 and Ms. Pooja Agrawal (DIN: 10244119) as Additional Independent Director w.e.f. 02/07/2023 and re-appointed as Independent Director in the AGM held during the year and w.e.f. 22/03/2024, Mr. Narendrakumar Badrinarayan Patel was appointed as Additional Independent Director (DIN: 08467505) and designation of Ms. Swati Sahukara (DIN: 06801137) changed from Independent Director to Director.
20. Disclosure of Declaration for Disqualifications by Directors:
During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.
21. Separate Meeting of Independent Directors:
As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on 09th March, 2024. The Independent Directors in the said meeting has reviewed the performance of Non-Independent directors and Board as a whole including the performance of the Chairperson of the company after accounting the views of executive directors and non-executive directors and also assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.
22. Performance Evaluation & Nomination and Remuneration Policy:
Pursuant to section 134(3)(p) of Companies Act 2013 and rule 8(4) of Companies (Accounts) Rules, 2014 and clause 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy available on the Company's website i.e. www.relsonindia.com.
23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:
As a part of the effort to evaluate the effectiveness of the internal control systems, your Company's internal audit system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.
24. Statutory Auditors:
The present Statutory Auditors M/s JMMK & Co, Chartered Accountants, (ICAI Firm Registration No: 120459W) appointed in the 37th Annual General Meeting ("AGM") held during the year under review for a term of five consecutive years i.e., upto 42nd AGM as Statutory Auditors of the Company. The Statutory Auditors have confirmed that they are not disqualified and are eligible to hold office as Statutory Auditors of your Company. Representative of the Statutory Auditors of your Company attended the previous AGM. The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013 and does not contain any qualification, reservation or adverse remark or disclaimer. Further no fraud has been reported by the auditors under sub section (12) of section 143 of the Companies act, 2013.
25. Cost Auditors
The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.
26. Secretarial Auditor:
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Nitesh Chaudhary, Proprietor of M/s. Nitesh Chaudhary & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit report is annexed herewith as Annexure-I to this report.
27. Share Capital:
a) Issue of equity shares with differential rights:
The Company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.
b) Issue of sweat equity shares:
The Company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.
c) Issue of employee stock options:
The Company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.
d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 202324.
e) Increase in Authorized Share Capital of Shares:
During the year, the Company did not undertake any increase in its Authorized Share Capital. The existing Authorized Share Capital remains unchanged.
f) Issue of Equity Shares:
During the year, the Company had made no issue of securities and had no variations or alterations in its Register of Members.
28. Conservation of energy and technology absorption:
As the Company is not a manufacturing Company, the Board of Directors has nothing to report on conservation of Energy and Technology absorption, Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. However, concerned efforts to conserve energy continued throughout the year.
29. Foreign exchange earnings and outgo:
During the year under review, the Company has not entered into any foreign transactions. As a result, there were no foreign exchange earnings or outgo recorded during the financial year.
30. Corporate Social Responsibility (CSR):
As per the provisions of Section 135 of the Companies Act, 2013, the requirement to undertake Corporate Social Responsibility (CSR) activities is not applicable to the Company. Consequently, the Company is not obligated to carry out or report any CSR activities during the financial year.
31. Managerial Remuneration / Remuneration Policy:
The Board has framed a policy for selection and appointment of Directors, senior management and their remuneration.
32. Particulars of loans, guarantees or investments under Section 186:
The details of loans outstanding as on March 31, 2024 under Section 186 of the Companies Act, 2013 is provided in Note 4.3 to the Financial Statements.
During the year under review, your Company has neither given guarantees nor has made any investments within the meaning of Section 186 of the Companies Act, 2013 and the rules made there under.
33. Particulars of Employees:
There are 3 employees of the Company who are temporary in nature. No remuneration paid to anyone during the year under review.
34. Particulars of contracts or arrangements with related parties under Section 188:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.
35. Whistle Blower Policy:
The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, performance, and passion, and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The vigil mechanism policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
36. Disclosure 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 under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has set up Internal Complaints Committee(s) 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 under review the Company has neither received any complaint of harassment nor any complaints pending there under.
37. Business Risk Management:
The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and addresses emerging challenges.
38. Committees
a. Audit Committee:
The primary objective of the Audit Committee is to monitor and effectively supervise the Company's financial reporting process with a view to provide accurate, timely and proper disclosures and the integrity and quality of the financial reporting.
The Audit Committee has been constituted on 20th July, 2023. During the reporting period, the Audit Committee has been reconstituted at the Board Meeting held on 22nd March, 2024, due to change in term of Ms. Swati Sahukara from Independent Director to non-executive Non-Independent Women Director, therefore Mr. Narendrakumar Badrinarayan Patel has been appointed as a Chairman of the Audit Committee. Constitution of Committee is as follows:
During the financial year 2023-24, the Committee met 4 times on 15th May, 2023; 09th August, 2023; 10th November, 2023 and 08th February, 2024. Name of Members and Attendance during the year is as follows:
*Ms. Aparna Gupta resigned from the Directorship of the Company w.e.f 20.03.2024. ** Mr. Arvind Udeshi resigned from the Directorship of the Company w.e.f 07.06.2023.
b) Nomination and Remuneration Committee:
The Board has constituted Nomination and Remuneration Committee on 20th July, 2023. During the reporting period, the Nomination and Remuneration Committee has been reconstituted at the Board Meeting held on 22nd March, 2024, Mr. Narendrakumar Badrinarayan Patel has been appointed as a Chairman of the Nomination and Remuneration Committee. Constitution of Committee is as follows:
During the financial year 2023-24, the Committee met 2 times on: 05th December, 2023 and 22nd March, 2024. Name of Members and Attendance during the year is as follows:
*Mr. Ramchandra More resigned from the Directorship of the Company w.e.f 20.03.2024.
c) Shareholders/Investors Grievance Committee:
The Board has constituted Shareholders/Investors Grievance Committee on 20th July, 2023 During the reporting period, the Nomination and Remuneration Committee has been reconstituted at the Board Meeting held on 22nd March, 2024, due to change in term of Ms. Swati Sahukara from Independent Director to non-executive NonIndependent Women Director, Mr. Narendrakumar Badrinarayan Patel has been appointed as a Chairman of the Nomination and Remuneration Committee. Constitution of Committee is as follows:
During the financial year 2023-24, the Committee met Once on: 02nd September, 2023. Name of Members and Attendance during the year is as follows:
*Ms. Aparna Gupta resigned from the Directorship of the Company w.e.f 20.03.2024.
39. Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information ("Code"):
Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.
40. Other Disclosures:
• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024.
• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.
• There was no one time settlement of loan obtained from the Banks or Financial Institutions.
• The Company does not make payment to any Non-Executive Directors except sitting fee if, approved by the Board.
41. Depository:
Equity shares of the Company are in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Annual Custody/Issuer fee for the year 2023-24 has been paid by the Company to NSDL and CDSL.
42. Management Discussion and Analysis:
The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report as Annexure-III.
43. Report on Corporate Governance and Compliance Certificate:
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to provide a Report on Corporate Governance and a Compliance Certificate is not applicable to the Company during the year under review.
44. Code of Conduct
The Company has framed and adopted a Code of Conduct and Ethics ("the Code"). The Code is applicable to the members of the board, the executive officers and all employees of the Company. All members of the board and senior management personnel have affirmed compliance to the Code as on March 31, 2024. A declaration to that effect signed by the Chief Executive Officer is enclosed as Annexure-IV to this report.
45. Disclosure with respect to demat suspense account/ unclaimed suspense account:
The Company does not have any shares in the demat suspense account/ unclaimed suspense account.
46. Disclosure on confirmation with Secretarial Standards:
The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India to be complied pursuant to the Companies Act, 2013 and rules made there under, have been duly complied with.
47. Acknowledgements:
Your directors appreciate and value the contributions made by every member of the Company and extend their sincere appreciation for the assistance and co-operation received from the bankers. Directors also place on record their deep sense of appreciation for the committed services by the Company's executive and staff.
For and on behalf of the Board of Directors
CRYSDALE INDUSTRIES LIMITED
(Formerly known as Relson India Limited)