Relson India Ltd Directors Report.
Your Directors have pleasure in submitting their 31s,Annual Report on the Company Relson India Limitedon the business and operations along withthe audited financial statements for the financial year ended on March 31, 2017.
1. Financial summary or highlights/performance of the company:
The Companys 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|
|Revenue from Operations||-||-|
|Profit/Loss Before Tax||5,66,431||5,20,390|
|Less: Current Tax||1,87,000||1,89,079|
|Less: Deferred Tax||1,14,414||(19,889)|
|Profit/Loss After Tax||2,65,017||3,51,200|
|Add: Amount of reserves brought from previous year||2,47,58,092.77||24421147.38|
|Balance carried to balance sheet||2,50,23,109.75||2,47,58,092.77|
Your Directors do not recommend any dividend for the financial year 2016-17 with a view to conserve the resources for future.
3. Transfer to Reserves:
Your Directors hereby do not propose to transfer the profit earned for the year 2016-17.
4. Brief description of the Companys working during the year/State of Companys affair:
The Companys 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 lakhs in 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 the business carried out by the Company.
The Company carried out the same business mentioned in the memorandum of association of the Company.
6. 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:
No Material change hasoccurred subsequent to the close of the financial year of the Company 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 or tribunals impacting the going concern status and companys 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 the Financial Statements:
As a part of the effort to evaluate the effectiveness of the internal control systems, your Companys 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.
9. Details of Subsidiary/Joint Ventures/Assocjate CompanieSj
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, 2017.
Company has not entered into any joint venture during the year.
i he 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
11. Statutory Auditors:
a) Statutory Auditors
M/s. AVS & Co. Chartered Accountants (Firm Registration No. 113109W), were appointed as the statutory auditors of the Company for the term of three years (01/04/2015 to 31/03/2018) at the Annual General Meeting of the Company held on September 30, 2015, subject to ratification by members at every Annual General Meeting.
M/s AVS & Co. Chartered Accountants, Statutory Auditors of the Company are eligible for reappointment and offers themselves for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed 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 has appointed JMJA & Associates LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-lto this report.
d) Independent Auditors Report
The Notes on financial statement reterred to in the Auditors Report are self-explanatory and do not call for any further comments.The Independent Auditors Report does not contain any qualification, reservation or adverse remarks, which need explanation or 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 differential voting 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 were issued.
d) Provision of money by company for purchase of its own shares by employees or by trustees 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 or alterations 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 particular requirement is not applicable. Flowever, concerned efforts to conserve energy continued throughout 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.
a) Changes in Directors and Key Managerial Personnel:
There was no change in the constitution of the Board of Directors of the Company during the year under review. The present Board continues to give their valuable contribution to the 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 for re-appointment.
c) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried an evaluation of its own performance, the directors individually as well as the evaluation of the 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 which were in compliance with the relevant provisions of all the applicable laws and rules. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act, 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||
|Whether attended last AGM Held on|
|No. of Meeting which were entitled to attend||No. of Meetings attended||% of attendance|
|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 in notes 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 and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with 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 or arrangements 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, Senior management 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 requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition& Redressal) Act,2013. All employees(Permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during 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 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.
A high level committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
24. 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.
25. 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; and
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.
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 Companys executive and staff.
|For and on behalf of the Board of Directors|
|RELSON INDIA LIMITED|
|Praveen Jain||Aparna Gupta|
|Date:May 30, 2017|
The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5( 1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|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 director,CFO, 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|
|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|