relic technologies ltd share price Directors report

To,

The Members,

Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023

1. FINANCIAL RESULTS:

Your Companys performance during the Financial Year 2022-23 is summarized below:

PARTICULARS	STANDALONE		CONSOLIDATED
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from operations	145.44	172.31	145.44	172.30
Revenue from Other Income	11.17	11.00	11.17	11.03
Total Income	156.61	183.31	156.61	183.30
Profit/(loss) before Financial Expenses, Preliminary expenses, Depreciation and Taxation	46.22	65.93	46.20	65.93
Less: Financial expenses	0.02	0.12	0.03	0.12
Operating profit/(loss) before Preliminary expenses, Depreciation & Taxation	46.20	65.81	46.17	65.81
Less: Depreciation & Preliminary expenses written off	12.64	10.21	12.64	10.21
Profit before Taxation	33.56	55.60	33.53	55.60
Less: Provision for Taxation
Current Tax	9.12	15.35	9.11	15.36
Short/(Excess) tax provision for earlier years	2.86	0.87	2.86	0.87
Deferred Tax	1.28	4.04	1.28	4.04
Other Comprehensive Income	-3.61	6.41	-3.65	6.67
Profit after Taxation	19.25	49.83	19.19	50.10

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. 156.61/- lacs as against Rs. 183.31/- lacs during the previous year.

3. Dividend:

Your directors propose not to declare dividend in financial year 2022-2023 to keep profit for future business opportunities your directors do not recommend any dividend for the Financial Year 2022-23.

4. Share Capital:

There was no change in Share Capital of the Company during the Financial Year 2022-23.

5. Brief description of the Companys working during the year/State of Companys 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 after Tax of Rs. 19.25/- lacs.

6. 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, 2023. 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 Companys 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.

8. 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;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

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 Companys internal financial controls were adequate and effective during the financial year 2022-23.

9. Directors and key managerial personnel

During the year, Mrs. Niti Raval retires by rotation but being eligible hereself for re-appointment, has been appointed as Director subject to the approval of Members in Annual General Meeting

10. Number of meetings of the board

Five 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 Companys 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 31st Annual General Meeting till the conclusion of 36th 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:

Sr. No.	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (in reqd.)	Rate of Interest	Security
No loans were made by the Company during the Year

Details of Investments:

Details of Guarantee / Security Provided:

Sr. No.	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the sexurity / guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (in reqd.)	Commission
	During the year the company has not provided any guarantee or security

20. Transactions with related parties

The Company has no transacted contracts or arrangement with related parties(Relic Pharma Limited) during the financial year 2022-23.

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 Companys 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 equipments

(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	-

(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. 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.

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 2021-2022 to and BSE where the Companys Shares are listed.

29. Details of significant and material orders passed by the regulators courts or tribunals impacting the going concern status and companys 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.(-) 2,86,32,000/- as on 31.03.2023 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, 2023. 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 Companys 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.

For and on behalf of the Board of Directors RELIC TECHNOLOGIES LIMITED

BAIJOO M RAVAL	NITI B RAVAL
WHOLE TIME DIRECTOR	EXECUTIVE DIRECTOR & CFO
(DIN No. 00429398)	(DIN No.06895548)

Place: Mumbai Date: 10th August, 2023