Relic Technologies Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board s Report shall be prepared based on the standalone financial statements of the company.

(In Rupees)

Particulars

F.Y. 2017 2018

F.Y. 2016 2017

Total Revenue

11959784

8913439

Profit / Loss before Exceptional items

2945259

523668

Profit / Loss before tax

2838883

273941

Provision for Tax

917841

175719

Current Tax

1056419

450623

Income Tax adjusted for earlier year

Nil

-

Deferred Tax

(138578)

(274904)

Profit / Loss after tax

1921042

98222

Add: Surplus brought forward from previous year

-

-

Add: Comprehensive Income

-

-

Other Deferred Tax

-

-

Amount available for appropriation

1921042

98222

Dividend (including tax)

-

-

Balance carried forward EPS

19210142

98222

2. 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 Profit aftr Tax of Rs 19.21 lacs.

3. Revenues

The overall sales turnover of your Company is Rs. 119.60 Lacs (Previous Year sales turnover Rs. 89.13 Lacs).

4. Profits

Your Company s profit before tax (PBT) for the current year is Rs.28.39 Lacs as against previous year Rs. 2.74 Lacs.

5. Dividend

During the financial year 2017-18, your Company did not declared any dividend as there was insufficient profit.

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, 2018. 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.

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: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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 2017-18.

9. Directors and key managerial personnel

Pursuant to the provisions of section 149 of the Act, Mr. Mukesh Jugaldas Desai, and Mr. Hemant Kantilal Choksey, were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. Mr. Rakesh Raval is Independent Director appointed on 10.11.2016 They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. During the year, Mr. Uday M Raval retires by rotation but being eligible himself for re-appointment, have been appointed as Director subject to approval of Members in Annual General meeting.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. Baijoo Raval, Whole time Director and Mrs. Niti Baijoo Raval, Chief Financial Officer There has been no change in the key managerial personnel during the year.

10.Number of meetings of the board

Seven 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 on the 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

The New Auditors, Mr. Mulraj D Gala, Chartered Accountants, Mumbai, being appointed as Auditors in place of M/s. S K Bajaj & Associates, offer himself for appointment for a period of 5 year from the conclusion of this Annual General Meeting till the conclusion of 32nd 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. Company is in process of appointing Company Secretary

18.Risk management

Risk Management is the process of identification, assessment, and prioritization 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:

S L N o Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time perio d for which it is given Date of BR Date of SR (if reqd.) Rate of Intere st Security
No loans were made by the Company during the Year

Details of Investments:-

S L N o Date of invest ment Details of Investe e Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
No Investments were made by the Company during the Year

Details of Guarantee / Security Provided:

S L N o Date of providing security/gua rantee Details of recipient Amount Purpose for which the security/guaran tee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
During the year the company has not provided any guarantee or security

20.Transactions with related parties

The Company has not transacted any contracts or arrangement with related parties during the financial year 2017-18. Therefore there is NO Related Party Transaction during the year.

21.Corporate social responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made. NOT APPLICABLE

22.Extract of annual return

As provided under section 92(3) of the Act, the extract of annual return is given in the prescribed Form MGT-9, which forms part of this report.

23.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

24.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.

25.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.

26.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

27.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.

28.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).

29. Listing With Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2017-

2018 to and BSE where the Company s Shares are listed.

30. 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.

31. 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.

32. 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.

33. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018. Attached herewith

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.

For and on behalf of the Board of Directors
RELIC TECHNOLOGIES LIMITED
BAIJOO MADHUSUDAN RAVAL HEMANT K CHOKSEY
WHOLE TIME DIRECTOR DIRECTOR
(DIN No. 00429398) (DIN No. 00396961)
Place: Mumbai
Date: 14th August 2018