Directors Report of Relicab Cable Manufacturing Ltd.

Mar 31, 2024

The Directors present the 15^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)
Particulars	Year ended 31-03-2024 (Audited)	Year ended 31-03-2023 (Audited)
Sales	3801.63	3456.02
Other Income	31.00	50.18
Total Income	3832.63	3506.20
Expenditure	3657.63	3361.88
Profit before Depreciation, Finance Charges and Tax	470.12	376.74
Interest and Finance Charges	275.32	217.63
Depreciation	19.79	14.79
Profit before Tax and Extra-Ordinary Items	175.01	144.32
Extra-Ordinary Items	Nil	Nil
Profit after Extra-Ordinary Items but before Tax	175.01	144.32
Taxes paid and provided	20.00	Nil
Current tax expense relating to prior years	0.76	(0.31)
Profit after Tax	154.25	144.63

2. REVIEW OF OPERATIONS:

During the year under review, the sales have increased from 3456.02 (Rs. in Lakhs) in previous year to . 3801.63( Rs. in Lakhs) in current year. The company has shown increased profits as compared to previous year profits. Your Directors are confident to deliver better results in future.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 202324.

4. RESERVES:

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation. However, credit balance of Profit and Loss of 146.68 (Rs. in Lacs) is transferred to Balance Sheet under the head Reserves and Surplus

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in nature of business during the Financial Year 2023-24.

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:

Company was migrated from SME Platform of BSE to Main board of BSE on August 24, 2023.

7. 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:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

9. AUDITORS:

At the 13^thAnnual General Meeting held on September 30, 2022, M/s. Jain Jagawat Kamdar& Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company for a period of five years to examine and audit the accounts of the Company till the conclusion of the 18^th Annual General Meeting to be held in the year 2027.

10. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s Shah Patel& Associates, Company Secretaries in Practice to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure-I.

11. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company atwww.relicab.com.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Detailed information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure-II and forms a part of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:i.Changes in Directors and Key Managerial Personnel:

Mr.Suhir Shah was liable to retire by rotation and was re- appointed in the 14^th AGM held on 29^th September, 2023.

Further, the Company has received declarations u/s 149(7) of the Act from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Act and SEBI (LODR) Regulation, 2015. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of Companies Act, 2013.

ii.Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee from time to time.

DIRECTORS:A. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated)on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of Stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

B. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the nonindependent directors were providing good business and people leadership.

C. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in subsection^).

The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they have registered themselves with Independent Directors’ Database of IICA and will appear for the online proficiency test of IICA, if applicable.

D. Familiarization Programme to Independent Directors:

The Company provides suitable familiarization programme to Independent Directors so as to associate themselves with the nature of the industry in which the company operates and business model of the company in addition to regular presentation on technical operations, marketing and exports and financial statements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Agreement with regard to their roles, rights and responsibilities as Directors of the company. Weblink of the company is www.relicab.com where all the requisite information is available.

E. Core Skills/Expertise/Competencies of the Board

The Board comprises of persons with varied experiences in different areas who bring in the required skills, competence and expertise that allow them to make effective contribution to the Board and its committees. The below list summarizes the key skills, expertise and competence that the Board thinks necessary for proper functioning in the context of the Company’s business and industry as against the Directors possessing the same

14. DETAILS OF COMMITTEES OF THE BOARD:

Currently the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (LODR) Regulation, 2015, areas follows:

i. Audit Committee:A. Constitution of Audit committee:

The Audit Committee comprises of 3 Directors - Ms.Vijaya More (DIN-07283800), Independent Director and the Chairman of the Committee, Mr. Rajesh Gor (DIN 07302407), Independent Director and Mr.Suhir Shah (DIN-02420617), Managing Director as the members of the Committee. The recommendations of the Audit Committee

is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

B. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases; there is direct access to approach Ms.Vijaya More (DIN-07283800), Chairperson of the Audit Committee.

ii. Nomination and Remuneration Committee:

The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act,2013. Mr.Mushtaque Khan (DIN 07295171), Independent Director is the Chairman of the said Committee and Mr. Rajesh Gor (DIN 07302407) and Ms.Vijaya More (DIN 07283800), Independent Directors are the members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees. A copy of the policy is annexed as Annexure-IV

iii. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprises of Ms.Vijaya More (DIN 07283800), Independent Director as the Chairman of the said Committee, Mr.Mushtaque Khan (DIN 07295171), Independent Director and Mr.Suhir Shah (DIN 02420617), Managing Director and CFO as the member of the Committee. The role of the Committee is to consider and resolve securities holders’ complaint and to consider, approve/ratify transfer of securities, if any received. The meetings of the Committee are held once in a quarter and the complaints and transfers are executed and responded within the time frame provided.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board of Directors met Five (5) times during the Financial Year. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of dates of Board meeting are as under:

Sr. No	Type of Meeting	Date
1	Board Meeting	April 15,2023
2	Board Meeting	May 30,2023
3	Board Meeting	August22, 2023
4	Board Meeting	November 10,2023
5	Board Meeting	February13,2024

The members of Audit Committee four (4) times during the Financial Year. Details of dates if Audit Committee meeting are as under:
Sr. No	Type of Meeting	Date
1	Audit Committee Meeting	May 30,2023
2	Audit Committee Meeting	August22, 2023
3	Audit Committee Meeting	November 10,2023
4	Audit Committee Meeting	February13,2024

The members of Shareholders’ Relationship Committee met Four (2) times during the Financial Year. Details of dates if Shareholders’ Relationship Committee meeting are as under:
Sr. No	Type of Meeting	Date
1	Shareholders’ Relationship Committee Meeting	May 30,2023
2	Shareholders’ Relationship Committee Meeting	August22, 2023

The members of Nomination and Remuneration Committee met two (2) times during the Financial Year. Details of date of Nomination and Remuneration Committee meeting are as under:
Sr. No	Type of Meeting	Date
1	Nomination & Remuneration Committee Meeting	May 30,2023
2	Nomination & Remuneration Committee Meeting	August 22, 2023

The Independent Directors of the Company met on February13,2024

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments are disclosed in the financial statements which also form part of this report.

17. DEMATERIALIZATION OF SHARES

100% Shareholding of the Company is in dematerialized form and the Company has entered into Tripartite Agreement with NSDL and CDSL for providing demat facilities to its shareholders. LINK INTIME INDIA PRIVATE LIMITED continue to be our Registrar and Share Transfer Agent.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter

into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

i. In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them;

ii. The Directors had 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;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as “Annexure-III “ to this Report.

Further during the year, no employees of the Company were in receipt of remuneration in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review is annexed as a part of this Annual Report as Annexure-V.

22. REPORT ON CORPORATE GOVERNANCE:

At Relicab, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. Disclosure of report on Corporate Governance as per SEBI (LODR) Regulation, 2015 has disclosed the same under Annexure - VI.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

24. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a well defined Risk Management System in place, as a part of its good Corporate Governance practices. Your Company has assigned the ownership of key risks to various Risk Owners and has made the concerned departments and officials responsible for mitigation plans and review of these risks from time to time. All the risks are identified at various departmental levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Board.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The scope and authority of the Internal Audit function is defined by the Audit committee. To maintain its objectivity and independency, the Audit function reports to the Chairman of the Audit Committee of the board & to the Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the F. Y. 2023-24.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any. This mechanism is looked after by the Audit Committee of the Company.

28. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and their relatives. The Code requires pre-clearance for dealing in the company’s Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the code.

29. SHARE CAPITAL:

The Share Capital of the Company is Rs. 10,09,46,620 as on 31^st March, 2024.

30. INFORMATION ON AUDITORS’ OBSERVATIONS:

1) Statutory Auditors:

The report of the Statutory Auditors on Financial Statements forms part of this Annual Report. There were no qualifications according to the Auditors Report.

2) Secretarial Auditor:

The report of Secretarial Auditor forms part of this Annual Report. The Secretarial Audit Report - MR-3 is Annexed herewith in Annexure-1. Remarks by Secretarial Auditor are self explanatory.

31. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) The Company does not have any Subsidiaries and/or Joint Venture and/or Associate Company.

e) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries is not applicable as the Company does not have any Subsidiaries/Joint Venture/Associate Company.

f) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

32. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

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Mar 31, 2023

The Directors present thfe^th iAnnual Report of the Company together with the Audited Statement of Accounts for the year enc 31^st March, 2023.

a. FINANCIAL RESULTS:

The financial performance of the Company, fhe year ended March 3} 232is summarized below:

(Rs. inLacsExcept EPS)

Particulars	Year ended 31-03-2023 (Audited)	Year ended 31-03-202S2 (Audited)
Sales	3455.86	3357.40
Other Income	30.46	14.42
Total Income	3486.32	3371.81
Expenditure	3336.27	3327.92
Profit before Depreciation, Finance Charges and Tax	382.46	207.62
Interest and Finance Charges	217.63	153.36
Depreciation	14.79	15.37
Profit before Tax and Extra-Ordinary Items	150.04	38.89
Extra-Ordinary Items	Nil	Nil
Profit after Extra-Ordinary Items but before Tax	38.89	38.89
Taxes paid and provided	0.31	1.86
Current tax expense relating to prior years	Nil	18.61
Profit after Tax	150.36	22.14
Transferred to General Reserves	Nil	Nil
Balance carried to Balance Sheet	150.36	22.14

b. REVIEW OF OPERATIONS:

During the year under review, the sales have increased Rs)&fi57.40 lakhs in previous year to s. 3455.86 lakhs in current year. The company has showprofitsas compared to previous yealosses. Your Directors are confident to deliver better results in future .

c. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial ye&Rehdei

d. RESERVES:

The Board does not propose to carry any amounts to reserves.

e. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Therewas no change in nature of busineduring the Financial Year 20223.

f. 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:

Company is in the process of migrating from SME Platform of BSE to Main board of BSE

g. 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:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the goingtusncern : and Company’s operations in future.

h. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

i. AUDITORS:

At theB ^thAnnual General Meeting held on September 302220M/s. Jain JagawatKamdar Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company for a period of five years to examine and audit the accounts of Company till the conclusion of the ^Annual General Meeting be held in the year 2027

j. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 20B and the Companies (Appointment and Remunera ion o: Managerial Personnel) Rules, 204, the Board of Directors have appointed M/s ShalfcftatHlciates, Company Secretaries in Practice to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herew Annexure-I.

k. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Section B4(3)ta); oAct, the Annual Return as on March 313202 available on the website of the Companywww.relicab.com.

l. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Detailed information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to b disclosed in terms of section 134(3)(m) of the Companies Act, 203, read with Rule 8 of the Companies (Accounts) Rules 204 is setout inAnnexure-II and forms a part of this Report.

m. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Changes in Directors and Key Managerial Personnel:

MrSuhir Shahras liable to retire by rotation and was appointed in the 3^th AGM held on 3^th September, 2022.

Furthqrthe Company has received declarations u/s 49(7) of the Act from all the Independent Directors of the Compan confirming that they meet the criteria of Independence as prescribed both under the Act and SEBI (LODR) Regulltie>n. 20 Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of Companies Act, 203.

ii. Board Evaluation:

Pursuant to the provisions of the Companies Act, 20B and SEBI (LODR) Regulation, 205, the Boarduhaed; out an annua, performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of ts Au Nomination & Remuneration and Compliance Committees. The Board approved the evaluation results as collated by Nomination and Remuneration Committee from time to time.

DIRECTORS:

A. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independ director was evaluated by thantire Board of Directors (in the absence of the director getting evaluated)on various paramete like engagement, leadership, analysis, decision making, communication, governance, interest ofStakeholders, etc. The Boaid wa of the unanimous view that eysrlndependent Director was a reputed professional and brought his rich experience to th< deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding t management to achieving higher growth and cionutance of each independent director on the Board will be in the interest of the Company.

B. Non-Independent Directors:

The performance of all the nimdependent directors was evaluated by the Independent Directors at their separate meeting Further, theiperformance was also evaluated by the Board of Directors. The various criteria considered for the purpose evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Boards of the unanimous view that all the -nnnependent directors were providing good business and people leadership.

C. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided the declaration oipendence, as required pursuant to Section49(7) of the Companies Act, 20B, stating that they meet the criteria of independence as provided inectib>n(6).

The Board of Directors of the Company is of the view that Independent Directors fulfil! itahofciridependence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they ha registered themselves with Independent Directors’ Database of IICA and will appear for the online proficiency test of IICA, if applicable.

D. Familiarization Programme to Independent Directors:

Though it is not mandatory for the Company to provide any formal familiarization programme, however the Company provid suitable familiarization programme to Indnplent Directors so as to associate themselves with the nature of the industry which the company operates and business model of the company in addition to regular presentation on technical operation marketing and exports and financial statements. Iditiasda to the above, Directors are periodically advised about the charges effected in the Corporate Law, Listing Agreement with regard to their roles, rights and responsibilities as Directors o company. Weblink of the company www.relicab.com where all the requisite information is available.

V. Core Skills/Expertise/Competencies of the Board

The Board comprises of persons with varied experiences in different areas who bringrenuhhed skills, competence and expertise that allow them to make effective contribution to the Board and its committees. The below list summarizes the skills, expertise and competence that the Board thinks necessary for proper functioning in l;hefctiat£ompany’s business and industry as against the Directors possessing the same

Mame of Directors	Knowledge on Company’s Businesses, Policies and major risks, threats and opportunities and knowledge of the industry in which the Company operates	Behavioral Skills, attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company	Business Strategy Corporate Governance, Administration, Decision Makin g	F inancial and Management Skil ls	Technical and Professional Skills and Specialized Knowledge in relations to Company’s Business .
MrSuhirShah	V	V	V	V	V
M s.VijayaM or e	V	V	V	V	V
M rRajeshGor	V	V	V	V	V
MrM ushtaqueKhan	v	V	V	V	V

n. DETAILS OF COMMITTEES OF THE BOARD:

Currently the Board has Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of th Companies Act, 20B and the Rules thereunder alSEBI (LODR) Regulation, 205, areas follows:

i. Audit Committee:

A. Constitution of Audit committee:

The Audit Committee comprises of B DirectoMs.Vijaya More (DI-0728B 800), Independent Director and the Chairman of the Committee, Mr. Rajesh Gor (DIM0MT), Independent Director and Mr.Suhir Shah (D02C2057), Managing Director as the members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Boa and all the major steps impacting the financials hf (Company are undertaken only after the consultation of the Audit Committee .

B. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 77(9) of the Companies Act, 20BDfcectors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from vicricinzatior in appropriate and exceptional cases; there is direct access to approach Ms.Vijaya Mor-C^8BECC), Chairperso n of the Audit Committee .

ii. Nomination and Remuneration Committee:

The Board has constituted Nomination and Remuneration Committee under Section 78 of the Companies Act,20B. Mr.MushtaquKhan (DIM 0729571), Independent Director is the Chairman of the said Committee and Mr. Rajesh Gor (DIM 07302407) and Ms.Vijaya More (DIM 07283 800), Independent Directors are the members of the Committee. The Committee has framed a policy to determine t hpalification and attributes for appointment and basis of determination of remuneration of all th Directors, Key Managerial Personnel and other employees. A copy of the policy is anneXndexsure-III

Details of remuneration paid to the Directors during 2022-23 are given below:
Name of the Directors	Directors’ Position	Relationship with other Directors	Salary & allowances (Rs.)	Contribution to P.F. (Rs.)	Insurance (Rs.)	Sitting Fees (Rs.)
Mr.Suhir Shah (DI 0242057)	Managing Director & CFO		$00)000	2,6000	NIL	NIL
Ms.Vijaya More (DIN 07283 800)	Independent and Non Executive Director		NIL	NIL	NIL	60,000
Mr.Mushtaque Kha (DIN 0729571)	Independent and Non Executive Director		NIL	NIL	NIL	18,000
Mr. Rajesh Go (DIN 07302407)	Independent and Non Executive Director		NIL	NIL	NIL	15,000

Non-executive/ Independent Directors do not hold any shares in the Company. iii. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprises of Ms.Vijaya More (DIN 07283 800), Independent Director as the Chairman of the said Committee, MMushtaque Khan (DIN7295F1 ), Independent Director and MnhirShah (DIN 024206F ), ManagingDirector and CFO the member of the Committee. The role of the Committoeconsider and resolve securities holders’ complaint and to consider, approve/ratify transfer of securities, if any received. The meetings of the Committee are held once in a quarter and the complaints and transfers are executed and responded eWtihhn fhame provided.

o. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board of Directors mSteven(7) times during the Financial Year. The intervening gap between any two meetings was nomore than 20 days as prescribed by the ompanies Act, 20B. Details of dates of Board meeting are as under:

Sr. No	Type of Meeting	Date
1	Board Meeting	May 4,2022
2	Board Meeting	May 3Q2022
3	Board Meeting	June 0 2022
4	Board Meeting	July 28,2022
5	Board Meeting	September 4,2022
6	Board Meeting	November 1)2022
7	Board Meeting	Janurary 27,2023

The members of Audit Committieur(4) times during the Financial Year. Details of dates if Audit Committee meeting are ; under:

Sr. No	Type of Meeting	Date
1	Audit Committee Meeting	May 30, 2022
2	Audit Committee Meeting	July 28,2022
3	Audit Committee Meeting	November 11, 202 2
4	Audit Committee Meeting	Janurary 27,2023

The members of Shareholders’ Relationship Committee met Four) (times during the Financial Year. Detailsdatf: s if Shareholders’ Relationship Committee meeting are as under:

Sr. No	Type of Meeting	Date
1	Shareholders’ Relationship Committee Meeting	May 3D, 2022
2	Shareholders’ Relationship Committee Meeting	July 28,2022
3	Shareholders’ Relationship Committee Meeting	November H 2022
4	Shareholders’ Relationship Committee Meeting	Janurary 27,2023

The members of Nomination and Remuneration Committee tmet (2) times during the Financial Year. Details of date of Nomination and RemuneratioC ommittee meeting are as under:

Sr. No	Type of Meeting	Date
1	Nomination & Remuneration Committee Meet ing	May 30, 2022
2	Nomination & Remuneration Committee Meet ing	November H 2022

The Independent Directors of the Company meNojvember 11 2022 .

p. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments are disclosed in the financial statements which also form partr of this r

q. DEMATERIALIZATION OF SHARES

D0% Shareholding of the Company is in dematerialized form and the Company has entered into Tripartite Agreement wi NSDL and CDSL for providing demat facilities to its shareholders. LINK INTIME INDIA PRIVATE LIMITEDconti our Registrar and ShaTe ansfer Agent.

r. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Compahy rstetted parties during FY 2023 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on related party transactions.

Accordingly, the disclosure of relat edirty transactions in Form AO (is not applicable. However detailed disclosure on related party transactions as per IND24ASontaining name of the related party and details of the transactions have been provided under financial statements.

s. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under clause^ of subsection (?) of Section B4 of the Companies Act, 20B, your Directors subscribe to the Directors Responsibility Statement and state that:

i. In preparation of the annual accounts, applicable accounting standards had been followed and there are no material depariures from them;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that a reasonable and prudent so as tovgi a true and fair view of the state of affairs of the Company at the end of the financia year of the profit and loss of the Company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accountingnracooddance with the provisions of the Companies Act, 20B for safeguarding the assets of the Company and for preventing and detecting fraud a other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directorhad laid down internal financial controls to be followed by the Company & that such internal financial contols a adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of cabkppaws and that such systems were adequate and operating effectively.

t. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 97 (E) of the Companies Act, 201, rea< with Rule 5(1) of the Companis (Appointment and Remuneration of Managerial Personnel) Rules, 204 are provided in the Annual Report and is marked as “Annexure-IV “ to this Report.

Further during the year, no employees of the Company were in receipt of remuneration in tenpasovaf; ibhs of Section B7(E) of the Companies Act, 20B, read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204.

u. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review is annexed as a part of this Annual R as Annexure-VI.

v. REPORT ON CORPORATE GOVERNANCE:

At Relicab, it is imperative that our company affairs are managed in a faiansndrtent manner. This is vital to gain and retain the trust of our stakeholders.

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. Disclosur report on Corporate Governance is not mandatorily irequto be disclosed as per SEBI (LODR) Regulation, 205 however as a prudent practice the company has voluntarily disetfbfhe same under Annexu—V.

w. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of the Companies Act, 20B and the rules framed there under with respect to the Corporate Si Responsibility (CSR), your company is not governed by the provisions of Section B5 of the Companies Act, 20B and

Companies (Corp®ate Social Responsibility Policy) Rules, 20M. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

x. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a well defined Risk Management System in placa , part of its good Corporate Governance practices. Your Company has assigned the ownership of key risks to various Risk Owners and has made the concerned departments officials responsible for mitigation plans and review of these risks from time . tAH-iShe risks are identified at various departmental levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by Board.

y. INTERNAL FINANCIAL CONTROL SYSTEM AND THETR ADEQUACY:

Adequate internal contrs systems, and checks are in place, commensurate with the size of the Company and the nature of i business. The scope and authority of the Internal Audit function is defined by the Audit committee. To maintain its object and independency, the Audi function reports to the Chairman of the Audit Committee of the board & to the Managing Direct

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, compliance with operating systemstccounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Signi: audit observations and corrective adiothereon are presented to the Audit Committee of the Board.

z. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an ArfiExual Harassment Policy in line with the ireqnents of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B. An Internal Complaints Committee (ICC) has been set up redress complaints received regarding sexual harassment. All employees (permanent, coaalracatmporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassmenteweceived during the F. Y. 20B2B. aa. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named IWtle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any. This mechanism is looked after by the Audit Committee of the Company.

bb. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of hiTdeiding with a view to regulate trading in securities by the Directors and designated employees of the Company and their relatives. The Code requidearpnee for dealing in the company’s Shares and prohibits the purchase or sale of Company shares b y the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trad Window is closed. The Company Secretary is responsible for implementation ofidehe C

All Board Directors and the designated employees have confirmed compliance with the code.

cc. SHARE CAPITAL:

The Share Capital of the Company is R.46,620 as on Bf March, 2023.

dd. INFORMATION ON AUDITORS’ OBSERVATIONS:

1) Statutory Auditor s:

The report of the Statutory Auditors on Financial Statements forms part of this Annual Report. There were no qualif according to the Auditors Report.

2) Secretarial Auditor:

The report of Secretarial Auditor forms part of this Annual RepoecrTharial Audit ReportMR-B is Annexed herewith ir Annexure-1. Remarks by Secretarial Auditor are sxpflanatory.

ee. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the followisighermsvere no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including swesquity shares) to employees of the Company under any scheme.

d) The Company does not have any Subsidiaries and/or Joint Venture and/or Associate Company.

e) Details of payment of remuneration or commission to Managing Director or Joint Managing DirectSonofahyefrom any of its subsidiaries not applicableas the Company does not have any Subsidiaries/Joint Venture/Associate Company.

f) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchhase of w loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares envisaged under section 67(3)(c) of the Companies Act, 20B ).

ff. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitordetlfe c-operation and support extended to the Company by ts customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment a involvement of the employees at all levels and looks forward to theirnuouta co-operation.

By Order of theBoard of Directors ForRelicab Cable Manufacturing Limited

SD/-SuhirShah Managing Director & CFO DIN-02420617

Place: Daman Date: 30^th May, 2023

Registered Office:

57/}(4 -B) Benslore Industrial Estate Dunetha, Daman- 3962D (U. T)

CIN: L272DDD2DD9PLCDD467D

---

Mar 31, 2018

To,

The Members,

Relicab Cable Manufacturing Limited

The Directors present the Eighth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2018 is summarized below:

(Rs. In Lacs)

Particulars	For the year ended 31st March 2018	For the year ended 31st March 2017
Revenue from Operations	2,065.33	1,781.30
Other Income	57.61	104.41
Profit before Depreciation and Tax	87.81	37.09
(Less): Depreciation	(17.93)	(14.65)
Profit for the year before tax	69.88	22.44
(Less): Exceptional Items	Nil	Nil
Add/(Less): Provision for Taxation	(18.23)	(8.15)
Profit after Tax	51.64	14.29

2. REVIEW OF OPERATIONS:

During the year under review, the Sales have increased from Rs. 1781.30 lakhs in previous year to Rs.2,065.33lakhsin current year due to a favorable market conditions and due to expansion in the operation of the Company. The Profit before and after Tax has also increased from Rs. 14.29 Lakhs to Rs. 51.64 lakhs.Your Directors are hopeful of much betterresults in future.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2017-18.

4. RESERVES:

The Board does not propose to carry any amounts to reserves.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in nature of business during the Financial Year 2017-18.

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 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.

7. 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:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

9. AUDITORS:

At the Annual General Meeting held on September 30, 2017, M/s. Jain Jagawat Kamdar & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five years to examine and audit the accounts of the Company for the financial year 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22

M/s. Jain Jagawat Kamdar & Co., Chartered Accountants (Firm Reg. No.122530W) being eligible, offer themselves for ratification of their appointment for the year 2018-2019. Your Directors’ recommend their ratification until the conclusion of the 10th Annual General Meeting of the Company.

10. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s Shah Patel& Associates, Company Secretaries in Practice to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure-I.

11. EXTRACT OF THE ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT - 9 is appended as Annexure-IIof the Board’s Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Detailed information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure-III and forms a part of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Changes in Directors and Key Managerial Personnel:

Mr. Mohit Goyal, an Associate Member of the Institute of Company Secretaries of India (ICSI) was appointed as the Company Secretary and Compliance Officer of the Company by the Board at their meeting held on April 15, 2017.

The Company has received declarations u/s 149(7) of the Act from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Act and SEBI (LODR) Regulation, 2015. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of Companies Act, 2013.

B. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board hascarried out an annual performance evaluation of its own performance, of individual Directors as well as theevaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The Boardapproved the evaluation results as collated by the Nomination and Remuneration Committee from time to time.

DIRECTORS:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of eachindependent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated)on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of Stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section(6).

iv. Familiarization Programme to Independent Directors:

Though it is not mandatory for the Company to provide any formal familiarization programme, however the Companyprovides suitable familiarization programme to Independent Directors so as to associate themselves with the natureof the industry in which the company operates and business model of the company in addition to regular presentationon technical operations, marketing and exports and financial statements. In addition to the above, Directors areperiodically advised about the changes effected in the Corporate Law, Listing Agreement with regard to their roles,rights and responsibilities as Directors of the company. Weblink of the company is www.relicab.net where all the requisite information is available.

14. DETAILS OF COMMITTEES OF THE BOARD:

Currently the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various committees and compliances,as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (LODR) Regulation, 2015, areas follows:

A. Audit Committee:

i. Constitution of Audit committee:

The Audit Committee comprises of 3 Directors - Ms. Vijaya More (DIN-07283800), Independent Director and the Chairman of the Committee, Mr. Rajesh Gor (DIN 07302407), Independent Director and Mr. Suhir Shah (DIN 02420617), Managing Director as the members of the Committee.The recommendationsof the Audit Committee is always welcomed and accepted by the Board and all the major stepsimpacting thefinancials of the Company are undertaken only after the consultation of the Audit Committee.

ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases; there is direct access to approach Ms. Vijaya More (DIN-07283800), Chairperson of the Audit Committee.

B. Nomination and Remuneration Committee:

The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act,2013. Mr. Mushtaque Khan (DIN 07295171), Independent Director is the Chairman of the said Committee and Mr. Rajesh Gor (DIN 07302407) and Ms. Vijaya More (DIN 07283800), Independent Directors are the members of theCommittee.

The Committee has framed a policy to determine the qualification and attributes for appointment andbasis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees. A copyof the policy is annexed as Annexure-VI.

Details of remuneration paid to the Directors during 2017-18 are given below:

Name of the Directors	Directors’ Position	Relationship with other Directors	Salary & allowances (Rs.)	Contribution to P.F. (Rs.)	Insurance (Rs.)	Sitting Fees (Rs.)
Mr. Suhir Shah (DIN 02420617)	Managing Director	--	10,56,000	1,44,000	1,05,500	NIL
Mr. Parag Shah (DIN 02485384)	Whole-time Director & CFO	--	10,56,000	1,44,000	1,05,500	NIL
Ms. Vijaya More (DIN 07283800)	Independent and Non Executive Director	--	NIL	NIL	NIL	12,000*
Mr. Mushtaque Khan (DIN 07295171)	Independent and Non Executive Director		NIL	NIL	NIL	12,000*
Mr. Rajesh Gor (DIN 07302407)	Independent and Non Executive Director	_	NIL	NIL	NIL	12,000*

*Sitting Fees to Mr. Mushtaque Khan, Mr. Rajesh Gor & Ms Vijaya More have been paid in the FY 2018-19 for meetings attended in the FY 2017-18.

Non-executive/ Independent Directors do not hold any shares in the Company.

C. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprises of Ms. Vijaya More (DIN 07283800), Independent Director asthe Chairman of the said Committee, Mr. Mushtaque Khan (DIN 07295171), Independent Director and Mr. Parag Shah (DIN 02485384), Whole-time Director and CFO as the memberof the Committee. The role of the Committee is to consider and resolve securities holders’ complaint and to consider, approve/ratify transfer of securities, if any received. The meetingsof the Committee are held once in a quarter and the complaints and transfers are executed and responded within the time frame provided.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board of Directors met Eleven (11) times during the Financial Year. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of dates of Board meeting are as under:

Sr. No	Type of Meeting	Date
1	Board Meeting	April 15, 2017
2	Board Meeting	May 30, 2017
3	Board Meeting	June 30, 2017
4	Board Meeting	July 13, 2017
5	Board Meeting	August 04, 2017
6	Board Meeting	September 04, 2017
7	Board Meeting	November 09,2017
8	Board Meeting	November 14,2017
9	Board Meeting	December 22,2017
10	Board Meeting	December 30, 2017
11	Board Meeting	February 09,2018

The members of Audit Committee met Four (4) times during the Financial Year. Details of dates if Audit Committee meeting are as under:

Sr. No	Type of Meeting	Date
1	Audit Committee Meeting	April 15, 2017
2	Audit Committee Meeting	May 30, 2017
3	Audit Committee Meeting	June 30, 2017
4	Audit Committee Meeting	September 04, 2017

The members of Shareholders’ Relationship Committee met Four (4) times during the Financial Year. Details of dates if Shareholders’ Relationship Committee meeting are as under:

Sr. No	Type of Meeting	Date
1	Shareholders’ Relationship Committee Meeting	April 15, 2017
2	Shareholders’ Relationship Committee Meeting	July 13, 2017
3	Shareholders’ Relationship Committee Meeting	November 09, 2017
4	Shareholders’ Relationship Committee Meeting	February 09, 2018

The members of Nomination and Remuneration Committee met Once during the Financial Year. Details of date of Nomination and Remuneration Committee meeting are as under:

Sr. No	Type of Meeting	Date
1	Nomination & Remuneration Committee Meeting	April 15, 2017

The Independent Directors of the Company met on 20th March, 2018.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments are disclosed in the financial statements which also form part of this report.

17. DEMATERIALIZATION OF SHARES

100% Shareholding of the Company is in dematerialized form and the Company has entered into Tripartite Agreement with NSDL and CDSL for providing demat facilities to its shareholders. Sharex Dynamic (India) Pvt. Ltd. continue to be our Registrar and Share Transfer Agent.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year have been disclosed by the board in the report annexed to this Board’s Report for enabling the Members of the Company to give true and fair view of the related party transactions entered by the Company with its related party during the year under review as per the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder. The details of the same are provided in Form AOC-2, which is annexed as Annexure-IV.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed and there areno material departures from them;

b) The Directors had 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) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as “Annexure-V “ to this Report.

Further during the year, no employees of the Company were in receipt of remuneration in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review is annexed as a part of this Annual Report as Annexure-VII.

22. REPORT ON CORPORATE GOVERNANCE:

At Relicab, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital togain and retain the trust of our stakeholders.

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI(LODR) Regulation, 2015 forms part of the Annual Report. The requisite certificate from Practising Company Secretary confirming compliance with conditions of Corporate Governance as stipulated under the said clause is attached to this report as Annexure-VIII.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

24. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a well defined Risk Management System in place, as a part of its good Corporate Governance practices. Your Company has assigned the ownership of key risks to various Risk Owners and has made the concerned departments and officials responsible for mitigation plans and review of these risks from time to time. All the risks are identified at various departmental levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Board.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and thenature of its business. The scope and authority of the Internal Audit function is defined by the Audit committee. To maintain its objectivity and independency, the Audit function reports to the Chairman of the Audit Committee of the board & to the Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual,temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the F. Y 2017-18.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instances of fraud and mismanagement, if any. This mechanism is looked after by the Audit Committee of the Company.

28. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and their relatives. The Code requires pre-clearance for dealing in the company’s Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the code.

29. SHARE CAPITAL:

During the period under review 8,19,000 equity shares were issued by the company by way of preferential allotment at price calculated in accordance with Regulation 76 of the ICDR Regulations and applicable laws. Decrease in percentage of shareholding of promoters is attributable to this issue of shares during the year under review.

30. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) The Company does not have any Subsidiaries and/or Joint Venture and/or Associate Company.

e) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company.

f) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

31. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

For Relicab Cable Manufacturing Limited

Suhir Shah

Managing Director

DIN-02420617

Place: Mumbai

Date: May 30, 2018

Registered Office:

57/1,(4-B) Benslore Industrial Estate

Dunetha, Daman - 396210 (U. T)

CIN: L27201DD2009PLC004670