REMI ELEKTROTECHNIK LIMITED
The Directors are pleased to present herewith the Annual Report and Audited Statementsof accounts of the Company for the year ended 31st March 2019.
| || ||(Rs in Lacs) |
|Financial Results ||2018-2019 ||2017-2018 |
|Gross Turnover ||10736.46 ||10606.23 |
|Profit before Finance Cost Depreciation and Tax (EBIDTA) ||1331.78 ||1021.14 |
|Finance Cost ||56.18 ||154.29 |
|Depreciation ||251.82 ||190.29 |
|Taxation ||254.00 ||159.28 |
| ||562.00 ||503.86 |
|Profit for the period ||769.78 ||517.28 |
|Other comprehensive income ||(9.40) ||3.78 |
|Profit for the period (including other comprehensive income) ||760.38 ||521.06 |
|Balance brought forward ||2978.16 ||2582.10 |
| ||3738.54 ||3103.16 |
|Appropriations || || |
|Transfer to General Reserve ||100.00 ||125.00 |
|Net surplus in the Statement of Profit & Loss ||3638.54 ||2978.16 |
| ||3738.54 ||3103.16 |
The Company achieved a net turnover of Rs.107.36 Crores during the year as againstRs.106.06 Crores in previous year. The Company achieved EBIDTA and net profit of Rs.13.32Crores and Rs.7.70 Crores respectively during the year as against Rs.10.21 crores andRs.5.17crores respectively in previous year.
Revenue as well as profitability of electrical motor division has improved during theyear. Revenue and profitability of instrument division has also improved. The Company hasleased out 35539 Sq.Ft. of commercial space and received rent of Rs.2.71 crores duringthe year.
During the year the Company transferred a sum of Rs.1.00 Crore to the GeneralReserves. There are no changes in the share capital during the year.
The Board of Directors express their inability to declare any dividend.
There are no Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Companies.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As stipulated under Section 135 of the Companies Act 2013 the Company has constitutedCorporate Social Responsibility Committee (CSR Committee) comprising of Shri VishwambharC. Saraf (DIN:00161381) Shri Rajendra C. Saraf (DIN:00161412) and Shri Shyam Jatia(DIN:00049457) Chairman.
The Company has formulated a Corporate Social Responsibility policy. The Annual Reporton CSR activities is annexed as "Annexure A" and forms part of thisreport and is also available at the website of the Company i.e. www.remigroup.com.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation of SEBI (LODR)Regulations 2015.
BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:
Shri Rajendra C. Saraf (65) (DIN:00161412) Director who is retiring by rotation isto be reappointed. The brief resume of the Directors is given herebelow:
Shri Rajendra C. Saraf is a commerce graduate from the University of Bombay. He hailsfrom a family of business people of more than sixty years standing. After his collegeeducation he joined his family business and has received from his elders in the familyvery good training in business management. He has more than 40 years of businessexperience. He is on the Board of Remi Edelstahl Tubulars Limited. Remi Process Plant andMachinery Ltd. 3P Land Holdings Ltd. and Calplus Trading Pvt. Ltd.
The Board has recommended reappointment of Shri Shyam Jatia Shri Shri Ashish KanodiaShri Harkishin Zaveri and Smt. Archana Bajaj as Independent Directors for second term offive years subject to approval by members by way of special resolutions and brief profileof Independent Directors is stated in the Notice of ensuing AGM.
Shri Vishwambhar C. Saraf and Shri Rajendra C. Saraf are brothers and Shri RitvikSaraff is son of Shri. Vishwambhar C. Saraf. Saraf. Apart from this there is norelationship between the Directors inter-se.
During the year 4 (Four) Board Meetings were held with gap between Meetings notexceeding the period prescribed under the Act. Details of Board and Committee meetingsheld during the year are given in the Corporate Governance Report.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining qualifications positive attributes and independenceof a Director and also a policy for remuneration of Directors Key Managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
Audited Financial Statements are prepared in accordance with Indian Accounting Standard(Ind AS) as prescribed under Section 133 of the Companies act 2013 read with the rulesmade thereof.
M/s Shankarlal Jain & Associates LLP Chartered Accountants (Firm RegistrationNo.109901W) were appointed as the statutory auditors of the Company for a term ofconsecutive five years i.e. from the conclusion of the 37th annual generalmeeting till the conclusion of the 42nd Annual General Meeting by theshareholders of the Company. They have confirmed that they are not disqualified fromcontinuing as auditors of the Company.
The statutory audit report for the financial year ended 31st March 2019does not contain any qualification reservation or adverse remark or disclaimer made bystatutory auditors.
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Amendment Rules 2014 the cost audit records maintained by the Company required to beaudited by cost auditors. The Board has on the recommendation of the Audit Committeeappointed M/s. Kejriwal & Associates Cost Accountants to audit the cost records ofthe Company for the financial year 2019-20 on a remuneration of Rs.60000/- (Rupees SixtyThousand only) subject to ratification by members. Accordingly a resolution seekingMember s ratification for the remuneration payable to M/s. Kejriwal & Associates CostAccountants is included in the Notice convening the Annual General Meeting.
Shir Vishal Mehra Practicing Company Secretary V M Mehra & Associates wasappointed to conduct the secretarial audit of the Company for the financial year 2019-20as required under Section 204 of the Companies Act 2013 and Rules thereunder. Thesecretarial audit report for FY 2018-19 forms part of the Annual Report as "Annexure- B" to the Board's report. There is no qualification reservation or adverseremark in the report.
LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:
Pursuant to provisions of The Companies Act 2013 and Regulation of SEBI (LODR)Regulations 2015 the Board has formulated Policy on Related Party Transactionsand the same is available on the website of the Company at www.remigroup.com. Allrelated party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no material relatedparty transactions entered by the Company during the year and thus disclosure in FormAOC-2 is not required. Pursuant to Schedule V of the SEBI ((Listing Obligations andDisclosure Requirements) Regulation 2015 there are no transaction with any person orpromoter/ promoters group holding 10% or more shareholding.
None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than payment of sitting fees to them.
Your Directors draw attention of the members to Note 40 to notes to accounts which setsout related party disclosures.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
|A) Conservation of energy: || |
|i. the steps taken or impact on conservation of energy; ||: All efforts are being made to conserve energy. |
|ii. the steps taken by the company for utilising alternate sources of energy; ||: The Company is having Windmill and has also installed Solar power system for utilizing alternate source of energy. |
|iii. the capital investment on energy conservation equipments; ||: The Company makes investment on energy conservation equipments on continuous basis. |
|(B) Technology absorption: || |
|i. the efforts made towards technology absorption; ||: The Company does not have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments. |
|ii. the benefits derived like product improvement cost reduction product development or import substitution; ||: This is continuous process and the laboratory instruments are import substitutes. |
|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; ||: N.A. |
|(b) the year of import; ||: N.A. |
|(c) whether the technology been fully absorbed; ||: N.A. |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||: N.A. |
|iv. the expenditure incurred on Research and Development ||: Rs.18.08 Lacs |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Earnings ||Rs. 701.70 Lacs |
|Outgo ||Rs. 250.26 Lacs |
The Composition of the Audit Committee are stated in the Corporate Governance Report.
The Company has laid down a risk management policy identifying core areas of Riskincluding Business Risk. The senior management team reviews and manages risks in asystematic manner including regular monitoring of exposures proper advice from marketexperts etc.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and Regulation of SEBI (LODR) Regulations 2015the Board had carried out performance evaluation of its own the Board Committees and ofthe Individual Directors. Independent Directors at a separate meeting evaluatedperformance of the Non-Independent Directors Board as a whole and of the Chairman of theBoard. The manner in which the evaluation has been carried out has been detailed in theCorporate Governance Report.
The Company has not accepted any deposits from the public falling within the purview ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.
INTERNAL CONTROL SYSTEM:
The Company has in place adequate internal financial controls with reference tofinancial statements. The internal financial controls are adequate and are operatingeffectively.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. No personnel has been denied access to the Audit Committee. Thesame is posted on the website of the Company.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in form MGT-9 is placed on the Company s website at www.remigroup.com.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5(1) & 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting.
No employee of the Company was in receipt of remuneration equal to or exceeding theprescribed limits pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm that:
a. in the preparation of the annual accounts for the year ended 31st March2019 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;
b. the Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year ended 31stMarch 2019 and of the profit of the Company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts/ financial statements on a goingconcern basis;
e. that proper internal financial controls were in place and that the financialcontrols are adequate and were operating effectively ; and
f. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors place on record their sincere thanks for the financial support from itsbankers and Govt. Departments. They also place on record their appreciation for thededicated services of the executives staff and workers of the Company. Your Directorsalso appreciate the faith you have reposed in the Company and are confident that theCompany can depend upon your continued support in its endeavour to grow.
| ||ON BEHALF OF THE BOARD |
|Registered Office: || |
|REMI House Plot No.11 || |
|Cama Industrial Estate Goregaon (East) ||Sd/- |
|Mumbai 400 063 ||VISHWAMBHAR C. SARAF |
| ||CHAIRMAN |
|Dated: 14th August 2019 ||(DIN:00161381) |