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Remi Process Plant & Machinery Ltd.

BSE: 505658 Sector: Engineering
NSE: N.A. ISIN Code: INE513H01019
BSE 05:30 | 01 Jan Remi Process Plant & Machinery Ltd
NSE 05:30 | 01 Jan Remi Process Plant & Machinery Ltd

Remi Process Plant & Machinery Ltd. (REMIPROCPLANT) - Director Report

Company director report

To

The Members

REMI PROCESS PLANT AND MACHINERY LIMITED

The Directors are pleased to present herewith the audited accounts of the Company forthe year ended 31st March 2020.

Financial Results

2019 - 2020

2018 - 2019

Gross Turnover 2582.94 1790.93
Profit before Interest Depreciation and Tax (EBIDTA) 451.43 396.50
Less: Finance Cost 116.94 109.57
Depreciation 57.38 58.81
Taxation 38.43 212.75 46.91 215.29
Net Profit 238.68 181.21
Other comprehensive income (34.60) 19.80
Net Profit ( after other comprehensive income) 204.08 201.01
Balance brought forward 1057.08 906.07
Profit available for appropriations 1261.16 1107.08
Appropriations
Transferred to General Revenue 50.00 50.00
Net surplus in the Statement of Profit & Loss 1211.16 1057.08
1261.16 1107.08

OPERATIONS :

The Company achieved turnover of Rs.2582.94 Lakhs during the year as against Rs.1790.93Lakhs of previous year. The Company has achieved EBIDTA and net profit of Rs.451.43 Lakhsand Rs.238.68 Lakhs during the year as against Rs.396.50 Lakhs and Rs.181.21 Lakhsrespectively in the previous year. The working of the last quarter of March 2020 wasaffected adversely due to Covid -19 pandemic .The Company has resumed plant operationsgradually from third week of May 2020 .The Company is hopeful that demand of its productswill pick up in coming years on revival of the economy as the Government at Center istaking steps in that direction by more reforms including opening more sectors to FDIraising FDI limit of various sectors stabilization of GST and preference to domesticmanufacturers in Govt. and PSUS procurement. Moreover the HonRs.ble Prime MinisterRs.spolicy of Aatmanirbhar Bharat will also benefit domestic manufacturers.

During the year the Company transferred a sum of Rs.50.00 Lakhs to the GeneralReserves. There are no changes in the share capital during the year.

The Board of Directors expresses their inability to declare any dividend.

There are no Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Companies.

DIRECTORS:

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:

Mr. Vishwambhar C. Saraf (DIN:00161381) Director who is retiring by rotation is to bereappointed. The brief resume of the Directors is given herebelow:

Mr. Vishwambhar C. Saraf (81) is a commerce graduate from the University of Bombay andafter graduation he joined the family business. He has more than 55 years of businessexperience. The Performance of the Company is increasing due to the leadership andguidance given by him. He holds 200 equity shares in the Company. He was first appointedon the board of the director on 19/11/1983. He attended 7 (Seven) meetings of the Board ofDirectors during the year 2019-20. He is on the Board of Remi Edelstahl Tubulars LimitedRemi Elektrotechnik Limited Magnificent Trading Private Limited Technocraft Industries(India) Limited Aura Realfinvest Private Limited and Remi Renewable Energy PrivateLimited. He is Chairman of Stakeholders Relationship Committee in Remi Edelstahl TubularsLimited Remi Process Plant And Machinery Limited and Technocraft Industries (India)Limited. He is Member of Audit Committee in Remi Edelstahl Tubulars Limited RemiElektrotechnik Limited and Technocraft Industries (India) Limited. He is MemberStakeholders Relationship Committee in Remi Elektrotechnik Limited. Mr. Vishwambhar C.Saraf and Mr. Rajendra C. Saraf are brothers and Mr. Rishabh Saraf is son of Mr. RajendraC. Saraf Apart from this there is no relationship between the Directors inter-se.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015.The Board of Directors confirm that theindependent directors of the Company fulfill the conditions specified in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and are independent of themanagement of the company.

BOARD MEETINGS:

During the year 8 (Eight) Board meetings were held with gap between Meetings notexceeding the period prescribed under the Act.

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 Executive Directors and other whole-time directors are paid remuneration by way ofsalary perquisites incentives and allowances as recommended by the Committee and theBoard of Directors and approved by the Members of the Company from time to time.Non-Executive Independent Directors are paid sitting fees for attending meetings of theBoard of Directors.

The Board of Directors are collectively responsible for selection of a member on theBoard. The Nomination and Remuneration Committee of the Company follows defined criteriafor identifying screening recruiting and recommending candidates for election as aDirector on the Board. The criteria for appointment to the Board include:

• composition of the Board which is commensurate with the size of the Companyits portfolio geographical spread and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance ofExecutive and Non-Executive Directors consistent with the requirements of law;

• professional qualifications expertise and experience in specific area ofbusiness; balance of skills and expertise in view of the objectives and activities of theCompany;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the CompanyRs.s values such asintegrity honesty transparency pioneering mindset.

FINANCIAL STATEMENTS:

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.

COST RECORDS:

The maintenance of cost records as specified by the Central Government undersub-section (I) of section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained.

AUDITORS:

M/s Sundarlal Desai & Kandodia Chartered Accountants (Firm RegistrationNo.110560W) was appointed as the statutory auditors of the Company for a term ofconsecutive five years i.e. from the conclusion of the 43rd annual generalmeeting till the conclusion of the 48th 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 2020does not contain any qualification reservation or adverse remark or disclaimer made bystatutory auditors.

SECRETARIAL AUDITOR:

Shri Kamlesh Rajoria Practicing Company Secretary Kamlesh Rajoria & Associateswas appointed to conduct the secretarial audit of the Company for the financial year2020-21 as required under Section 204 of the Companies Act 2013 and Rules thereunder.The secretarial audit report for FY 2019-20 forms part of the Annual Report as "Annexure- A" to the BoardRs.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:

Pursuant to provisions of The Companies Act 2013 all related party transactions thatwere entered into during the financial year were on an armRs.s length basis and were inthe ordinary course of business. There is ongoing material related party transactionsentered by the Company during the year and thus disclosure in Form AOC-2 is required.AOC-2forms part of the Annual Report as "Annexure - B" to the BoardRs.s report. Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 there are no transactions with any person or promoter/ promoters groupholding 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 34 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. The Company has also installed solar power system for captive consumption.
iii. the capital investment on energy conservation equipments; : Nil

(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 products produced by the Company 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 : Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings Rs.2.59 Lakhs
Outgo Rs.18.30 Lakhs

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Ram Krishna Shriya Mr. Rishabh R. Saraf and Mrs.Anita Bhartiya.

RISK MANAGEMENT:

The Company has laid down a risk management policy identifying Foreign Exchange RiskBusiness Risk. The senior management team reviews and manages the foreign exchange risksin a systematic manner including regular monitoring of exposures proper advice frommarket experts.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD COMMITTEES AND DIRECTORS:

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of non-executive directors.

DEPOSITS:

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 CompanyRs.s operations in future.

VIGIL MECHANISM:

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. The same 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 CompanyRs.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 employeesRs. 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 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :

The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

(i) Number of complaint filed during the financial year - Nil

(ii) Number of complaints disposed of during the financial year - N.A.

(iii) Number of complaints pending as on end of the financial year -Nil

CORPORATE GOVERNANCE REPORT:

Kindly note that the pursuant to Regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of subregulation (2) of regulation 46 and para C D and E of Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company as paid up equity share capital the Company does not exceedRupees Ten Crores and net worth does not exceed Rupees Twenty Five Crores as on theFinancial year ended 31st March 2020.

DIRECTORSRs. 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 March2020 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 2020 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.

APPRECIATION:

The Board extends its grateful thanks to the Investors Central and various StateGovernments its bankers and district level authorities for their continued supportextended to the Company from time to time.

ON BEHALF OF THE BOARD

Sd/-

VISHWAMBHAR C. SARAF CHAIRMAN (DIN: 00161381)

Registered Office:

REMI House Plot No.11

Cama Industrial Estate Goregaon (E) Mumbai-400 063

Dated : 24th August 2020

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