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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
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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 2018.

(Rs in Lacs)

Financial Results 2017 - 2018 2016 - 2017
Gross Turnover 2015.32 1742.60
Profit before Interest Depreciation and Tax 365.88 259.89
(EBIDTA)
Less: Finance Cost 104.28 91.80
Depreciation 57.25 58.60
Taxation 45.51 18.69
207.04 169.09
Net Profit 158.84 90.80
Other comprehensive income (11.27) (3.71)
Net Profit ( after other comprehensive income) 147.57 87.09
Balance brought forward 783.50 711.42
Profit available for appropriations 931.07 796.53
Appropriations
Transferred to General Revenue 25.00 15.00
Net surplus in the Statement of Profit & Loss 906.07 781.53
931.07 796.53

OPERATIONS :

The Company achieved turnover of Rs.20.15 crores during the year as against Rs.17.43crores of previous year. The Company has achieved EBIDTA and net profit of Rs.3.66 Croresand Rs.1.48 Crores during the year as against Rs.2.60 Crores and Rs.0.87 croresrespectively in the previous year. The Company is hopeful that demand of its products willpick up in coming years on revival of the economy as the Government at Center is takingsteps in that direction by more reforms including opening more sectors to FDI raising FDIlimit of various sectors and implementation of GST. During the year the Companytransferred a sum of Rs.0.25 Crores to the General Reserves. There are no changes in theshare capital during the year. There are no Companies which have become or ceased to beits Subsidiaries Joint Ventures or associate Companies.

DIVIDEND:

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

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act.

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:

Shri Vishwambhar C. Saraf (DIN:00161381) retire by rotation and is to be re-appointed.

Shri Vishwambhar C. Saraf (78) is a commerce graduate from the University of Bombay andafter graduation he joined the family business. He has more than 50 years ofbusiness experience. The Performance of the Company is increasing due to theleadership and guidance given by him.

Shri Rishabh R. Saraf is appointed as Executive Director of the Company with effectfrom 3rd August 2018. Shri Rishabh Saraf is Graduate from University of Nottingham inEngland. He has more than 13 years of experience in Management Production Sales ExportFinance and Other Administrative Matters. His appointment will be beneficial to theinterest of the Company. Shri Rajendra C. Saraf has resigned as Managing Director of theCompany with effect from 3rd August 2018 and he will continue as Director of the Company.

BOARD MEETINGS:

During the year 4 (Four) Board meetings were held with gap between Meetings notexceeding the period prescribed under the Act. POLICY ON APPOINTMENT AND REMUNERATIONOF 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 paidremuneration by way of salary perquisites incentives and allowances as recommended bythe Committee and the Board of Directors and approved by the Members of the Company fromtime to time. Non-Executive Independent Directors are paid sitting fees for attendingmeetings of the Board of Directors. The Board of Directors are collectively responsiblefor selection of a member on the Board. The Nomination and Remuneration Committee of theCompany follows defined criteria for identifying screening recruiting and recommendingcandidates for election as a Director on the Board. The criteria for appointment to theBoard include: composition of the Board which is commensurate with the size of theCompany its portfolio geographical spread and its status as a listed Company; desiredage and diversity on the Board; size of the Board with optimal balance of skills andexperience and balance of Executive and Non-Executive Directors consistent with therequirements of law; professional qualifications expertise and experience in specificarea of business; balance of skills and expertise in view of the objectives and activitiesof the Company; avoidance of any present or potential conflict of interest; availabilityof time and other commitments for proper performance of duties;

personal characteristics being in line with the Company's values such as integrityhonesty transparency pioneering mindset.

FINANCIAL STATEMENT:

Audited Financial Statement 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.

AUDITORS:

M/s Sundarlal Desai & Kandodia Chartered Accountants (Firm RegistrationNo.110560W) was appointed as the statutory auditor of the Company for a term ofconsecutive five years i.e. from the conclusion of the 43rd annual general meeting tillthe conclusion of the 48th Annual General Meeting by the shareholders of the Company. Hehas confirmed that they are not disqualified from continuing as auditor of the Company.The statutory audit report for the financial year ended 31st March 2018 does not containany qualification reservation or adverse remark or disclaimer made by statutory auditors.

SECRETARIAL AUDITOR:

Shir Vishal Mehra Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2017-18 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2017-18 forms part of the Annual Report as "Annexure - A" to the Board'sreport. There is no qualification reservation or adverse remark 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.

Pursuant to provisions of The Companies Act 2013 all related party transactions thatwere entered into during the financial year were on an arm's length basis and were in theordinary course of business. There were no material related party transactions entered bythe Company during the year and thus disclosure in Form AOC-2 is not required.

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 ofthe members to Note 37 to notes to accounts which sets out 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.
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 4.63 Lacs
Outgo Rs 19.76 Lacs

AUDIT COMMITTEE:

The Audit Committee comprises of Shri Ram Krishna Shriya Shri Rajendra C. Saraf andSmt. 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 reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likemeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role. In a separate meeting ofindependent Directors performance of non-independent directors performance of the boardas a whole and performance of the Chairman was evaluated taking into account the views ofnon-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 Company'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 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) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. No employee of the Companywas in receipt of remuneration equal to or exceeding the prescribed limits pursuant toSection 197(12) of the Companies Act 2013 read with Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

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 sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company as paid up equity share capital the Company do not exceed RupeesTen Crores and net worth do not exceed Rupees Twenty Five Crores as on the Financial yearended 31st March 2018.

DIRECTORSf 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 theannual accounts for the year ended 31st March 2018 the applicable Accounting Standardshave been followed along with proper explanation relating to material departures if any;b. the Directors have selected accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended 31st March2018 and of the profit of the Company for that period; c. the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. the Directors have prepared the annualaccounts/ financial statements on a going concern basis; e. that proper internal financialcontrols were in place and that the financial controls are adequate and were operatingeffectively ; and f. that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

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
Registered Office:
REMI House Plot No.11
Sd/-
Cama Industrial Estate
Goregaon (E) Mumbai-400 063 VISHWAMBHAR C. SARAF
CHAIRMAN
Dated : 14th August 2018. (DIN: 00161381)