REMI SALES AND ENGINEERING LIMITED
The Directors are pleased to present herewith the audited accounts of the Company forits financial year ended 31st March 2019.
| || ||(Rs. in Lacs) |
|Financial Results ||2018-2019 ||2017-2018 |
|Sales ||13842.88 ||12733.64 |
|Profit before Finance Costs Depreciation and Tax (EBIDTA) ||792.40 ||989.43 |
|Finance Costs ||12.15 ||17.00 |
|Depreciation ||46.06 ||32.34 |
|Taxation ||192.55 ||216.50 |
| ||250.76 ||265.84 |
|Net Profit/(Loss) ||541.64 ||723.59 |
|Other comprehensive income ||(22.25) ||88.89 |
|Net Profit (including other comprehensive income) ||519.39 ||812.48 |
|Balance brought forward ||2342.99 ||1580.51 |
| ||2862.38 ||2392.99 |
|Appropriations || || |
|Transfer to General Reserve ||75.00 ||50.00 |
|Net surplus in the statement of Profit & Loss ||2787.38 ||2342.99 |
| ||2862.38 ||2392.99 |
The Company achieved turnover of Rs.138.43 crores during the year as against Rs.127.33Crores in the previous year. The Working of the Company has resulted in the net profit ofRs.5.42 crores as compared to profit of Rs.7.24 crores during previous year. The netprofit during previous was more due to one time gain from property. The company is lookingfor further improvement in economy and business climate.
During the year the Company transferred a sum of Rs.0.75 Crores to the GeneralReserve.
There are no changes in the Share capital during the year. There are no Companies whichhave become or ceased to be its Subsidiaries Joint Ventures 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 MahabirPrasad Sharma (DIN:00175393) Chariman Shri Vinod C. Jalan (DIN:00087424) and ShriSandeep Kasera (DIN: 00156800).
The Company has formulated a Corporate Social Responsibility policy. The Annual Reporton CSR activities is annexed as 'Annexure A'' and forms part of this report and isalso 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.
BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:
Shri Vinod C. Jalan (DIN:00087424) retires by rotation and is to be re-appointed.
Shri Vinod Jalan (63) a graduate having vast experience in the field ofmanufacturing production Trading and various other areas related to operations. He haswork experience of more than 30 years in this field. His involvement with the Company isbeneficial to the Company and stakeholders. He was first appointed on the Board ofDirectors w.e.f. 31/01/2006. He is on board of Vishwakarma Jobworks Ltd. OmkareshwarRealties & Services Pvt. Ltd. Hanuman Power Transmission Equipments Pvt. Ltd. andAnurag Investments Pvt. Ltd. He attended 5 (Five) board meetings during the year 2018-19.
The Board has recommended and approved reappointment of Shri Mahabir Prasad Sharma andSmt. Archana Bajaj as Independent Directors for second term of five years subject toapproval by members by way of special resolutions and brief profile of IndependentDirectors as stated in the Notice of ensuing AGM
There is no relationship between the Directors inter-se.
During the year 5 (Five) 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.
Shri Yatin Kumar Shah (Membership No.159796) Chartered Accountant was appointed as thestatutory auditor of the Company for a term of consecutive five years i.e. from theconclusion of the 37th annual general meeting till the conclusion of the 42nd AnnualGeneral Meeting by the shareholders of the Company. He has confirmed that they are notdisqualified from continuing as auditor of the Company.
The statutory audit report for the financial year ended 31st March 2019 does notcontain any qualification reservation or adverse remark or disclaimer made by statutoryauditors.
Shri 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:
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. Pursuant toSchedule V of the SEBI ((Listing Obligations and Disclosure Requirements) Regulation2015 there are no transactions with any person or promoter/ 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 34 to the notes to accounts whichsets 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: || |
|All efforts are being made to conserve energy. || |
|i. the steps taken or impact on conservation of energy; ||: |
|ii. the steps taken by the company for utilising alternate sources of energy; ||: |
|iii. the capital investment on energy conservation equipments; ||: |
|(B) Technology absorption: || |
|i. the efforts made towards technology absorption; || |
|ii. the benefits derived like product improvement cost reduction product development or import substitution; ||The Company is not a manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable. However the Company has installed one Windmill to generate green power. |
|iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) || |
|(a) the details of technology imported; ||: |
|(b) the year of import; ||: |
|(c) whether the technology been fully absorbed; ||: |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||: |
|iv. the expenditure incurred on Research and Development ||: |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Earnings ||Nil |
|Outgo ||Rs. 145.40 Lacs |
The Audit Committee comprises of Shri Mahabir Prasad Sharma Shri Sandeep Kasera andSmt. Archana Bajaj.
The Company has laid down a risk management policy identifying Business Risk andInsurance risk. The senior management team reviews and manages the foreign exchange risksin a systematic manner including regular monitoring of exposures proper advice frommarket experts etc.
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.
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. 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) & 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 Rule 5(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 March 2019 theapplicable Accounting Standards have been followed along with proper explanation relatingto 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 appreciate the faith you have reposed in the Company and are confidentthat the Company can depend upon your continued support in its endeavour to grow.
| ||ON BEHALF OF THE BOARD |
|Registered Office: ||Sd/- |
|REMI HOUSE || |
|Plot No.11 Cama Industrial Estate ||VINOD C. JALAN |
|Goregaon (East) Mumbai-400 063 ||CHAIRMAN |
|Dated: 14th August 2019 ||(DIN: 00087424) |