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Remi Sales & Engineering Ltd.

BSE: 504360 Sector: Others
NSE: N.A. ISIN Code: INE130I01010
BSE 05:30 | 01 Jan Remi Sales & Engineering Ltd
NSE 05:30 | 01 Jan Remi Sales & Engineering Ltd

Remi Sales & Engineering Ltd. (REMISALESENG) - Director Report

Company director report

To

The Members

REMI SALES AND ENGINEERING LIMITED

The Directors are pleased to present herewith the audited accounts of the Company forits financial year ended 31st March 2018.

(Rs. in Lacs)
Financial Results 2017 - 2018 2016 - 2017
Sales 12733.64 12414.40
Profit before Finance Costs Depreciation and Tax (EBIDTA) 989.43 653.08
Finance Costs 17.00 16.35
Depreciation 32.34 31.37
Taxation 216.50 214.36
265.84 262.08
Net Profit/(Loss) 723.59 385.03
Other comprehensive income 88.89 (11.36)
Net Profit (including other comprehensive income) 812.48 379.64
Balance brought forward 1580.51 1200.87
2392.99 1580.51
Appropriations
Transfer to General Reserve 50.00 50.00
Net surplus in the statement of Profit & Loss 2342.99 1530.51
2392.99 1580.51

OPERATIONS :

The Company achieved turnover of Rs.127.34 crores during the year as against Rs.124.14Crores in the previous year. The Working of the Company has resulted in the net profit ofRs.8.12 crores as compared to profit of Rs.3.80 crores during previous year. The workingof the Company has improved during the year compared to previous year. The company islooking for further improvement in economy and business climate. During the year theCompany transferred a sum of Rs.0.50 Crores to the General Reserves. There are no changesin the Share capital during the year. There are no Companies which have become or ceasedto be its Subsidiaries Joint Ventures or associate Companies.

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 Vinod C. Jalan (DIN:00087424) retires by rotation and is to be re-appointed.

Shri Vinod Jalan (62) a graduate having vast experience in the field ofmanufacturing production trading and various other areas related to operations. He haswork experience of more than 31 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 attended 4 (Four) board meetings during the Year 2017-18.

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 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.

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:

Mr. 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 42ndAnnual General Meeting by the shareholders of the Company. He has confirmed that they arenot disqualified from continuing as auditor of the Company. The statutory audit report forthe financial year ended 31st March 2018 does not contain any qualificationreservation or adverse remark or disclaimer made by statutory auditors.

SECRETARIAL AUDITOR:

Shri 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.

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.

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 the 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:
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; : The Company is not a manufacturing company; hence
ii. the benefits derived like product improvement cost reduction product development or import substitution; : 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 Rs. 184.39 Lacs
Outgo Rs. 123.65 Lacs

AUDIT COMMITTEE:

The Audit Committee comprises of Shri Mahabir Prasad Sharma Shri Sandeep Kasera andSmt. Archana Bajaj.

RISK MANAGEMENT:

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 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 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 March2018 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 2018 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:

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 SANDEEP KASERA
Goregaon (East) Mumbai-400 063 CHAIRMAN
Dated: 14th August 2018 (DIN:00156800)