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Remsons Industries Ltd.

BSE: 530919 Sector: Auto
NSE: REMSONSIND ISIN Code: INE474C01015
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VOLUME 3828
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VOLUME 3828
52-Week high 313.80
52-Week low 102.30
P/E 30.50
Mkt Cap.(Rs cr) 130
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Remsons Industries Ltd. (REMSONSIND) - Director Report

Company director report

To

The Members

Remsons Industries Limited

Your Directors take pleasure in presenting the 49th Annual Report ofthe Company together with the Audited Financial Statements for the financial year ended31st March 2021.

1.FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Standalone

Consolidated
Particulars Financial Year ended st 31 March 2021 Financial Year ended st 31 March 2020 Financial Year ended st 31 March 2021*
Revenue from operations and Other Income (Net) 19742.48 16088.13 22856.19
Profit before interest Depreciation tax and extra ordinary items 1191.89 1312.26 1257.21
Less: (i) Financial expenses 311.17 252.09 354.22
(ii) Depreciation / Amortization 328.21 318.93 440.69
Profit / (Loss) before exceptional items & tax 552.51 741.24 462.30
Add: Exceptional Items 329.69 - 329.69
Profit / (Loss) before tax 882.19 741.24 791.99
Less: Tax-Provision:
-Current Tax 146.78 212.74 146.78
-Deferred tax liabilities/(Assets) 69.86 -5.16 196.70
Profit / (Loss) after tax 665.55 533.66 448.51
Other Comprehensive Income (0.59) (27.00) 33.09
Total Comprehensive Income for the year 664.97 506.66 481.60

*Consolidation became applicable for the first time during thisfinancial year hence previous financial year figures are not applicable.

2.AUTOMOBILE INDUSTRYSCENARIO-2020-21:

The Indian economy is estimated to have contracted by about 11 per centin 2020-21 as compared to growth of 4.2 per cent in the previous fiscal mainly on accountof the impact of the COVID-19 pandemic and the lockdowns imposed. India's automotiveindustry was battered by the headwinds of COVID-19 and the lockdowns. The vehiclemanufacturers showed sales volume decline of 13.5% from 2019-20 to 2020-21. The Indianautomotive sector has been and continues to be severely tested by the pandemic butremains the third-largest automobile market. Already impacted by an unprecedented slowdownbefore the coronavirus pandemic the resilience of the Indian auto industry was testedseverely by the March 2020 nationwide lockdown. The industry has adopted increaseddigitization updated SOPs to include COVID protocols strengthened supply chainrobustness and improved financial metrics to sustain itself through this crisis.

3.OPERATIONS:

During the financial year 2020-21 the Company has achieved totalrevenue of Rs.19742.48 Lakhs (previous year Rs. 16088.13 Lakhs) and profit beforeexceptional items & tax was Rs. 552.51 Lakhs (previous year profit Rs. 741.24 Lakhs)and the Net profit after exceptional item tax and considering OCI was Rs. 664.97 Lakhs(previous year profit Rs. 506.66 Lakhs).

During the financial year under review consolidated total revenue fromoperations and other income of the Company was Rs. 22856.19 Lakhs and profit beforeexceptional items & tax was Rs. 462.30 Lakhs and the Net profit after exceptionalitem tax and considering OCI was Rs. 481.60 Lakhs.

4.EXPORTS:

During the financial year under review exports were better at Rs.2697.38 Lakhs as compared to Rs. 2477.10 Lakhs in the previous year.

5.CREDITRATING:

ICRALimited has reaffirmed the following credit ratings for Company'slong term and short term instruments:

Details of Bank Limits Rated by Amount Rating (Rs. in Crore) Assigned / Outstanding on
ICRA (on Long - Term Scale)
Cash Credit
State Bank of India 26.00 [ICRA] BBB-(Stable) February 11 2021
Term Loans
State Bank of India 13.30 [ICRA] BBB-(Stable) February 11 2021
Total 39.30
Details of Bank Limits Rated by ICRA (on Long - Term Scale) Amount(Rs. Crore) Rating Assigned / Outstanding on
LC Limit
State Bank of India 0.50 [ICRA] A3 February 11 2021
Bank Guarantee
State Bank of India 0.20 [ICRA] A3 February 11 2021
Total 0.70
Grand Total 40.00

6.DIVIDENDANDTRANSFERTO RESERVES:

Your Directors have pleasure in recommending payment of dividend of Re.1.00 per share (10%) (previous year Rs. 1.50 per share (15%) (interim dividend) on facevalue of Equity Shares of Rs. 10/- each for the financial year ended 31st March 2021.This will absorb total cash outflow of Rs. 5713357/- (previous year Rs. 8570036/-).The dividend if approved will be paid to those members whose names shall appear on theRegister of Members / List of Beneficiaries as on 23rd September 2021.

During the financial year under review the Company has not transferredany amount to reserves.

7.SHARE CAPITALOFTHE COMPANY:

There was no change in share capital of the Company during thefinancial year 2020-21. The paid-up equity share capital of your Company as on 31st March2021 was Rs. 57133570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand FiveHundred Seventy only) divided into 5713357 (Fifty Seven Lakhs Thirteen Thousand ThreeHundred Fifty Seven) Equity shares of Rs.10/- (Rupees Ten) each.

8.CHANGE INTHE NATURE OFBUSINESS OFTHE COMPANY:

There was no change in nature of business activities of the Companyduring the financial year under review.

9.PUBLIC DEPOSITS :

During the financial year under review the Company has not accepted orrenewed any deposits from public within the meaning of Sections 73 and 76 of the CompaniesAct 2013 ("Act") read with Companies (Acceptance of Deposits) Rules 2014.

10. SUBSIDIARY JOINTVENTUREANDASSOCIATE COMPANIES :

The Company has incorporated one wholly owned subsidiary namely RemsonsHoldings Ltd. on 21st August 2020. Remsons Holdings Ltd. incorporated one wholly ownedsubsidiary namely Remsons Automotive Ltd. on 26th August 2020 with The Registrar ofCompanies England and Wales by which RemsonsAutomotive Ltd. become step-down subsidiaryof the Company. The name of Remsons Automotive Ltd. was changed to Magal Automotive Ltd.w.e.f. 3rd November 2020. Remsons Holdings Ltd. has acquired Woolford Properties Ltd. on21st October 2020 by which Woolford Properties Ltd. become step-down subsidiary of theCompany. Magal Automotive Ltd. earlier know as ("Remsons Automotive Ltd") hasacquired the assets and business of "Magal Cables Ltd." in the UK. Theseacquisitions were completed on the 21st October 2020.

The Company has incorporated one more Wholly Owned Subsidiary namely"Remsons UK Ltd." on 10th November 2020 however the Company has transferredand disposed of its entire holding in Remsons UK Ltd. UK on 9th March 2021;consequently the said Remsons UK Ltd. ceased to be the wholly owned subsidiary prior toremittance of the initial capital. The Company disposed of the shares for no considerationon 9th March 2021.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of Remsons Holdings Ltd. WoolfordProperties Ltd. and Magal Automotive Ltd. in Form AOC 1 is annexed as Annexure I andforms part of this Report.

11. ACQUISITION OFMAGALCABLES LTD IN UK:

The Company has completed acquisition of the assets of Magal CablesLtd. and shares of Woolford Properties Ltd. ("MCL") UK part of ArlingtonGroup-Engineering Systems. The cost of acquisition including working capital is GBP 3.5million pounds. The entire transaction has been funded by a mix of internal accruals anddebt without any equity dilution in Remsons. This acquisition is a step towards forwardintegration to create value for all the stakeholders. Remsons and the administrators ofArlington Group have completed the acquisition on 21st October 2020.

Magal Cables Ltd. UK is part of Arlington Group - Engineering Systemshas its manufacturing facility at Stourport near Birmingham with state of art TechnicalCenter Testing and Validation Laboratory. The Company is into manufacturing of ControlCable Assemblies Pedal Box Systems Spare Wheel Winches and Jacks which are supplied toprestigious customers like Ford JLR Daimler Renault Volvo and many more across theglobe including UK Europe USA.

12. CONSOLIDATED FINANCIALSTATEMENTS:

Pursuant to the provisions of Sections 129 and 133 of the Act read withthe Companies (Accounts) Rules 2014 and as required under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company has prepared Consolidated Financial Statementsconsolidating financial statements of Remsons Holding Ltd. UK a wholly owned subsidiaryand of Woolford Properties Ltd. UK and Magal Automotive Ltd. UK step down subsidiariesof the Company with its financial statements in accordance with the applicable provisionsof Indian Accounting Standards ("IndAS"). The Consolidated Financial Statementsalong with the Independent Auditors' Report thereon are annexed and form part of thisReport.

The summarized consolidated financial position is provided above inpoint no. 1 of this Report

13. LISTING:

The Equity shares of the Company are listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). The Company has paid the requisite listingfees to the said Stock Exchanges for the financial year 2020-21.

14. ANNUALRETURN:

As required under Section 92(3) read with 134(3)(a) of the Act a copyof Annual Return as on 31st March 2021 will be placed on the Company's website and can beaccessed at www.remsons.com.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") :

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Act read withCompanies (Management and Administration) Rules 2014 and Articles of Association of theCompany Mr. Anil Kumar Agrawal (DIN: 00513805) Director of the Company retires byrotation at the ensuing 49th Annual General Meeting and being eligible has offeredhimself for re-appointment and your Board recommends his re-appointment.

b) Appointment / Re-appointment

The Board of Directors of the Company in its meeting held on 30th May2020 re-appointed Mr. Rahul Kejriwal (DIN: 00513777) as Whole Time Director of theCompany for further period of five (5) years with effect from 1st June 2020 subject tothe approval of the shareholders the Company. The shareholder in their 48th Annual GeneralMeeting held on 30th September 2020 approved the said reappointment. Further he was alsoappointed as Chief Financial Officer of the Company w.e.f. 14th December 2020 andre-designated as Whole Time Director and Chief Financial Officer of the Company w.e.f.said date.

c) Cessation

Mr. Subhash Vishwakarma resigned as Chief Financial Officer of theCompany w.e.f. 30th June 2020. The Board places its sincere appreciation for valuableguidance and support extended by him during his tenure as Chief Financial Officer of theCompany.

d) Declaration from Independent Directors:

The Company has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with Schedule IV of theAct and the Company's Code of Conduct.

Further the Independent Directors have also submitted theirdeclaration in compliance with the provisions of Rule 6(3) of Companies (Appointment andQualification of Directors) Rules 2014 which mandated the inclusion of an IndependentDirector's name in the data bank of Indian Institute of CorporateAffairs("IICA").

None of the directors of your Company are disqualified under theprovisions of Section 164(2) of the Act. Your directors have made necessary disclosuresas required under various provisions of the Act Listing Regulations and in the opinion ofthe Board all the Independent Directors are persons of integrity and possesses relevantexpertise and experience and are independent of the management.

e) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Act andRules framed there-under and Regulation 17 read with Part D of Schedule II of the ListingRegulations the Board of Directors has put in place a process to formally evaluate theeffectiveness of the Board along with performance evaluation of each director to becarried out on an annual basis.

Pursuant to the provisions of the Act and Listing Regulations theevaluation of the Board and its performance the directors individually and the working ofits Audit Committee Stakeholders' Relationship Committee Nomination and RemunerationCommittee and Corporate Social Responsibility Committee was carried out by the Board. TheBoard has evaluated the performance of each of executive non-executive and IndependentDirectors considering the business of the Company and the expectations that the Board hasfrom each of them. The evaluation framework for assessing the performance of Directorscomprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth ofCompany and it's performance; and

iv. Providing perspectives and feedback going beyond informationprovided by the management.

f) Key managerial Personnel (KMP)

The details of Key Managerial Personnel of the Company as on 31stMarch 2021 are as follows:

Sr. No. Name Designation
1. Mr. Krishna Kejriwal Chairman and Managing Director
2. Mrs. Chand Kejriwal Whole Time Director
3. Mr. Rahul Kejriwal Whole Time Director and CFO*
4. Mr. Amit Srivasatava Chief Executive Officer
5. Mr. Rohit Darji Company Secretary and Compliance officer

* CFO w.e.f. 14th December 2020

Apart from the above no other directors or the KMP were appointed orretired or resigned during the financial year under review.

16. DIRECTORS' RESPONSIBILITYSTATEMENT:

Your Directors to the best of their knowledge and belief and accordingto the information and explanations obtained by them and as required under Section134(3)(c) read with Section 134(5) of the Act state that:

a. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year on 31st March 2021 and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and

f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

17. MEETINGS OFTHE BOARD OFDIRECTORS:

The Board meets at regular intervals to discuss and decide on Company /business policies and strategy apart from other business of the Board. The notice of Boardmeetings are given well in advance to all the directors of the Company. Meetings of theBoard are held in Mumbai Maharashtra. The agenda of the Board / Committee meetings arecirculated 7 days prior to the date of the meetings. In case of any business exigenciesmeetings are called and convened at shorter notice or the resolutions are passed bycirculation and later placed in the next Board Meeting. The agenda for the Board andCommittee meetings include detailed notes on the items to be discussed at the meetings toenable the directors to take informed decision.

During the financial year under review the Board met Ten (10) timesviz. on 24th April 2020 30th May 2020 24th June 2020 6th August 2020 31st August2020 15th September 2020 13th October 2020 12th November 2020 14th December 2020and 10th February 2021.The gap between two board meetings did not exceed as providedunder theAct and Listing Regulations.

The attendance of the directors at the meetings of the Board ofDirectors are as under:

Name of Directors Designation No. of Held Meetings Attended
Mr. Krishna Kejriwal Chairman and Managing Director 10 10
Mrs. Chand Kejriwal Whole Time Director 10 10
Mr. Rahul Kejriwal Whole Time Director 10 10
Mr. Anil K. Agrawal Non-Executive Director 10 7
Mr. Paresh Bhagat Independent Director 10 5
Mr. Sudhir Khanna Independent Director 10 7
Mrs. Visalakshi Sridhar Independent Director 10 9

A. SEPARATE MEETING OFINDEPENDENTDIRECTORS :

As stipulated by the Code of Independent Directors under Schedule IV ofthe Act a separate meeting of the Independent Directors of the Company was held on 10thFebruary 2021 without the presence of non-Independent Directors and members of themanagement to consider the following :

i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company taking into account theviews of executive directors and non-executive directors;

iii. assessing the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the performance ofnon-Independent Directors and the Board as a whole. The Independent Directors were alsosatisfied with the quality quantity and timeliness of flow of information between theCompany management and the Board.

B. COMMITTEES OFTHE BOARD OFDIRECTORS:

In accordance with the provisions of the Act and the ListingRegulations the Company has constituted four committees of the Board namely:

I. Audit Committee;

II. Nomination and Remuneration Committee;

III. Stakeholders' Relationship Committee; and

IV. Corporate Social Responsibility Committee.

I. Audit Committee:

The Audit Committee is duly constituted as per the provisions ofSection 177 of theAct. The members of the Committee possess sound knowledge on accountsaudit finance taxation internal controls etc.

During the financial year 2020-21 the Audit Committee met Seven (7)times viz. on 30th May 2020 24th June 2020 31st August 2020 15th September 202012th November 2020 14th December 2020 and 10th February 2021. The composition of theAudit Committee and details of attendance of members at such meeting are as follows:

Name of the Members Designation No. of Held Meetings Attended
Mrs. Visalakshi Sridhar Chairperson 7 7
Mr. Paresh Bhagat Member 7 5
Mr. Sudhir Khanna Member 7 6
Mr. Krishna Kejriwal Member 7 7

The Company Secretary and Compliance Officer acts as the Secretary tothe Committee.

The Broad terms of reference of Audit Committee are as follows:

• Recommendation for appointment and removal of the Statutory andBranch Auditors fixations of audit fees and also approval for payment for any otherservices;

• Reviewing and monitoring the Auditor's independence andperformance and effectiveness of the audit process;

• Discussions with Statutory Auditors before the audit commences;the nature and the scope of Audit as well as have post audit discussion;

• To review the un-audited financial statements before submissionto the Board and to oversee the Company's financial information disclosure;

• Discussion with Internal Auditors on any significant findingsand follow up thereon;

• Review the adequacy of internal control system;

• Finding of any internal investigations by the internal auditorsin to matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board;

• Approval or any subsequent modification of transactions of theCompany with related parties;

• Scrutiny of Inter-corporate loans and investments;

• To review the Annual Budget and to consider and recommend to theBoard capital expenditure for enhancement of production capacity (excluding capitalexpenditure for normal maintenance / repairs/ replacements;

• Valuation of undertaking or assets of the Company wherever itis necessary;

• Reviewing the Company's financial and risk management policies;and

• Reviewing the annual financial statements and the Auditors'Report thereon before submission to the Board and to make recommendations to the Board onmatters relating to the financial management focusing primarily on:

• Any changes in accounting policies and practices;

• Major accounting entries based on exercise of judgment bymanagement;

• Qualifications in draft audit report;

• Significant adjustments arising out of audit;

• The going concern assumption;

• Compliance with accounting standards; and

• Any related party transactions i.e. transactions of the companyof material nature with promoters or the management their subsidiaries or relatives etc.that may have potential conflict with the interests of company at large.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as perthe provisions of Section 178 of the Act. During the financial year 2020-21 theNomination and Remuneration Committee met Four (4) times on 30th May 2020 31st August2020 14th December 2020 and 10th February 2021. The composition of the Nomination andRemuneration Committee and details of attendance of members at such meeting are as follows:

Name of Members Designation No. of Held Meetings Attended
Mr. Paresh Bhagat Chairman 4 2
Mr. Krishna Kejriwal Member 4 4
Mr. Sudhir Khanna Member 4 3
Mrs. Visalakshi Sridhar Member 4 4

The Company Secretary and Compliance officer acts as the Secretary tothe Committee.

The Broad terms of reference of Nomination and Remuneration Committeeare as follows:

• Formulate criteria for determining qualifications positiveattributes and independence of directors and evaluating the performance of the Board ofDirectors;

• Identification and assessing potential individuals with respectto their expertise skills attributes personal and professional standing for appointmentand re-appointment as Directors / Independent Directors on the Board and as Key ManagerialPersonnel;

• Formulate a policy relating to remuneration for the DirectorsCommittee and also the Senior Management Employees. The Remuneration Policy is availableon the website of the Company at www.remsons.com; and

• Terms and conditions for appointment of Independent Directors.The same is also available on the website of the Company at www.remsons.com.

III. Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted as per theprovisions of Section 178 of the Act. During the financial year 2020-21 the Stakeholders'Relationship Committee met Four (4) times viz. on 24th June 2020 15th September 202012th November 2020 and 10th February 2021. The composition of the Stakeholders'Relationship Committee and details of attendance of members at such meeting are asfollows:

Name of Members Designation No. of Held Meetings Attended
Mr. Sudhir Khanna Chairman 4 4
Mr.Anil K.Agrawal Member 4 3
Mr. Krishna Kejriwal Member 4 4
Mr. Rahul Kejriwal Member 4 4

The Company Secretary and Compliance Officer acts as the Secretary tothe Committee.

The Broad terms of reference of Stakeholders' Relationship Committeeare as follows:

• To ensure that the application for registration of transfertransmission transposition of Equity Shares lodged by the Shareholders / Investors aredisposed of in the stipulated time; and

• To look into the redressing of shareholders and investors'complaints regarding non-receipt of Annual Report or dividend declared change of addressetc.

IV. Corporate Social Responsibility (CSR) Committee:

Pursuant of the provisions of Section 135 read with Companies(Corporate Social Responsibility) Rules 2014 the Company has formed Corporate SocialResponsibility Committee and Corporate Social Responsibility (CSR) Policy. During thefinancial year 2020-21 the Corporate Social Responsibility Committee met three (3) timeson 6th August 2020 14th December 2020 and 10th February 2021. The composition of theCorporate Social Responsibility Committee and details of attendance of members at suchmeeting are as follows:

Name of the Members Designation No. of Held Meetings Attended
Mr. Krishna Kejriwal Chairman 3 3
Mr. Rahul Kejriwal Member 3 3
Mr. Sudhir Khanna Member 3 3
Mrs. Visalakhi Sridhar Member 3 3

The policy on Corporate Social Responsibility has been placed on thewebsite of Company viz. www.remsons.com. The details as required under Rule 8 of Companies(Corporate Social Responsibility) Rules 2014 are annexed to this report as Annexure IIand forms part of this report.

18. REMUNERATION POLICY:

Pursuant to provisions of Section 178 of theAct and on therecommendation of the Nomination and Remuneration Committee the Board has adopted apolicy for selection appointment and remuneration of Directors Key Managerial Personnel('KMPs') and Senior Management Personnel ('SMPs') including criteria for determiningqualifications positive attributes independence of a director and other related matters.The Remuneration Policy has been placed on the website of the Company and is available onwww.remsons.com.

The salient features of Remuneration Policy are mentioned below :

Selection:

•Any person to be appointed as a Director on the Board of Directorof the Company or as KMP or Senior Management Personnel including Independent Directorsshall possess appropriate skills experience and knowledge in one or more fields ofsciences actuarial sciences banking finance economics law management salesmarketing administration research corporate governance or technical operations;

•Any person to be appointed as a director on the Board of theCompany shall possess the relevant experience and shall be able to provide policydirections to the Company including directions on good corporate governance; and

•While appointing any person as Chief Executive Officer ManagingDirector or a Whole-Time Director of the Company his / her educational qualificationwork experience industry experience etc. shall be considered.

Remuneration of Managing Director:

• At the time of appointment or re-appointment the ManagingDirector shall be paid such remuneration as may be mutually agreed between the Company(which includes the Nomination and Remuneration Committee and the Board of Directors) andthe Managing Director within the overall limits prescribed under theAct;

• The remuneration shall be subject to the approval of the Membersof the Company in their general meeting; and

• While determining the remuneration the Nomination andRemuneration Committee shall consider the following:

I. The relationship of remuneration and performance benchmarks isclear;

II. Balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals;

III. Responsibility of the Managing Director and the industrybenchmarks and the current trends; and

IV. The Company's performance vis--vis the annual budget achievementand individual performance.

Remuneration of Non-Executive Directors:

A non-executive Director is entitled to receive sitting fees for eachmeeting of the Board or Committees of the Board attended by him of such sum as may beapproved by the Board of Directors within the overall limits prescribed under the Act andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and iseligible for reimbursement of expenses incurred for participation in the Board /Committees meetings.

The Independent Directors of the Company shall not be entitled toparticipate in Stock Option Scheme of the Company if any introduced by the Company.

Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees(i.e. KMPs and Executive Committee Members) the Nomination and Remuneration Committeeshall consider the following:

1.The relationship of remuneration and performance benchmark is clear;

2.The fixed pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals;

3.The components of remuneration include salaries perquisites andretirement benefits; and

4.The remuneration including annual increment and performance incentiveis decided based on the criticality of the roles and responsibilities the Company'sperformance vis--vis the annual budget achievement industry benchmark and currentcompensation trends in the market.

The Managing Director will carry out the individual performance reviewbased on the standard appraisal matrix and after taking into account the appraisal scorecard and other factors mentioned hereinabove recommends the annual increment to theNomination and Remuneration Committee for its review and approval.

The Company has not given any stock option to the executive andnon-executive Directors.

19. DIRECTORS' FAMILIARISATION PROGRAMME:

The Company undertakes and makes necessary provision for appropriateinduction programme for new directors and ongoing training for existing directors. The newdirectors are introduced to the Company's culture through appropriate training programmes.Such kind of training programmes help in developing relationship of the directors with theCompany and familiarise them with Company processes. The management provides suchinformation and training either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

• build an understanding of the Company's processes and

• fully equip directors to perform their role on the Boardeffectively.

Upon appointment directors receive a letter of appointment setting outin detail the terms of appointment duties responsibilities and expected timecommitments. The details of familiarization programme imparted to Independent Directorsare available on the Company's website at www.remsons.com.

20. VIGILMECHANISM/WHISTLE BLOWER POLICY:

Pursuance to provisions of Section 177 of the Act the Company hasadopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud andmismanagement if any.

The Company promotes ethical behaviour in all its business activitiesand has adopted a mechanism of reporting illegal or unethical behaviour. The Company has awhistle blower policy wherein the employees are free to report violations of laws rulesregulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to employees / workers. The mechanism also provides foradequate safeguards against victimization of directors and employees who avail of themechanism and also provide for direct access to the Chairperson of the Audit Committee inthe exceptional cases. The confidentiality of those reporting violation is maintained andthey are not subjected to any discriminatory practice. However no violation of laws orunethical conduct etc. was brought to the notice of the Management or Audit Committeeduring the financial year 2020-21. We affirm that during the financial year 2020-21 noemployee or director was denied access to the Audit Committee. The details of the Vigilmechanism / Whistle Blower Policy is available on the website of the Company athttps://www.remsons.com/wp-content/uploads/2017/03/1442906096_vigil-mechanism-policy.pdf.

21. STATUTORYAUDITORS:

As per provisions of Section 139 of the Act read with the Companies(Audit and Auditors) Rules 2014 the members of the Company in their 45th Annual GeneralMeeting held on 25th September 2017 appointed M/s. M. L. Bhuwania & Co. LLPChartered Accountants Mumbai (FRN: 101484W/W-100197) as the Statutory Auditors of theCompany for a term of consecutive Five (5) years i.e. to hold office from the conclusionof 45th Annual General Meeting till the conclusion of 50th Annual General Meeting of theCompany to be held for the financial year ending 31st March 2022 subject to theratification by members of the Company every year. However after the amendment in Section139 of the Act effective 7th May 2018 ratification by shareholders every year for theappointment of the Statutory Auditors is no longer required.

M/s. M. L. Bhuwania & Co. LLP Chartered Accountants have furnisheda certificate of their eligibility under Section 141 of the Act and the Companies (Auditand Auditors) Rules 2014 confirming that they are eligible for continuance as StatutoryAuditors of the Company.

The Auditors' Reports on the Standalone and Consolidated AuditedFinancial Statements of the Company for the financial year ended 31st March 2021 formpart of this Annual Report.

22. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS BY

STATUTORYAUDITORS:

The Auditors' Report on the Standalone and Consolidated AuditedFinancial Statements of the Company for the financial year ended 31st March 2021 does notcontain any qualification reservation or adverse remarks.

Further the Auditors of the Company have not reported any fraud asspecified under the second proviso of Section 143 (12) of the Act.

23. SECRETARIAL AUDITREPORT:

Pursuant to the provisions of Section 204(1) of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s MBaldeva Associates Company Secretaries Thane were appointed as Secretarial Auditors ofthe Company for the financial year 2020-21. The Secretarial Audit Report for the financialyear under review is appended to this report as Annexure III and forms part of thisreport.

With respect to observations made by the Secretarial Auditors in theirreport your directors would like to state as follows:

Sr.No Observations Explanation of Board of Directors
1. Delay in filing of some e-forms and the Company has also filed some e-forms with Registrar of Companies (RoC) Mumbai Maharashtra under Companies Fresh Start Scheme 2020 introduced vide General Circular No. 30/2020 dated 28 th September 2020 read with General Circular No. 12/2020 dated 30th March 2020 and General Circular No. 11/2020 dated 24 th March 2020 Delay in filing of some e-forms and some e-forms with Registrar of Companies (RoC) Mumbai Maharashtra under Companies Fresh Start Scheme 2020 with Registrar of Companies (RoC) Mumbai Maharashtra was due to the nationwide lockdown imposed to prevent the spread of Covid- 19 pandemic in the country which lead to destruction in normal workings.
2. Copy of Limited Review Report on Financial Results for the quarter and half year ended 30 th September 2020 not submitted with the BSE Ltd. as required under Regulation 33 of the Securities and Exchange Board of India. Copy of Limited Review Report on the Unaudited Financial th Results for the quarter and half year ended 30 September 2020 was not submitted with the BSE Ltd. inadvertently.
3. Intimation under Regulation 30(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 regarding incorporation of wholly owned subsidiary namely 'Remsons Holdings Limited' being material event was given beyond prescribed timeline. Delay in giving intimation regarding incorporation of wholly owned subsidiary to the Stock Exchanges was unintentional.

Your Company always endeavor to comply with the law of land in trueletter & Spirit.

24. INTERNALAUDITORS:

Pursuant to provisions of Section 138 of the Act read with Companies(Accounts) Rules 2014 the Board on recommendation of the Audit Committee re-appointedM/s. Kanu Doshi & Associates LLP Chartered Accountants as Internal Auditors of theCompany. The Internal Auditors submit their reports on periodical basis to theAuditCommittee.

Based on the internal audit report the management undertakescorrective actions in respective areas and thereby strengthens the controls.

25. INTERNALFINANCIALCONTROLWITH REFERENCETOTHE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systemscommensurate with the nature of its business size and complexity of its businessoperations. Internal control systems comprising of policies and procedures are designed toensure reliability of financial reporting compliance with policies proceduresapplicable laws and regulations and that all assets and resources are acquiredeconomically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financialcontrol system in the Company its compliance with operating systems accountingprocedures at all locations of the Company and strives to maintain the standard inInternal Financial Control.

26. COSTRECORDS:

The Central Government has not prescribed the maintenance of costrecords for any of the products of the Company under Section 148 (1) of theAct

27. RISKSANDAREAS OFCONCERN:

The Company has laid down a well-defined Risk Management Policycovering the risk mapping trend analysis risk exposure potential impact and riskmitigation process. A detailed exercise is being carried out to identify evaluate manageand monitoring of both business and non-business risks. The Board periodically reviews therisks and suggests steps to be taken to control and mitigate the same through a properlydefined framework.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OFTHEACT.

All Related Party Transactions entered during the financial year underreview were in ordinary course of the business and on arm's length basis and are reportedin the Notes to Accounts on the Financial Statements.

No Material Related Party Transactions were entered during thefinancial year under review by your Company. Accordingly the disclosure of materialrelated party transactions as required under Section 134(3) of the Act in FormAOC-2 is notapplicable.

29. PARTICULARS OFEMPLOYEESAND REMUNERATION:

Disclosures pertaining to remuneration and other details as requiredunder Section 197 of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as Annexure-IV and forms part of this report.

The statement containing particulars of employees as required underSection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 is provided in a separate annexure.Further in terms of Section 136 of the Act this Report and financial statements are beingsent to the members excluding the aforesaid annexure. The said annexure is available forinspection at the Registered Office of the Company during the working hours and any memberinterested in obtaining a copy of the same may write to the Company Secretary andCompliance Officer of the Company and the same will be furnished on request.

30. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGSAND OUTGO:

Information in terms of requirement of clause (m) of sub-section (3) ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo aregiven in Annexure -Vand forms part of this report.

31. PARTICULARS OFLOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OFTHEACT:

The details of loans or guarantees given or investments made by theCompany under the provisions of Section 186 of the Act are given under Notes to Accountson the Financial Statements forming part of this Annual Report.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUSAND COMPANY'S OPERATIONS INFUTURE:

There was no significant or material order passed by any regulator orcourt or tribunal which impacts the going concern status of the Company or will havebearing on Company's operations in future.

33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESEFINANCIAL STATEMENTS RELATEANDTHE DATE OFTHE REPORT:

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year 2020-21 to which thesefinancial statements relate and the date of this report.

34. COMPLIANCEWITH SECRETARIALSTANDARDS:

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and your directors confirm compliance of the same during thefinancial year under review.

35. REPORTON CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION ANDANALYSIS:

As per the provisions of Regulation 15(2) of the Listing Regulationsthe provisions related to Corporate Governance as specified in Regulations 17 to 27 andclauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C D and E ofSchedule V do not apply to a listed entity having paid up share capital not exceedingRupees Ten Crores and Networth not exceeding Rupees Twenty Five Crores as on the last dayof the previous financial year.

As on the last day of the previous financial year the paid-up sharecapital and Networth of the Company was below the threshold limits as stated abovethereby presently the Company is not required to comply with the above provisions ofCorporate Governance. Accordingly the Report on Corporate Governance and Certificateregarding compliance of conditions of Corporate Governance are not provided in thisAnnualReport.

Pursuant to the Regulation 34(2)(e) of the Listing Regulations theManagement Discussion and Analysis Report forms part of the Annual Report.

36. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMEDSUSPENSE ACCOUNT:

The Company does not have any of its securities lying indemat/unclaimed suspense account arising out of public/bonus/right issues as on 31stMarch 2021. Hence the particulars relating to aggregate number of shareholders and theoutstanding securities in suspense account and other related matters does not arise.

37. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace andadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has constituted an InternalComplaint Committee as required under Section 4 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the financial yearunder review no complaint was filed before the said Committee. No compliant was pendingat the beginning or end of the financial year under review.

38. PROCEEDINGS UNDER INSOLVENCYAND BANKRUPTCYCODE 2016:

During the financial year under review no application was made orproceeding initiated against the Company under the Insolvency and Bankruptcy Code 2016nor any such proceeding was pending at the end of the financial year under review.

39. VALUATION OFASSETS:

During the financial year under review there was no instance ofone-time settlement of loans / financial assistance taken from Banks or FinancialInstitutions hence the Company was not required to carry out valuation of its assets forthe said purpose.

40. ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for allthe guidance and co-operation received from the shareholders banks and other governmentand regulatory agencies. Your directors would also like to take this opportunity toexpress their appreciation for the hard work and dedicated efforts put in by the employeesand look forward to their continued contribution and support.

For and on behalf of the Board of Directors of Remsons Industries Limited
Krishna Kejriwal Chairman & Managing Director
DIN: 00513788
Place: Mumbai
Date: 13 August 2021

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