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Remsons Industries Ltd.

BSE: 530919 Sector: Auto
NSE: REMSONSIND ISIN Code: INE474C01015
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VOLUME 3006
52-Week high 150.00
52-Week low 71.70
P/E 8.58
Mkt Cap.(Rs cr) 47
Buy Price 74.00
Buy Qty 1.00
Sell Price 86.00
Sell Qty 2000.00
OPEN 75.00
CLOSE 80.25
VOLUME 3006
52-Week high 150.00
52-Week low 71.70
P/E 8.58
Mkt Cap.(Rs cr) 47
Buy Price 74.00
Buy Qty 1.00
Sell Price 86.00
Sell Qty 2000.00

Remsons Industries Ltd. (REMSONSIND) - Director Report

Company director report

To

The Members

Remsons Industries Limited th

Your Directors take pleasure in presenting the 46 Annual Report of the Company togetherwith the Audited Financial Statements for the year ended on 31 March 2018.

1. FINANCIAL HIGHLIGHTS :

Rs in Lakhs
Year ended 31 March 2018 Year ended 31 March2017
Revenue from operations and 13258.43 13358.12
Other Income (Net)
Profit before interest Depreciation tax and extra ordinary items 961.40 327.77
Less: (i) Financial expenses 254.70 230.00
(ii) Depreciation / Amortization 251.62 242.49
Profit / (Loss) before tax 455.08 (144.72)
Less: Tax-Provision:
-Current Tax 90.22 (0.29)
-Deferred tax liabilities/ (Assets) 20.28 (66.14)
Profit / (Loss) after tax 344.58 (78.29)
Other Comprehensive Income (5.53) (7.38)
Total Comprehensive
Income for the year 339.05 (85.67)

2. ADOPTION OF IND AS :

The Company has adopted the Indian Accounting Standard ('Ind AS') w.e.f. 1 April 2017with a transition date of 1 April 2016. These financial statements have been prepared inaccordance with the recognition and measurement principles stated therein and asprescribed under Section 133 of the Companies Act 2013 read with relevant rules issuedthereunder and the other accounting principles generally accepted in India. Accordinglythe previous year figures are recasted/reclassified to make them Ind AS compliant.

3. OPERATIONS:

During the year under review revenue from operations and other income of the Companywere Rs 13258.43 Lakhs (previous year Rs 13358.12 Lakhs) profit before interestdepreciation and tax was Rs 455.08 Lakhs (previous year loss Rs 144.72 Lakhs) and the Netprofit was placed at Rs. 339.05 Lakhs (previous year Loss Rs 85.67 Lakhs).

4. EXPANSION :

Indian Automobile Industry is experiencaing steady growth and your Company alsoexpects balanced growth in future. The expansion of global automobile industries hasresulted into the corresponding demand for the auto ancillaries. Order position of theCompany is satisfactory. Your Company shall continue to upgrade its manufacturing and testfacilities to meet the requirement of the customers. Your Directors are confident thatwith the up-gradation the Company will be in a better position to secure additionalbusiness both from existing as well as new customers.

5. EXPORTS :

During the year under review Exports were better at Rs. 1922.02 Lakhs as compared to Rs1414.32 Lakhs in the previous year.

REMSONS (EUROPE) our marketing set up in Europe continues to provide excellentEngineering and logistics support to our overseas OEM customers. Mr. Geoffery HillDirector - Business Development and Mr. John Glover Director - Engineering being in theAutomotive Cable and Gear Shift business since long are well versed with the overseas OEMMarket and have been a good support to our export business. They continue and endeavor toseek additional business from existing and new customers. We are hopeful that during thisyear we should be able to affect a further increase in our export business.

The Company has received and additional long term export order from one of its overseascustomer. The Company has set up separate manufacturing line to execute this export andthe production started from January 2018. Your Company endeavors its best to secure moreand more export orders.

6. CREDIT RATING :

For the year ended 31 March 2018 ICRA Limited has accorded a long term rating at'(ICRA) BB+ (pronounced ICRA double B plus)' and short term rating of '(ICRA) A4+(pronounced ICRA A four plus)' for Line of Credit of the Company for Rs 22.20 Crore. Theoutlook for long term rating is "Stable".

7. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors have pleasure in recommending payment of dividend of Rs 1.30 (previousyear nil) being 13% on face value of Equity Share of Rs 10/- each. This will absorb totalcash outflow of Rs 7427364/- (previous year Nil) including Corporate DividendDistribution Tax of Rs 1512025/- (previous year Nil).

During the year the Company has not transferred any amount to General Reserve.

8. SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company as on 31 March 2018 was at Rs57133570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five HundredSeventy only) divided into 5713357 Equity shares of the face value of `10/- (Rupee Ten)each. There was no change in share capital of the Company during the financial year2017-18.

9. PUBLIC DEPOSITS :

During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

10. SUBIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES :

The Company did not have any subsidiary joint venture or associate company during thefinancial year 2017-18.

11. LISTING:

The Equity shares of the Company are listed on BSE Limited (BSE) and National StockExchange of India Limited (NSE). The Company has paid the requisite listing fees to thesaid Stock Exchanges for the financial year 2017-18.

12. EXTRACT OF ANNUAL RETURN :

An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mrs. Chand Kejriwal (DIN: 00513737) Director of the Company retire by rotationat the ensuing Annual General Meeting and being eligible has offered herself forre-appointment.

b) Appointment/ Re-appointment

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Paresh N.Bhagat (DIN: 00107783) was appointed as (Non- Executive) Independent Director for fiveconsecutive years by the members of the Company in its 42 Annual General Meeting held on30 September 2014 and holds office upto 31 March 2019.

Mr. Paresh N. Bhagat is eligible for re-appointment as (Non- Executive) IndependentDirector for another term of 5 consecutive years. Pursuant to the provisions of Section149(10) of the Companies Act 2013 and based on the recommendation of Nomination andRemuneration Committee of the Company the Board recommends for approval of membersthrough Special Resolution in 46th Annual General Meeting for his re-appointment as (Non -Executive) Independent Director for another five consecutive years from 1 April 2019 to31 March 2024.

The Board of Directors of the Company in its meeting held on 28 May 2018:

Re-appointed Mr. Rahul Kejriwal (DIN: 00513777) as Whole Time Director of the Companyfor further period of two years with effect from 1 June 2018 subject to approval of theshareholders at the 46 Annual General Meeting of the Company; and

• ?Re-appointed Mr. Anil Kumar Agrawal (DIN: 00513805) as Whole Time Director(designated as Director - Finance & CFO) of the Company for further period of twoyears with effect from 11 August 2018 subject to approval of the shareholders at the 46Annual General Meeting of the Company.

Pursuant Regulation 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Secretarial Standards (SS-2) issued by the Instituteof Company Secretaries of India (ICSI) brief resume of the Directors proposed to bere-appointed in the ensuing Annual General Meeting are provided in Notice of 46th AnnualGeneral Meeting of the Company.

Your Board recommends the re-appointment of the above Directors for the approval of theMembers at the 46 Annual General Meeting of the Company.

c) Declaration from Independent Directors:

The Company has received declaration from all the Independent Director of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

d) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Companies Act 2013 andRules framed thereunder and Regulation 17 read with Part D of Schedule II of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has put in place a process to formally evaluate the effectiveness of the Boardalong with performance evaluation of each Director to be carried out on an annual basis.

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the evaluation of the Board and itsperformance the directors individually and the working of its Audit CommitteeStakeholders' Relationship Committee and Nomination and Remuneration Committee of theCompany was carried out by the Board. The Board has evaluated the performance of each ofExecutive Non-Executive and Independent Directors considering the business of the Companyand the expectations that the Board has from each of them. The evaluation framework forassessing the performance of Directors comprises of the following key areas: i. Attendanceat Board Meetings and Committee Meetings ; ii. Quality of contribution to Boarddeliberations; iii. Strategic perspectives or inputs regarding future growth of Companyand it's performance; iv. Providing perspectives and feedback going beyond informationprovided by the management.

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors.

e) Key managerial Personnel (KMP)

The Key Managerial Personnel of the Company are as follows:

Name of the Director Designation
Mr. Krishna Kejriwal Chairman & Managing Director
Mrs. Chand Kejriwal Whole-Time Director
Mr. Rahul Kejriwal Whole-Time Director
Mr. Anil K. Agrawal Director-Finance & CFO
Mr. Rohit Darji Company Secretary &
Compliance officer

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) ofthe Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe 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 this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

15. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company's business policyand strategy apart from other business of the Board. The notice of Board meetings is givenwell in advance to all the Directors of the Company. Meetings of the Board are held inMumbai Maharashtra. The agenda of the Board / Committee meetings is circulated 7 daysprior to the date of the meetings. In case of any business exigencies meetings are calledand convened at shorter notice or the resolutions are passed by circulation and laterplaced in the next Board Meeting. The agenda for the Board and Committee meetings includesdetailed notes on the items to be discussed at the meetings to enable the Directors totake an informed decision.

During the year under review the Board met 4 (Four) times on 27 May 2017 26 August2017 12 December 2017 and 9 February 2018. As stipulated the gap between two boardmeetings did not exceed one hundred and twenty days.

The attendance of the Directors at the meetings of Board of Directors is as under :

Name of Directors Designation No. of Meetings
Held Attended
Mr. Krishna Kejriwal Chairman & Managing Director 4 3
Mrs. Chand Kejriwal Whole-Time Director 4 4
Mr. Rahul Kejriwal Whole-Time Director 4 3
Mr. Anil K. Agrawal Director-Finance & CFO 4 4
Mr. S. B. Parwal Independent Director 4 3
Mr. S. K. Agarwal Independent Director 4 4
Mr. P. N. Bhagat Independent Director 4 2
Mr. S. J. Khanna Independent Director 4 3

a) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 9February 2018 to review the performance of non-independent directors and the Board aswhole evaluation of the performance of the Chairman and the flow of communication betweenthe Board and the management of the Company.

b) COMMITTEES OF THE BOARD OF DIRECTORS :

Presently there are three Committees of the Board as follows:

I. Audit Committee;

II. Nomination and Remuneration Committee and III. Stakeholders' RelationshipCommittee.

I. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013. The members of the committee possess sound knowledge on accountsaudit finance taxation internal controls etc.

During the financial year 2017-18 the Audit Committee met 4 (four) times on 27 May2017 26 August 2017 12 December 2017 and 9 February 2018. The composition of theAudit Committee and the number of meetings attended by each member during the year 2017-18are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. S. B. Parwal Chairman 4 3
Mr. P. N. Bhagat Member 4 2
Mr. S. K. Agarwal Member 4 4
Mr. Krishna Kejriwal Member 4 3

The Company Secretary acts as the Secretary to the Committee.

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

• ?Recommendation for appointment and removal of the Statutory and BranchAuditors fixations of audit fees and also approval for payment for any other services.

• ?Reviewing and monitoring the Auditor's independence and performance andeffectiveness of the audit process.

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

• ?To review the un-audited financial statements before submission to the Boardand to oversee the Company's financial information disclosure.

• ?Discussion with Internal Auditors on any significant findings and follow upthereon.

• ?Review the adequacy of internal control system. Finding of any internalinvestigations by the internal auditors in to matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board.

• ?Approval or any subsequent modification of transactions of the Company withrelated parties.

• ?Scrutiny of Inter-corporate loans and investments.

• ?To review the Annual Budget and to consider and recommend to the Board capitalexpenditure for enhancement of production capacity (excluding capital expenditure fornormal maintenance / repairs/ replacements.

• ?Valuation of undertaking or assets of the Company wherever it is necessary.

• ?Reviewing the Company's financial and risk management policies.

• ?Reviewing the annual financial statements and the Auditors' Report thereonbefore submission to the Board and to make recommendations to the Board on mattersrelating to the financial management focusing primarily on:

• ?Any changes in accounting policies and practices.

• ?Major accounting entries based on exercise of judgment by management

• ?Qualifications in draft audit report.

• ?Significant adjustments arising out of audit.

• ?The going concern assumption.

• ?Compliance with accounting standards

• ?Any related party transactions i.e. transactions of the company of materialnature with promoters or the management their subsidiaries or relatives etc. that mayhave potential conflict with the interests of company at large.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2017-18 the Nominationand Remuneration Committee met 2 (two) times viz. 27 May 2017 and

26 August 2017. The composition of the Nomination and Remuneration Committee and thenumber of meetings attended by each member during the year 2017-18 are as follows:

Name of Members Designation No. of Meetings
Held Attended
Mr. S. K. Agarwal Chairman 2 2
Mr. S. B. Parwal Member 2 2
Mr. S. J. Khanna Member 2 1

The Company Secretary acts as the Secretary to the Committee.

The Broad terms of reference of Nomination and Remuneration Committee are as follows:

• ?Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors.

• ?Identification and assessing potential individuals with respect to theirexpertise skills attributes personal and professional standing for appointment andreappointment as Directors / Independent Directors on the Board and as Key ManagerialPersonnel.

• ?Formulate a policy relating to remuneration for the Directors Committee andalso the Senior Management Employees.

III. Stakeholders' Relationship Committee :

The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2017-18 theStakeholders' Relationship Committee met 4 (four) times viz. 27 May 2017 26 August2017 12 December 2017 and 9 February 2018.The composition of the Nomination andRemuneration Committee and the number of meetings attended by each member during the year2017-18 are as following :

Name of Members Designation No. of meetings
Held Attended
Mr. S. B. Parwal Chairman 4 3
Mr. Krishna Kejriwal Member 4 3
Mr. Anil K. Agrawal Member 4 4

The Company Secretary acts as the Secretary to the Committee.

The Broad terms of reference of Stakeholders' Relationship Committee are as follows:

• ?To ensure that the application for registration of transfer transmissiontransposition of Equity Shares lodged by the Shareholders/Investors are disposed of in thestipulated time.

• ?To look into the redressing of Shareholders' and Investors' complaintsregarding non-receipt of Annual Report or dividend declared change of address etc.

16. APPOINTMENT AND REMUNERATION

POLICY :

Pursuant to provisions of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination & Remuneration Committee the Board has adopted apolicy for selection appointment and remuneration of Directors and Key ManagerialPersonnel. The salient features of Remuneration Policy are mentioned below:

Selection :

Any person to be appointed as a Director on the Board of Director of the Company or asKMP or Senior Management Personnel including Independent Directors shall possessappropriate skills experience and knowledge in one or more fields of sciences actuarialsciences banking finance economics law management sales marketing administrationresearch corporate governance or technical operations.

Any person to be appointed as a Director on the Board of the Company shall possess therelevant experience and shall be able to provide policy directions to the Companyincluding directions on good corporate governance.

While appointing any person as Chief Executive Officer Managing Director or aWhole-Time Director of the Company his / her educational qualification work experienceindustry experience etc. shall be considered.

Remuneration of Managing Director:

• ?At the time of appointment or re-appointment the Managing Director shall bepaid such remuneration as may be mutually agreed between the Company (which includes theNomination & Remuneration Committee and the Board of Directors) and the ManagingDirector within the overall limits prescribed under the Companies Act 2013.

• ?The remuneration shall be subject to the approval of the Members of the Companyin General Meeting.

• ?In determining the remuneration the Nomination & Remuneration Committeeshall consider the following:

I. The relationship of remuneration and performance benchmarks is clear; II. Balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals; III. Responsibility of theManaging Director and the industry benchmarks and the current trends; IV. The Company'sperformance vis--vis the annual budget achievement and individual performance.

Remuneration of Non-Executive Directors :

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. ANon-Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Companies Act 2013 andThe

Companies (Appointment and Remuneration of Managerial Remuneration Rules 2014.

The Independent Directors of the Company shall not be entitled to participate in StockOption 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 andExecutive Committee Members) the Nomination and Remuneration Committee shall consider thefollowing:

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

2. The fixed pay reflecting short and long-term performance objectives appropriate tothe working of the Company and its goals;

3. The components of remuneration includes salaries perquisites and retirementbenefits;

4. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis--vis the annual budget achievement industry benchmark and current compensationtrends in the market.

The Managing Director will carry out the individual performance review based on thestandard appraisal matrix and after taking into account the appraisal score card and otherfactors mentioned hereinabove recommends the annual increment to the Nomination &Remuneration Committee for its review and approval.

The Company has not given any stock option to the Executive and Non-ExecutiveDirectors.

17. D I R E C T O R S F A M I L I A R I S A T I O N

PROGRAMME:

The Company undertakes and makes necessary provision for appropriate inductionprogramme for new Directors and ongoing training for existing Directors. The new directorsare introduced to the Company culture through appropriate training programmes. Such kindof training programmes help in developing relationship of the directors with the Companyand familiarise them with Company processes. The management provides such information andtraining either at the meeting of Board of Directors or at other places.

The induction process is designed to: build an understanding of the Company'sprocesses and fully equip Directors to perform their role on the Board effectively.

Upon appointment Directors receive a letter of appointment setting out in detail theterms of appointment duties responsibilities and expectations from them.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

In pursuance to Section 177 of the Companies Act 2013 the Company has adopted a VigilMechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement ifany.

The Company promotes ethical behaviour in all its business activities and has adopted amechanism of reporting illegal or unethical behaviour. The Company has a whistle blowerpolicy wherein the employees are free to report violations of laws rules regulations orunethical conduct to their immediate supervisor or such other person as may be notified bythe management to the employees / workers. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairperson of the Audit Committee in theexceptional cases. The confidentiality of those reporting violation is maintained and theyare 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 year ended 31 March 2018. We affirm that during the financial year 2017-18 noemployee or director was denied access to the Audit Committee. The Vigil mechanism /Whistle Blower Policy is available on the website of the Company at h t t p : / / r e m so n s . c o m / % 2 0 w p -content/uploads/2017/03/1442906096_vigil-mechanism-policy.pdf

19. STATUTORY AUDITORS :

As per provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in their 45 Annual General Meeting heldon 25 September 2017 appointed M/s. M. L. Bhuwania & Co. LLP Chartered Accountants(FRN: 101484W/W-100197) as Statutory Auditors of the Company for a term of consecutive 5years i.e. to hold office from the conclusion of 45 Annual General Meeting till theconclusion of 50 Annual General Meeting of the Company to be held for the st financialyear ending 31 March 2022 subject to the ratification by members of the Company everyyear.

However the aforesaid Section 139 is amended by the Companies (Amendment) Act 2017w.e.f. 7 May 2018 and as per amended section the appointment of auditors is no morerequired to be ratified every year in Annual General Meeting. Accordingly theratification of appointment of M/s. M. L. Bhuwania & Co. LLP Chartered Accountants asStatutory Auditors of the Company is no more required and they will hold office upto theconclusion of 50thAnnual General Meeting of the Company to be held for the financial yearending on 31 March 2022.

M/s. M. L. Bhuwania & Co. LLP Chartered Accountants has furnished writtenconfirmation to the effect that they are not disqualified from acting as the StatutoryAuditors of the Company in terms of the provisions of Section 139 and 141 of the CompaniesAct 2013 and Rules framed thereunder.

20. EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARKS BYSTATUTORY AUDITORS :

The Auditors' Report on the Audited Financial Statements of the Company for thefinancial year ended 31 March 2018 does not contain any qualification reservation oradverse remark.

21. SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. ManishGhia & Associates Company Secretaries Mumbai were appointed as Secretarial Auditorsof the Company for the Financial Year 2017-18. The Secretarial Audit Report for theFinancial Year under review is appended to this report as

Annexure II.

22. EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARKS BYSECRETARIAL AUDITORS:

The Secretarial Audit Report for the financial year ended 31 March 2018 does notcontain any qualification reservation or adverse remark.

23. INTERNAL AUDITORS :

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 on recommendation of Audit Committee M/s. Kanu Doshi &

Associates LLP Chartered Accountants were appointed as Internal Auditors of theCompany. The Internal Auditors submit their reports on periodical basis to the AuditCommittee.

Based on the internal audit report the management undertakes corrective actions inrespective areas and thereby strengthens the controls.

24. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS :

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its business operations. Internalcontrol systems comprising of policies and procedures are designed to ensure reliabilityof financial reporting compliance with policies procedures applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

25. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

26. PA RT I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013 :

All Related Party Transactions entered during the financial year were in ordinarycourse of the business and on arm's length basis. No Material Related Party Transactionswere entered during the year by your Company. Accordingly the disclosure of materialrelated party transactions as required under Section 134(3) of the Companies Act 2013 inForm AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at h t t p : / / r e m s o n s . c o m / % 2 0 w p-content/uploads/2017/03/1442908414_policy-related-party.pdf

27. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as Annexure-III and forms a part of this report.

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is provided in a separate annexure forming part of thisreport. Further in terms of Section 136 of the Act the Report and accounts are being sentto 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 and the samewill be furnished on request.

28. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :

Information in terms of requirement of clause (m) of SubSection (3) of Section 134 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo aregiven in

Annexure IV.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013 :

The details of loans guarantee or investments under Section 186 of the Companies Act2013 during the financial year 2017-18 are given under Notes to Financial Statements.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING C O N C E R N S T A T U S A N D C O M P A N Y ' S OPERATIONSIN FUTURE :

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

31. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FIANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT :

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2017-18 to which this financial statementrelates and the date of this report.

32. C O M P L I A N C E W I T H S E C R E TA R I A L STANDARDS :

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the year under review.

33. DETAILS OF POLICY DEVELOPED AND I M P L E M E N T E D B Y T H E C O M PA N Y O N CO R P O R AT E S O C I A L R E S P O N S I B I L I T Y INITIATIVES :

The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.

34. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the provisions related to Corporate Governanceas specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) ofRegulation 46 and Para C D and E of Schedule V do not apply to a listed entity havingpaid up Share Capital not exceeding Rupees Ten Crores and Networth not exceeding RupeesTwenty Five Crores as on the last day of the previous financial year.

As on the last day of the previous financial year the paid up Share Capital andNetworth of the Company was below the threshold limits as stated above thereby presentlythe Company is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Auditors Certificate regardingcompliance of conditions of Corporate Governance are not made a part of the Annual Report.

Pursuant to the Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is a partof the Annual Report.

35. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. There was no case of sexual harassment reported during the yearunder review.

36. ACKNOWLEDGEMENT :

Your Directors would like to place on record their gratitude for all the guidance andco-operation received from the shareholders banks and other government and regulatoryagencies. Your Directors would also like to take this opportunity to express theirappreciation for the hard work and dedicated efforts put in by the employees and lookforward to their continued contribution and support.

For and on behalf of the Board of Directors

For Remson Industries Limited

Krishna Kejriwal

Chairman & Managing Director

DIN: 00513788

Place: Mumbai

Date: 11 August 2018