Remsons Industries Ltd Directors Report.

To,

The Members,

Remsons Industries Limited

Your Directors take pleasure in presenting the 49th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st 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 this financial 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 cent in 2020-21 as compared to growth of 4.2 per cent in the previous fiscal, mainly on account of the impact of the COVID-19 pandemic and the lockdowns imposed. Indias automotive industry was battered by the headwinds of COVID-19 and the lockdowns. The vehicle manufacturers showed sales volume decline of 13.5% from 2019-20 to 2020-21. The Indian automotive sector has been, and continues to be, severely tested by the pandemic but remains the third-largest automobile market. Already impacted by an unprecedented slowdown before the coronavirus pandemic, the resilience of the Indian auto industry was tested severely by the March 2020 nationwide lockdown. The industry has adopted increased digitization, updated SOPs to include COVID protocols, strengthened supply chain robustness, and improved financial metrics to sustain itself through this crisis.

3.OPERATIONS:

During the financial year 2020-21, the Company has achieved total revenue of Rs.19742.48 Lakhs (previous year Rs. 16088.13 Lakhs) and profit before exceptional 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 from operations and other income of the Company was Rs. 22856.19 Lakhs and profit before exceptional items & tax was Rs. 462.30 Lakhs and the Net profit after exceptional item, 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 Companys long 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 face value of Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2021. This will absorb total cash outflow of Rs. 57,13,357/- (previous year Rs. 85,70,036/-). The dividend, if approved, will be paid to those members whose names shall appear on the Register of Members / List of Beneficiaries as on 23rd September, 2021.

During the financial year under review, the Company has not transferred any amount to reserves.

7.SHARE CAPITALOFTHE COMPANY:

There was no change in share capital of the Company during the financial year 2020-21. The paid-up equity share capital of your Company as on 31st March, 2021 was Rs. 5,71,33,570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five Hundred Seventy only) divided into 57,13,357 (Fifty Seven Lakhs Thirteen Thousand Three Hundred 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 Company during the financial year under review.

9.PUBLIC DEPOSITS :

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

10. SUBSIDIARY, JOINTVENTUREANDASSOCIATE COMPANIES :

The Company has incorporated one wholly owned subsidiary namely Remsons Holdings Ltd. on 21st August, 2020. Remsons Holdings Ltd. incorporated one wholly owned subsidiary namely, Remsons Automotive Ltd. on 26th August, 2020 with The Registrar of Companies, England and Wales, by which RemsonsAutomotive Ltd. become step-down subsidiary of 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. on 21st October, 2020, by which Woolford Properties Ltd. become step-down subsidiary of the Company. Magal Automotive Ltd. earlier know as ("Remsons Automotive Ltd") has acquired the assets and business of "Magal Cables Ltd." in the UK. These acquisitions 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 transferred and 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 to remittance of the initial capital. The Company disposed of the shares for no consideration on 9th March, 2021.

Pursuant to the provisions of Section 129(3) of the Act a statement containing salient features of the financial statements of Remsons Holdings Ltd., Woolford Properties Ltd. and Magal Automotive Ltd. in Form AOC 1, is annexed as Annexure I and forms part of this Report.

11. ACQUISITION OFMAGALCABLES LTD IN UK:

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

Magal Cables Ltd. UK is part of Arlington Group - Engineering Systems has its manufacturing facility at Stourport near Birmingham with state of art Technical Center, Testing and Validation Laboratory. The Company is into manufacturing of Control Cable Assemblies, Pedal Box Systems, Spare Wheel Winches and Jacks which are supplied to prestigious customers like Ford, JLR, Daimler, Renault Volvo and many more across the globe including UK, Europe, USA.

12. CONSOLIDATED FINANCIALSTATEMENTS:

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

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

13. LISTING:

The Equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees 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 copy of Annual Return as on 31st March, 2021 will be placed on the Companys website and can be accessed 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 with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Anil Kumar Agrawal (DIN: 00513805), Director of the Company retires by rotation at the ensuing 49th Annual General Meeting and being eligible, has offered himself 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 May, 2020 re-appointed Mr. Rahul Kejriwal (DIN: 00513777), as Whole Time Director of the Company for further period of five (5) years with effect from 1st June, 2020, subject to the approval of the shareholders the Company. The shareholder in their 48th Annual General Meeting held on 30th September, 2020 approved the said reappointment. Further, he was also appointed as Chief Financial Officer of the Company w.e.f. 14th December, 2020 and re-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 the Company w.e.f. 30th June, 2020. The Board places its sincere appreciation for valuable guidance and support extended by him during his tenure as Chief Financial Officer of the Company.

d) Declaration from Independent Directors:

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

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of CorporateAffairs ("IICA").

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act, Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possesses relevant expertise 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 and Rules framed there-under and Regulation 17 read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and Listing Regulations, the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee was carried out by the Board. The Board has evaluated the performance of each of executive, non-executive and Independent Directors considering the business of the Company and the expectations that the Board has from each of them. The evaluation framework for assessing the performance of Directors comprises 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 of Company and its performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

f) Key managerial Personnel (KMP)

The details of Key Managerial Personnel of the Company as on 31st March, 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 or retired or resigned during the financial year under review.

16. DIRECTORS RESPONSIBILITYSTATEMENT:

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

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

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 by the company and that such internal financial controls are adequate and were operating effectively; and

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

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 Board meetings are given well in advance to all the directors of the Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings are circulated 7 days prior to the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice or the resolutions are passed by circulation and later placed in the next Board Meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors to take informed decision.

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

The attendance of the directors at the meetings of the Board of Directors 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 of the Act a separate meeting of the Independent Directors of the Company was held on 10th February, 2021 without the presence of non-Independent Directors and members of the management 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 the views of executive directors and non-executive directors;

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

The Independent Directors expressed satisfaction on the performance of non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company management and the Board.

B. COMMITTEES OFTHE BOARD OFDIRECTORS:

In accordance with the provisions of the Act and the Listing Regulations, 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 of Section 177 of theAct. The members of the Committee possess sound knowledge on accounts, audit, 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, 2020, 12th November, 2020, 14th December, 2020 and 10th February, 2021. The composition of the Audit 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 to the Committee.

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

• Recommendation for appointment and removal of the Statutory and Branch Auditors, fixations of audit fees and also approval for payment for any other services;

• Reviewing and monitoring the Auditors independence and performance 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 submission to the Board and to oversee the Companys financial information disclosure;

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

• Review the adequacy of internal control system;

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

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

• Scrutiny of Inter-corporate loans and investments;

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

• Valuation of undertaking or assets of the Company, wherever it is necessary;

• Reviewing the Companys 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 on matters relating 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; and

• Any related party transactions i.e. transactions of the company of 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 per the provisions of Section 178 of the Act. During the financial year 2020-21, the Nomination and Remuneration Committee met Four (4) times on 30th May, 2020, 31st August, 2020, 14th December, 2020 and 10th February, 2021. The composition of the Nomination and Remuneration 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 to the Committee.

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

• Formulate criteria for determining qualifications, positive attributes and independence of directors and evaluating the performance of the Board of Directors;

• Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel;

• Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees. The Remuneration Policy is available on 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 the provisions 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, 2020, 12th November, 2020 and 10th February, 2021. The composition of the Stakeholders Relationship Committee and details of attendance of members at such meeting are as follows:

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 to the Committee.

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

• To ensure that the application for registration of transfer, transmission, transposition of Equity Shares lodged by the Shareholders / Investors are disposed 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 address, etc.

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 Social Responsibility Committee and Corporate Social Responsibility (CSR) Policy. During the financial year 2020-21, the Corporate Social Responsibility Committee met three (3) times on 6th August, 2020, 14th December, 2020 and 10th February, 2021. The composition of the Corporate Social Responsibility Committee and details of attendance of members at such meeting 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 the website 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 II and forms part of this report.

18. REMUNERATION POLICY:

Pursuant to provisions of Section 178 of theAct and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) including criteria for determining qualifications, 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 on www.remsons.com.

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 as KMP or Senior Management Personnel, including Independent Directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, administration, research, corporate governance or technical operations;

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

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

Remuneration of Managing Director:

• At the time of appointment or re-appointment, the Managing Director 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) and the Managing Director within the overall limits prescribed under theAct;

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

• While determining the remuneration, the Nomination and Remuneration Committee shall consider the following:

I. The relationship of remuneration and performance benchmarks is clear;

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

III. Responsibility of the Managing Director and the industry benchmarks and the current trends; and

IV. The Companys performance vis--vis the annual budget achievement and individual performance.

Remuneration of Non-Executive Directors:

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

The Independent Directors of the Company shall not be entitled to participate 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 Committee shall consider the following:

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

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

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

4.The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Companys performance vis--vis the annual budget achievement, industry benchmark and current compensation trends in the market.

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

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

19. DIRECTORS FAMILIARISATION PROGRAMME:

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

The induction process is designed to:

• build an understanding of the Companys processes and

• fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of familiarization programme imparted to Independent Directors are available on the Companys website at www.remsons.com.

20. VIGILMECHANISM/WHISTLE BLOWER POLICY:

Pursuance to provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the financial year 2020-21. We affirm that during the financial year 2020-21, no employee or director was denied access to the Audit Committee. The details of the Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://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 General Meeting held on 25th September, 2017 appointed M/s. M. L. Bhuwania & Co. LLP, Chartered Accountants, Mumbai (FRN: 101484W/W-100197), as the Statutory Auditors of the Company for a term of consecutive Five (5) years i.e. to hold office from the conclusion of 45th Annual General Meeting till the conclusion of 50th Annual General Meeting of the Company to be held for the financial year ending 31st March, 2022, subject to the ratification by members of the Company every year. However, after the amendment in Section 139 of the Act, effective 7th May, 2018, ratification by shareholders every year for the appointment of the Statutory Auditors is no longer required.

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

The Auditors Reports on the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2021 form part of this Annual Report.

22. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS BY

STATUTORYAUDITORS:

The Auditors Report on the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2021 does not contain any qualification, reservation or adverse remarks.

Further, the Auditors of the Company have not reported any fraud as specified 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 with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M Baldeva Associates, Company Secretaries, Thane were appointed as Secretarial Auditors of the Company for the financial year 2020-21. The Secretarial Audit Report for the financial year under review is appended to this report as Annexure III and forms part of this report.

With respect to observations made by the Secretarial Auditors in their report, 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 true letter & 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-appointed M/s. Kanu Doshi & Associates LLP, Chartered Accountants, as Internal Auditors of the Company. The Internal Auditors submit their reports on periodical basis to theAudit Committee.

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

25. INTERNALFINANCIALCONTROLWITH REFERENCETOTHE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

26. COSTRECORDS:

The Central Government has not prescribed the maintenance of cost records 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 Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

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

All Related Party Transactions entered during the financial year under review were in ordinary course of the business and on arms length basis and are reported in the Notes to Accounts on the Financial Statements.

No Material Related Party Transactions were entered during the financial year under review by your Company. Accordingly, the disclosure of material related party transactions as required under Section 134(3) of the Act in FormAOC-2 is not applicable.

29. PARTICULARS OFEMPLOYEESAND REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration 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 under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration 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 being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company and the same will be furnished on request.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

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

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

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

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUSAND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Companys operations in future.

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

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

34. COMPLIANCEWITH SECRETARIALSTANDARDS:

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

35. REPORTON CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION AND ANALYSIS:

As per the provisions of Regulation 15(2) of the Listing Regulations the provisions related to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V do not apply to a listed entity having paid up share capital not exceeding Rupees Ten Crores and Networth not exceeding Rupees Twenty 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 and Networth of the Company was below the threshold limits as stated above, thereby presently, the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not provided in thisAnnual Report.

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

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

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as on 31st March, 2021. Hence, the particulars relating to aggregate number of shareholders and the outstanding 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 and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace 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 Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No compliant was pending at 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 or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor 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 of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

40. ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for all the guidance and co-operation received from the shareholders, banks and other government and regulatory agencies. Your directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees and 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