REIL Electricals India Ltd Directors Report.

Yours Directors have pleasure in presenting their 45th Annual Report together with the Audited Accounts for the year ended March 31, 2019.

1. Financial Results:

(Rs. In Lakhs)

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue 1412.89 1743.87
Profit before interest and depreciation & 140.34 227.53
Interest and Finance Charges 0.44 1.06
Depreciation 9.40 22.85
Profit before Tax 130.50 95.83
Current Tax after Adjustments 35.41 58.24
Profit after Tax 95.09 37.59

2. Operations:

Your Company’s Revenue stood at Rs.. 1412.89 Lakhs for the year ended March 31, 2019 as against Rs. 1743.87 Lakhs in the previous year as there was substantial effect on sale in after market and OEM due to GST introduction.

3. Dividend:

Your Directors do not recommend dividend on the equity shares of the Company for the period under review.

4. Transfer to reserves

During the Financial Year under review, no amount has been transferred to reserves

5. Board Meetings:

The Board of Directors duly met 5 times during the financial st April, 2018 to 31st March, 2019. The dates on which the meetings were held are stated in Corporate Governance Report.

6. Share Capital:

The paid up Equity Capital as on March 31, 2019 was Rs. 377.50 Lakhs. During the year under review the Company has not issued any securities.

Dematerialisation of Shares:

98.72% of the company’s paid-up equity share capital is in dematerialized form as on 31st March, 2019 and balance 1.28 % is in physical form.

7. Extract of the Annual Return

The extract of annual return as on the financial year ended 31st March, 2019 in Form No. MGT-9 is annexed as annexure -D.

8. Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with applicable Rules, if any, Ms. Briwjeen Kaur Sahney retires by rotation at the ensuing Annual General Meeting for the financial year 2018-19 and being eligible, offers herself for a re-appointment and further Mr. Bhupinder Singh Sahney, aged 79 years to be reappointed as Managing Director of the Company for the tenure of 3 years.

Further no Directors were appointed/ resigned / terminated during the period under review.

9. Declaration by the Independent Directors of the Company

This is not applicable since the Company does not fall under the class of company which are required to appoint Independent Directors as per rule 4 of Companies (Appointment of Directors) Rules, 2014.

10. Committees :

The details of the Committees, its composition and meetings held in the period under review are given in the Corporate Governance report annexed to this Board’s Report.

11. Material changes and commitements, if any, affecting Financial Statements subsequent to the Date of Financial Statements till the Date of Report

There are no material changes and commitments affecting the Financial position of the Company during period under review.However, in pursuance of the SEBI Delisting Order,the Company is in process of delisting of the equity shares from BSE Limited where Company has made the Final Application with the BSE Limited.

12. Corporate Governance:

In terms of SEBI (Listing Obligations and Disclousre Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is annexed as ‘Annexure-A’ and forms part of this Report.

13. Listing Information:

The Company’s Shares are presently listed at BSE Ltd., Mumbai and trading is infrequent. The Company has approached Securities Exchange Board of India regarding the approval for delisting of the Equity shares from BSE Limited ( Stock Exchange where the shares of the company are listed).With regard to the representation to SEBI, company has obtained the approval from SEBI vide Order No. SEBI/WTM/

GM/CFD/88/2018-19 dated 04.02.2019, and in pursuance of the same the Final application has been made with BSE Limited and awaiting the approval of the authority.

14. Director’s Responsibility Statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013 in the preparation of financialstatements for the year ended 31st March, 2019 and state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors 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 financialyear and of the profit and loss of the company for that period;;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting the fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) the directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Public Deposits:

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

16. Auditors:

16.1 Statutory Auditors:

The Company’s Auditors M/s. D.V.Aditya & Co [Firm Registration No. 000044S], Hyderabad are the Statutory Auditors of the Company for the Financial year 01.04.2018 to 31.03.2019.

16.2 Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company engaged the services of Mr. Subhash Kishan Kandrapu, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2019. The report of the Secretarial Audit Report is annexed herewith as "Annexure B."

16.3 Cost Audit

The Company is into the business of manufacturing electric motors, the turn over of the Company for the financial year end 31st March 2019 is Rs. 1412.89 lakhs In view of the same, the Cost Auditor appointment and cost audit rules are not applicable to the Company.

16.3 Explanation Or Comments By The Board On Auditor’s Report And Secretarial Audit Report by the

a) Auditor in their report :

The Auditors Report does not contain any qualification or adverse remarks and also there is no fraud which has come across to the auditors for the financial year.

b) by Company Secretary in Practice in Secretarial Audit report :

The Secretarial Audit report doesnot contain any qualification or adverse remarks.

17. Related Party Transactions:

There were no related party transactions during the year except that in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, Promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of your Company at large. Form AOC-2 for disclosure of particulars of contracts/arrangements, entered into by your Company with related parties is annexed herewith as ‘Annexure C’ and forms part of this Report

18 Managing Director Certification under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

The Chairman & Managing Director certification under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

19. Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments made & given by the Company in the year 2018-19 as per section 186 of the Companies Act, 2013 is stated in the notes to account which forms part of this Annual Report.

20. Corporate Social Responsibility

The said provisions are not applicable to the Company.

21. Conservation of Energy, Technology absorption, foreign exchange earnings and outgo

(i) Conservation of Energy:

Though the Company’s production facilities are not energy intensive, measures have been adopted to conserve usage of energy.

(ii ) Research and Development & Technology absorption:

Company’s in-house Design & Development facilities have enabled continuous redesigning of the products and their components to save cost and improve quality.

(iii) Foreign Exchange Inflow & Outflow:

(Rs. In Lakhs)

Particulars 2018-19 2017-18
(A) INFLOW - (i) Export Earnings (FOB) Nil Nil
(B) OUTFLOW - (i) Imports - CIF 66.39 49.99
(ii) Foreign Travel 6.63 2.75

22. Policies

A. Risk Management Policy

Risks are re-viewed from time to time and controls are put in place with specific responsibility of the concerned officer of the company. However the Board could not identify any major risks, which may threaten the immediate existence of the company.

B. Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board for their appointment and removal. The Committee also carries out evaluation of every Director’s performance. The Committee has formulated the criteria for determining qualifications, attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

23. Corporate Social Responsibilty Policy

Not Applicable

24. Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. During the period under review, there were no instances of any fraund and mismanagement.

25. Change in nature of business

There is no change in the nature of business of the Company during the financial year under review.

26. Director & Key Managerial Personnel

A. DIRECTORS

During the financialyear under review there were no Appointments and Resignation of Directors. As on reporting date, the following are the Directors of the Company:

1. Mr.Bhupinder Singh Sahney

2. Mrs. Brijween Kaur Sahney

3. Mrs.Jasmine Sahney

4. Mr.Suresh Raj Madhok

B. KEY MANAGERIAL PERSONNEL :-

1. Mr.Hansraj Mishra CEO

2. Mr. Ashok Kasibhatta CFO (appointed w.e.f 30.05.2019)

3. Ms. Girija Rampalli – Company Secretary ( Appointed w.e.f 13.08.2018)

4. Ms.Sujana Vakada – Company Secretary ( reisgned w.e.f 31.05.2018)

27. Subsidairies And Associates

Not Applicable

28. Details Relating To Deposits

(a) Accepted during the year: Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest there on during the year and if so, number of such cases and the total amount involved:

i. at the beginning of the year : Nil

ii. Maximum during the year: Nil

iii. at the end of the year : Nil

29. Details of deposits which are not in compliance with the requirements of Chapter V of the Act

The company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) rules, 2014

30. Significant And Material Orders Passed By Regulators or Courts or Tribunals

No significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future

31. Internal Financial Controls

The company has adequate financial controls at every level to check and control any defects and frauds in the company

32. Particulars of Employees:

During the year under report, no employee throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. Remuneration ratio of the Directors/Key Managerial Personnel (KMP)/Employees:

S. No Name Designation Remuneration paid FY 2017- 18 ( Rs. Lakhs) Remuneration paid FY 2017-18 ( Rs. Lakhs) Increase in remuneration from previous year (Rs. Lakhs) Ratio/Times per Median of employee remuneration
1 Mr.Bhupinder Singh Sahney Managing Director 51.81 52.77 Nil
2 Mr. Hans Raj Mishra CEO 51.71 48.35 3.36
3 Ms.Girija Rampalli (Appointed we.f 13.08.2019) Company Secretary 1.40 NA NA
4 Ms. Sujana Vakada (resigned w.e.f 31.05.2018) Company Secretary 0.40 NA NA

34. Steps taken to Prevent Sexual Harassment of Women at Workplace

Considering that sexual harassment of women at the workplace is still rampant in India, Parliament has enacted the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Act provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and also for the majors incidental thereto. The Act came into force with effect from December 9, 2013. The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the Company which are based on fundamental principles of justice and fair play.

The following is the summary of sexual harassment complaints received and disposed off during the year: i) No. of complaints received : nil ii) No. of complaints disposed off: nil

35. Acknowledgements:

Your Directors take this opportunity to place on record their appreciation for the co-operation and support extended by Banks, Financial Institutions and Business Associates.

Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company.

For and on behalf of the Board
Place: Hyderabad B.S.Sahney
Date: 05.08.2019 Chairman & Managing Director