Remi Process Plant & Machinery Ltd Directors Report.

To

The Members,

REMI PROCESS PLANT AND MACHINERY LIMITED

The Directors are pleased to present herewith the audited accounts of the Company for the year ended 31st March, 2019.

(Rs. in Lacs)
Financial Results 2018 - 2019 2017 - 2018
Gross Turnover 1790.93 2015.32
Profit before Interest, Depreciation and Tax 396.50 365.88
(EBIDTA)
Less: Finance Cost 109.57 104.28
Depreciation 58.81 57.25
Taxation 46.91 45.51
215.29 207.04
Net Profit 181.21 158.84
Other comprehensive income 19.80 (11.27)
Net Profit ( after other comprehensive income) 201.01 147.57
Balance brought forward 906.07 783.50
Profit available for appropriations 1107.08 931.07
Appropriations
Transferred to General Revenue 50.00 25.00
Net surplus in the Statement of Profit & Loss 1057.08 906.07
1107.08 931.07

OPERATIONS :

The Company achieved turnover of Rs.17.90 crores during the year as against Rs.20.15 crores of previous year. The Company has achieved EBIDTA and net profit of Rs.3.97 Crores and Rs.1.81 Crores during the year as against Rs.3.66 Crores and Rs.1.59 crores respectively in the previous year. The Company is hopeful that demand of its products will pick up in coming years on revival of the economy as the Government at Center is taking steps in that direction by more reforms including opening more sectors to FDI, raising FDI limit of various sectors and stabilization of GST.

During the year, the Company transferred a sum of Rs.0.50 Crores to the General Reserves.

There are no changes in the share capital during the year. There are no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or associate Companies.

DIVIDEND:

The Board of Directors expresses their inability to declare any dividend

DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:

Mr. Rajendra C. Saraf (65) (DIN:00161412), Director, who is retiring by rotation, is to be reappointed. The brief resume of the Directors is given herebelow:

Mr. Rajendra C. Saraf is a commerce graduate from the University of Bombay. He hails from a family of business people of sixty years standing. After his college education, he joined his family business and has received from his elders in the family very good training in business management. He has more than 40 years of business experience. He is on the Board of Remi Edelstahl Tubulars Limited, Remi Elektrotechnik Limited, 3P Land Holdings Ltd. and Calplus Trading Pvt. Ltd.

INDEPENDENT DIRECTORS

The Board has recommended and approved reappointment of Mr. Ramkrishana Shriya, Mr. Detlef Ernst Hans Klatt and Mrs. Anita Bhartiya as Independent Directors for second term of five years subject to approval by members by way of special resolutions and brief profile of Independent Directors as stated in the Notice of ensuing AGM.

Mr. Vishwambhar C. Saraf and Mr. Rajendra C. Saraf are brothers and Mr. Rishabh R. Saraf is son of Mr. Rajendra C. Saraf. Apart from this, there is no relationship between the Directors inter-se.

KEY MANAGERIAL PERSONNEL(KMP)

During the year Mr. Amit Kumar Barange was appointed as company secretary of the Company with effect from 1st January, 2019.

BOARD MEETINGS:

During the year, 7 (Seven) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Act.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining qualifications, positive attributes and independence of a Director and also a policy for remuneration of Directors, Key Managerial Personnel and senior management.

The Executive Directors and other whole-time directors are paid remuneration by way of salary, perquisites, incentives and allowances, as recommended by the Committee and the Board of Directors and approved by the Members of the Company from time to time. Non-Executive Independent Directors are paid sitting fees for attending meetings of the Board of Directors.

The Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include:

• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a listed Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law;

• professional qualifications, expertise and experience in specific area of business; balance of skills and expertise in view of the objectives and activities of the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Companys values, such as integrity, honesty, transparency, pioneering mindset.

FINANCIAL STATEMENTS:

Audited Financial Statements are prepared in accordance with Indian Accounting Standard (Ind AS) as prescribed under Section 133 of the Companies act , 2013 read with the rules made thereof.

COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (I) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDITORS:

M/s Sundarlal, Desai & Kandodia, Chartered Accountants (Firm Registration No.110560W), was appointed as the statutory auditors of the Company for a term of consecutive five years i.e. from the conclusion of the 43rd annual general meeting till the conclusion of the 48th Annual General Meeting by the shareholders of the Company. They have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the financial year ended 31st March, 2019 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors.

SECRETARIAL AUDITOR:

Shir Vishal Mehra, Practicing Company Secretary, V M Mehra & Associates, was appointed to conduct the secretarial audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2018-19 forms part of the Annual Report as "Annexure - A" to the Boards report. There is no qualification, reservation or adverse remark in the report.

LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Pursuant to provisions of The Companies Act, 2013, all related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions entered by the Company during the year and thus disclosure in Form AOC-2 is not required. Pursuant to Schedule V of the SEBI ((Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no transactions with any person or promoter/ promoters group holding 10% or more shareholding.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than payment of sitting fees to them.

Your Directors draw attention of the members to Note 36 to notes to accounts which sets out related party disclosures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

i. the steps taken or impact on conservation of energy; : All efforts are being made to conserve energy.
ii. the steps taken by the company for utilising alternate sources of energy; : The Company is having Windmill. The Company has also installed solar power system for captive consumption.
iii. the capital investment on energy conservation equipments; : Nil
(B) Technology absorption:
i. the efforts made towards technology absorption; : The Company does not have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution; : This is continuous process and the products produced by the Company are import substitutes.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported; : N.A
(b) the year of import; : N.A.
(c) whether the technology been fully absorbed; : N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and : N.A.
iv. the expenditure incurred on Research and Development : Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings Rs. 4.11 Lacs
Outgo Rs. 114.72 Lacs

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Ram Krishna Shriya, Mr. Rajendra C. Saraf and Mrs. Anita Bhartiya.

RISK MANAGEMENT:

The Company has laid down a risk management policy identifying Foreign Exchange Risk, Business Risk. The senior management team reviews and manages the foreign exchange risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, BOARD, COMMITTEES AND DIRECTORS:

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive directors.

DEPOSITS:

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls are adequate and are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is posted on the website of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is placed on the Companys website at www.remigroup.com.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5(1) & 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(i) Number of complaint filed during the financial year - Nil

(ii) Number of complaints disposed of during the financial year N.A.

(iii) Number of complaints pending as on end of the financial year Nil

CORPORATE GOVERNANCE REPORT:

Kindly note that the pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company as paid up equity share capital the Company does not exceed Rupees Ten Crores and net worth does not exceed Rupees Twenty Five Crores as on the Financial year ended 31st March, 2019.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected 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 ended 31st March 2019 and of the profit of the Company for that period;

c. 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 fraud and other irregularities;

d. the Directors have prepared the annual accounts/ financial statements on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls are adequate and were operating effectively ; and

f. that 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.

APPRECIATION:

The Board extends its grateful thanks to the Investors, Central and various State Governments, its bankers and district level authorities for their continued support extended to the Company from time to time.

ON BEHALF OF THE BOARD
Registered Office:
REMI House, Plot No.11, Sd/-
Cama Industrial Estate
Goregaon (E), Mumbai-400 063 VISHWAMBHAR C. SARAF
CHAIRMAN
Dated : 14th August, 2019. (DIN: 00161381)