To
The Members,
REMI SALES AND ENGINEERING LIMITED
The Directors are pleased to present herewith the audited accounts of the Company for
its financial year ended 31st March, 2021.
|
|
(Rs. in Lakhs) |
| Financial Results |
2020-2021 |
2019-2020 |
| Sales |
13449.39 |
13784.19 |
| Profit before Finance Costs, Depreciation and Tax |
|
|
| (EBIDTA) |
1069.88 |
675.73 |
| Finance Costs |
5.90 |
11.65 |
| Depreciation |
51.77 |
46.75 |
| Taxation |
236.39 |
139.42 |
|
294.06 |
197.83 |
| Net Profit/(Loss) |
775.82 |
477.90 |
| Other comprehensive income |
42.03 |
(13.35) |
| Net Profit (including other comprehensive income) |
817.85 |
464.55 |
| Balance brought forward |
3151.93 |
2787.38 |
|
3969.78 |
3251.93 |
| Appropriations |
|
|
| Transfer to General Reserve |
100.00 |
100.00 |
| Net surplus in the statement of Profit & Loss |
3869.78 |
3151.93 |
|
3969.78 |
3251.93 |
OPERATIONS :
The Company achieved turnover of Rs.13449.39 Lakhs during the year as against
Rs.13784.19 Lakhs in the previous year. The Working of the Company has resulted in the net
profit of Rs.775.82 Lakhs as compared to profit of Rs.477.90 Lakhs during previous year.
The operations of the Company suffered in the Month of March, 2020, due to nationwide
lockdown in view of Covid-19 pandemic. The operations of the Company have been started
gradually from end of May, 2020. During the year, the Company transferred a sum of
Rs.100.00 Lakhs to the General Reserve. There are no changes in the Share capital during
the year. The Board of Directors expresses their inability to declare any dividend. There
are no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or
Associate Companies.
DELISTING OF EQUITY SHARES FROM BSE LIMITED
Pursuant to application of Voluntary delisting of equity shares from BSE Limited, the
Company has received approval of BSE Limited that the Company is delisted from BSE Limited
w.e.from 1st June, 2021
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As stipulated under Section 135 of the Companies Act, 2013 the Company has constituted
Corporate Social Responsibility Committee (CSR Committee) comprising of Shri Mahabir
Prasad Sharma (DIN:00175393), Chariman, Shri Vinod C. Jalan (DIN:00087424) and Shri
Sandeep Kasera (DIN: 00156800).
The Company has formulated a Corporate Social Responsibility policy. The Annual Report
on CSR activities is annexed as gAnnexure Ah and forms part of this
report and is also available at the website of the Company i.e. www.remigroup.com.
DIRECTORS:
BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:
Shri Ritvik V. Saraf (DIN: 01638851) appointed as Director of the Company.
Shri Ritvik V. Saraf (35) having an Engineering degree from the University of Leeds,
England. He hails from a family of business house of long standing and after his return,
has joined his family business. He is very young and enthusiastic and has an inclination
to learn more about his business. He is Whole Time Director of Remi Elektrotechnik
Limited. Shri Vinod C. Jalan (DIN:00087424) appointed as Independent Director of the
Company.
Shri Vinod Jalan (65), a graduate, having vast experience in the field of
manufacturing, production, trading and various other areas related to operations. He has
work experience of more than 35 years in this field. His involvement with the Company is
beneficial to the Company and stakeholders. He was first appointed on the Board of
Directors w.e.f. 31/01/2006. He is on Board of Vishwakarma Jobworks Ltd., Omkareshwar
Realties & Services Pvt. Ltd., Hanuman Power Transmission Equipments Pvt. Ltd., and
Anurag Investments Pvt. Ltd. He attended 9 (Nine) board meetings during the year 2020-21.
INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015.The Board of Directors confirm that the
independent directors of the Company fulfill the conditions specified in SEBI(Listing
Obligations and Disclosure Requirements) Regulations 2015 and are independent of the
management of the company.There is no relationship between the Directors inter-se.
BOARD MEETINGS:
During the year, 9 (Nine) Board meetings were held, with gap between Meetings not
exceeding the period prescribed under the Act. Details of Board and Committee meetings
held during the year are given in the Corporate Governance Report.
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 details of criteria laid down and the Remuneration Policy are
given in the Corporate Governance Report.
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.
AUDITORS:
Shri Yatin Kumar Shah (Membership No.159796) Chartered Accountant was appointed as the
statutory auditor of the Company for a term of consecutive five years i.e. from the
conclusion of the 37th annual general meeting till the conclusion of the 42nd Annual
General Meeting by the shareholders of the Company. He has confirmed that they he is
disqualified from continuing as auditor of the Company. The statutory audit report for the
financial year ended 31st March, 2021 does not contain any qualification, reservation or
adverse remark or disclaimer made by statutory auditors.
SECRETARIAL AUDITOR:
The secretarial audit report for FY 2020-21 forms part of the Annual Report as "Annexure
- B" 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, and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board has formulated Policy on Related
Party Transactions and the same is available on the website of the Company at www.remigroup.com.
All related party transactions that were entered into during the financial year were on an
arm s 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 the 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:
All efforts are being made to conserve energy.
| i. the steps taken or impact on conservation of energy; |
|
| ii. the steps taken by the company for utilising alternate sources of energy; |
|
| iii. the capital investment on energy conservation equipments; |
|
| (B) Technology absorption: |
|
| i. the efforts made towards technology absorption; |
|
| ii. the benefits derived like product improvement, cost reduction, product development
or import substitution; |
|
| iii. in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) |
The Company is not a manufacturing company; hence the particulars relating to
conservation of energy and technology absorption are not applicable. However the Company
has installed one Windmill to generate green power. |
| (a) the details of technology imported; |
|
| (b) the year of import; |
|
| (c) whether the technology been fully absorbed; |
|
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and |
|
| iv. the expenditure incurred on Research and Development |
|
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Earnings : |
Nil |
| Outgo : |
Rs.93.74 Lakhs |
AUDIT COMMITTEE:
The Audit Committee comprises of Shri Mahabir Prasad Sharma, Shri Sandeep Kasera and
Smt. Archana Bajaj.
RISK MANAGEMENT:
The Company has laid down a risk management policy identifying Business Risk and
Insurance 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, etc.
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.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
Company has received a declaration of compliance with the Code of Conduct from
Directors and Senior Management Personnel. The declaration by the CEO & Managing
Director affirming compliance of the Board of Directors and Senior Management Personnel to
the Code of Conduct is appended to this Report.
EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in form MGT-9 is placed on the Company s 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.
DIRECTORSf 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 2021, 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
2021 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:
Your Directors appreciate the faith you have reposed in the Company and are confident
that the Company can depend upon your continued support in its endeavour to grow.
| Registered Office: |
ON BEHALF OF THE BOARD |
| REMI HOUSE |
Sd/- |
| Plot No.11, Cama Industrial Estate, |
SANDEEP KASERA |
| Goregaon (East), Mumbai-400 063 |
WHOLE-TIME DIRECTOR |
| Dated: 11th August, 2021 |
DIN : 00156800 |
+91-9892691696
