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Remsons Industries Ltd.

BSE: 530919 Sector: Auto
NSE: REMSONSIND ISIN Code: INE474C01015
BSE 00:00 | 17 Apr 2020 Remsons Industries Ltd
NSE 05:30 | 01 Jan 1970 Remsons Industries Ltd

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OPEN 64.95
PREVIOUS CLOSE 60.00
VOLUME 242
52-Week high 111.40
52-Week low 43.20
P/E 6.74
Mkt Cap.(Rs cr) 34
Buy Price 60.00
Buy Qty 129.00
Sell Price 64.45
Sell Qty 10.00
OPEN 64.95
CLOSE 60.00
VOLUME 242
52-Week high 111.40
52-Week low 43.20
P/E 6.74
Mkt Cap.(Rs cr) 34
Buy Price 60.00
Buy Qty 129.00
Sell Price 64.45
Sell Qty 10.00

Remsons Industries Ltd. (REMSONSIND) - Director Report


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Company director report

To

The Members

Remsons Industries Limited

Your Directors take pleasure in presenting the 47 th Annual Report of the Company together with the Audited Financial Statements for the year ended on 31st March 2019.

1. FINANCIALHIGHLIGHTS:

(? in Lakhs)
ParticularsYear ended 31st March 2019Year ended 31st March 2018
Revenue from operations and Other Income (Net)15012.9213235.45
Profit before interest Depreciation tax and extra ordinary items957.33961.40
Less: (i) Financial expenses218.30254.70
(ii) Depreciation /Amortization248.55251.62
Profit / (Loss) before tax490.48455.08
Less: Tax-Provision:
-Current Tax155.5290.22
-Deferred tax liabilities/ (Assets)-9.2120.28
Profit / (Loss) after tax344.17344.58
Other Comprehensive Income(36.12)(5.53)
Total Comprehensive Income for the year308.05339.05

2. IND-ASAPLICABILITY:

The Company has adopted the Indian Accounting Standard ('IndAS') w.e.f. 1 st April 2017. These financial statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act 2013 read with relevant rules issued there under and the other accounting principles generally accepted in India.

3. OPERATIONS:

During the year under review revenue from operations and other income of the Company was ? 15012.92 Lakhs(previous year ? 13235.45Lakhs) profit before interest depreciation and tax was ? 490.48 Lakhs (previous year profit ? 455.08 Lakhs) and the Net profit was placed at ? 308.05 Lakhs (previous year profit ? 339.05Lakhs)

4. EXPORTS:

During the year under review exports were better at ? 2101.48 Lakhs as compared to ? 1922.02 Lakhs in the previous year.

5. CREDIT RATING:

During the financial year ended 31st March 2019 ICRA Limited has accorded a long term rating at '(ICRA) BBB- (pronounced ICRA triple B minus)' and short term rating of '(ICRA) A3 (pronounced ICRA A three)' for Line of Credit of the Company for ? 29.20 Crore. The outlook for long term rating is Stable.

6. DIVIDENDANDTRANSFERTO RESERVES:

Your Directors have pleasure in recommending payment of dividend of ? 1.50 per share (previous year ? 1.30/-) being 15% (previous year 13%) on face value of Equity Share of ? 10/- each for the year ended 31st March 2019. This will absorb total cash outflow of ? 8570036/- (previous year ? 7427364/-) including Corporate Dividend Distribution Tax of ? 1744652/-(previous year ? 1512025/-).

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

7. SHARE CAPITALOFTHE COMPANY:

The paid up equity share capital of your Company as on 31st March 2019 was at ? 57133570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five Hundred Seventy 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 year 2018-19.

8. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the FinancialYear under review.

9. PUBLIC DEPOSITS:

During the year under review the Company has not accepted or renewed any deposits within 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 subsidiary associates Company or Joint Venture during the financial year 2018-19.

11. 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 2018-19.

12. EXTRACTOFANNUALRETURN:

As required under Section 92 of the Act and rules framed thereunder the extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I which forms part of this report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read with Companies (Management & Administration) Rules 2014 and Articles of Association of the Company Mr. Krishna Kejriwal (DIN: 00513788)Chairman & Managing Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment and your Board recommends his re-appointment.

b) Appointment/Re-appointment

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mrs. Visalakshi Sridhar (DIN.: 07325198) was appointed as an Additional Independent Director by the Board of Directors of the Company in its meeting held on 14 th November 2018 for a period of five years with effect from 14 th November 2018 subject to the approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice in writing from a member under Section 160 of Companies Act 2013 proposing her candidature as an Independent Director of the Company.

The Board of Directors of the Company in its meeting held on 9 th February 2019:

 Re-appointed Mr. Krishna Kejriwal (DIN: 00513788) as Managing Director of the Company for further period of five years with effect from 1 st April 2019 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company; and

 Re-appointed Mrs. Chand Krishna Kejriwal (DIN: 00513737) as Whole Time Director of the Company for further period of five years with effect from 1 st April 2019 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company;

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standards (SS-2) on general meetings issued by the Institute of Company Secretaries of India (ICSI) brief resume of the directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting are provided in Notice of 47 th Annual General Meeting of the Company.

Your Board recommends the appointment / reappointment of the above directors for the approval of the Members of the 47 th Annual General Meeting of the Company.

c) Cessation

Pursuant to the provisions of Section 149(10) read with Schedule IV of the Companies Act 2013Mr. Sitaram B. Parwal (DIN: 00518520) and Mr. Sushil K. Agarwal (DIN: 00533786) Independent Directors of the Company retired from the directorship of the Company with effect from closing working hours of 31st March 2019. The Board places on record its sincere appreciation for the valuable contribution made by them during their tenure as directors 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 Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

e) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Companies Act 2013 and Rules framed thereunder and Regulation 17 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 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 Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation of the Board and its performance the directors individually and the working of its Audit Committee Stakeholders' Relationship Committee and Nomination and Remuneration Committee of the Company was carried out by the Board. The Board has evaluated the performance of each of Executive Non-Executive and Independent Director 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 it's performance;

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 are as follows:

No. Name of the Director Designation

1. Mr. Krishna KejriwalChairman & Managing Director
2. Mrs. Chand KejriwalWhole-Time Director
3. Mr. Rahul KejriwalWhole-Time Director
4. Mr.Anil K.AgrawalDirector-Finance & CFO
5. Mr.Amit SrivasatavaChief Executive Officer (w.e.f. 10 th October 2018)
6. Mr. Rohit DarjiCompany Secretary & Compliance officer

Apart from the above no other director or KMP were appointed or retired or resigned during FY2018-19.

14. 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(5) of the Companies Act 2013 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 2019 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.

15. MEETINGS OF THE BOARD OF DIRECTORS:

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 is 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 includes detailed notes on the items to be discussed at the meetings to enable the directors to take informed decision.

During the year under review the Board met 4 (four) times on 28 th May 2018 11 th August 2018 14th November 2018 and 9 th February 2019. As stipulated the gap between two board meetings 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 DirectorsDesignationNo. of Meetings
HeldAttended
Mr. Krishna Kejriwal Chairman & Managing Director44
Mrs. Chand KejriwalWhole-Time Director44
Mr. Rahul KejriwalWhole-Time Director44
Mr.Anil K.AgrawalDirector-Finance & CFO44
Mr. S. B. Parwal*Independent Director44
Mr. S. K.Agarwal*Independent Director43
Mr. P. N. BhagatIndependent Director44
Mr. S. J. KhannaIndependent Director44
Mrs. Visalakshi Sridhar**Independent Director11

* Upto 31st March 2019.

** Appointed as Independent Director w.e.f. 14th November 2018.

a) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on 9 th February 2019 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 OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has constituted three committees of the Board namely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders' Relationship Committee

I. Audit Committee:

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

During the financial year 2018-19 the Audit Committee met 4 (four) times on 28 th May 2018 11 th August 2018 14th November 2018 and 9th February 2019. The composition of the Audit Committee and the number of meetings attended by each member during the year 2018-19 are as follows:

Name of the MembersDesignationNo. of Meetings
HeldAttended
Mr. S. B. Parwal *Chairman44
Mr. P. N. BhagatMember44
Mr. S. K.Agarwal*Member43
Mr. Krishna KejriwalMember44

* Ceased from directorship of the Company w.e.f closing working hours of 31st March 2019.

The Audit Committee was reconstituted w.e.f. 10th February 2019 and comprised of following members as on 31st March 2019:

Name of the MembersDesignation
Mrs. Visalakshi SridharChairperson
Mr. Krishna KejriwalMember
Mr. P. N. BhagatMember
Mr. Sudhir KhannaMember

The Company Secretary and Compliance Officer of the Company 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 Auditor's 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 Company's 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 Company's financial and risk management policies.

 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

 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 Companies Act 2013. During the financial year 2018-19 the Nomination and Remuneration Committee met 4 (four) times on 28 th May 2018 11 th August 2018 14th November 2018 and 9 th February 2019. The composition of the Nomination and Remuneration Committee and the number of meetings attended by each member during the year 2018-19 are as follows:

Name of MembersDesignationNo. of Meetings
HeldAttended
Mr. S. K.Agarwal*Chairman43
Mr. S. B. Parwal*Member44
Mr. Sudhir KhannaMember44

*Ceased from directorship of the Company w.e.f closing working hours of 31st March 2019.

The Nomination and Remuneration Committee was reconstituted w.e.f. 10 th February 2019 and comprised of following members as on 31st March 2019:

Name of the MembersDesignation
Mr. P. N. BhagatChairman
Mr. Krishna KejriwalMember
Mr. Sudhir KhannaMember
Mrs.Visalakshi SridharMember

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 reappointment 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

 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 Companies Act 2013.During the financial year 2018-19 the Stakeholders' Relationship Committee met 4 (four) times on 28 th May 2018 11 th August 2018 14th November 2018 and 9 th February 2019. The composition of the Nomination and Remuneration Committee and the number of meetings attended by each member during the year 2018-19 are as follows:

Name of MembersDesignationNo. of meetings
HeldAttended
Mr. S. B. Parwal*Chairman44
Mr. Krishna KejriwalMember44
Mr.Anil K.AgrawalMember44

* Ceased from directorship of the Company w.e.f closing working hours of 31st March 2019.

The Stakeholders' Relationship Committee was reconstituted w.e.f. 10 th February 2019 and comprised of following members as on 31st March 2019:

Name of the MembersDesignation
Mr. Sudhir KhannaChairman
Mr.A.K.AgrawalMember
Mr. Krishna KejriwalMember

The Company Secretary and Compliance officer of the Company 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.

 To look into the redressing of Shareholders' and Investors' complaints regarding 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 on the recommendation of the Nomination & 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.

 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 & remuneration committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Companies Act 2013.

 The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

 In determining the remuneration the Nomination & 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's and the industry benchmarks and the current trends;

IV. The Company's performance 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 sitting fees reimbursement of expenses for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee 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 Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Remuneration Rules 2014.

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 includes salaries perquisites and retirement benefits;

4. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities the Company's performance vis--vis the annual b u d g e t achievement industry benchmark and current compensation trends in the market.

The Managing Director / Executive Director / CEO 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 & Remuneration Committee for its review and approval.

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

17. DIRECTOR'S 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 company's 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 Company's 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 Company's website at: https://www.remsons.com/wp- content/uploads/2017/03/1443002120_terms-of- appt.pdf

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuance to Section 177 of the Companies Act 2013 the Company has adopted a 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 year ended 31st March 2019. We affirm that during the financial year 2018-19 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 http://remsons.com/%20wp-content/uploads/2017/03/1442906096_vigil-mechanism-policy.pdf

19. STATUTORYAUDITORS:

As per provisions of Section 139 of theAct read with the Companies (Audit and Auditors) Rules 2014 the Members of the Company in their 45 th Annual General Meeting held on 25 th September 2017 appointed M/s. M LBhuwania and Co LLP CharteredAccountants (FRN: 101484W/W-100197) as the Statutory Auditors of the Company for a term of consecutive 5 years i.e. 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 7 th May 2018 ratification by shareholders every year for the appointment of the Statutory Auditors is no longer required.

M/s. M L Bhuwania and 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 Statutory Auditors' Report for FY 2018-19 on the financial statements of the Company forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

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

The Auditors' Report on the Audited Financial Statements of the Company for the financial year ended 31st March 2019 does not contain any qualification reservation or adverse remark.

21. SECRETARIALAUDITREPORT:

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s M. Baldeva Associates Company Secretaries Thane (M. No.: FCS 6180 /COP No.: 11062) were appointed as Secretarial Auditors of the Company for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year under review is appended to this report as Annexure II and forms part of this report.

22. INTERNALAUDITORS:

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 the Board on recommendation of 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.

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

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.

24. COST RECORDS:

The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under Section 148 (1) of Companies Act 2013.

25. RISKS AND AREAS OF CONCERN:

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 risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

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

No Material Related Party Transactions were entered during the year by your Company. Accordingly the disclosure of material related party transactions as required under Section 134(3) of the Companies Act 2013 in FormAOC-2 is not applicable.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration 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) 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 forming part of this report. Further in terms of Section 136 of the Act the Report and accounts 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 office of the Company and the same will be furnished on request.

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

Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of the Companies Act 2013 regarding Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo read along with Rule 8 of the Companies (Accounts) Rules are given as in Annexure IV and forms part of this report.

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

The details of loans or guarantees given or investments made by the Company under the provisions of Section 186 of the Companies Act 2013 are given under Notes to Accounts on the Financial Statements forming part of thisAnnual Report.

30. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2018-19 to which this financial statement relates and the date of this report.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

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 year under review.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

33. REPORT ON CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION AND ANALYSIS:

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the provisions related to Corporate Governance as specified in Regulations 17 to 27 and Clauses (b) to (i) 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 Net worth 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 made a part of the Annual Report.

Pursuant to the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Management Discussion and Analysis Report forms part of the Annual Report.

34. 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 at 31st March 2019. Hence the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

35. 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 year no complaint was filed before the said Committee. No compliant was pending at the beginning or end of the year under review.

36. 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.

By order of the Board of Directors
For Remsons Industries Limited
Krishna Kejriwal
Chairman &Managing Director
Place: MumbaiDIN: 00513788
Date: 26th July2019

   


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