| Dear Members,
We present herewith the Annual Report and Audited Statements of
accounts of the Company for the year ended 31st March, 2015.
(Rs in Lacs)
Financial Results 2014-2015 2013-2014
Gross Turnover 12196.20 9351.88
Profit before Finance Cost, 1759.07 1022.48
Depreciation and Tax (EBIDTA)
Finance Cost 369.09 237.44
Depreciation 184.11 131.70
Taxation 402.70 955.90 212.93 582.07
Profit for the period 803.17 440.41
Balance brought forward 1776.06 1411.55
2579.23 1851.96
Appropriations
Transfer to General Reserve 50.00 50.00
Interim Dividend Paid 48.65 -
Distribution Tax on Interim Dividend 9.73 -
Contribution towards CSR 12.45 -
Net surplus in the Statement of Profit & Loss 2458.40 1801.96
2579.23 1851.96
OPERATIONS:
The Company achieved a turnover of 121.96 crores during the year as
against Rs 93.52 crores in previous year. The Company achieved EBIDTA
and net profit of Rs17.59 crores and Rs 8.03 crores respectively during
the year as against Rs .22 crores and Rs 4.40 crores in previous year.
Revenue as well as profitability of electrical motor division were
affected adversely due to de- growth in user industries and severe
competition. During the year instrument division was able to maintain
the revenue but profitability affected adversely due to severe
competition and imports. The revenue from real estate division
improved substantially during the year.
During the year, the Company transferred a sum of Rs 50 lacs to the
General Reserves.
There are no Companies which have become or ceased to be its
Subsidiaries, Joint Ventures or associate Companies.
INTERIM DIVIDEND:
The Company has paid interim dividend of Rs 1/- (10%) per equity share
during the year. The Board of Directors do not recommend any final
dividend and the interim dividend to be considered as the final
dividend, for the financial year 2014-15.
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 Vishwambhar C. Saraf (DIN:00161381),
Shri Rajendra C. Saraf (DlN:00161412), and Shri Shyam Jatia
(DIN:00049457).
The Company has formulated a Corporate Social Responsibility policy.
The Annual Report on CSR activities is annexed as "Annexure A" and
forms part of this report and is also available at the website of the
Company i.e www.remigroup.com.
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 Clause 49 of the Listing Agreement.
BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT:
Shri Rajendra Saraf (DIN :00161412) retires by rotation and is to be
re-appointed.
Shri Rajendra C. Saraf (61) is a commerce graduate from the University
of Bombay. He hails from a family of business people of fifty 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 35 years of business experience.
CHANGES OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR:
Smt. Archana Bajaj was appointed as Non-Executive Independent Director
of the Company w.e.f. 14.08.2014. Shri Ritvik Saraf, Chief Financial
Officer, has been designated as Key Managerial Personnel of the
Company.
BOARD MEETINGS:
During the year, five 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.
AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules made thereunder, the appointment of the auditors M/s
Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration
No. 110560W) shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment M/s Sundarlal, Desai & Kanodia,
Chartered Accountants (Firm Registration No. 110560W) as Auditors of
the Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
COST AUDITORS:
Pursuant to Section 148 of the Act, read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company required to be audited by cost auditors. The
Board has on the recommendation of the Audit Committee, appointed M/s.
Kejriwal & Associates, Cost Accountants to audit the cost records of
the Company for the financial year 2015-16 on a remuneration of
Rs.50,000/- (Rupees Fifty Thousand only) subject to ratification by
members. Accordingly, a resolution seeking Member's ratification for
the remuneration payable to M/s. Kejriwal & Associates, Cost Auditors
is included in the Notice convening the Annual General Meeting.
SECRETARIAL AUDITOR:
Shri V.S.Iyer, Practicing Company Secretary, was appointed to conduct
the secretarial audit of the Company for the financial year 2014-15, as
required under Section 204 of the Companies Act, 2013 and Rules
thereunder. The secretarial audit report for FY 2014-15 forms part of
the Annual Report as "Annexure - B " to the Board's 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 AND POLICY ON RELATED PARTY TRANSACTIONS:
Pursuant to provisions of The Companies Act, 2013 and Clause 49 of the
Listing agreement, 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.
None of the Non-Executive Directors has any pecuniary relationship or
transactions with the Company other than sitting fees .
Your Directors draw attention of the members to Note 1.7 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 : All efforts are being made to
conservation of energy; conserve energy.
ii. the steps taken by the company : The Company has installed an
for utilising alternate sources Windmill.
of energy;
iii. the capital investment on energy :The Company makes investment on
conservation equipments; energy conservation equipments on
continuous basis.
(B) Technology absorption:
i. the efforts made towards : The Company does not have any
technology absorption; foreign collaboration for
manufacturing. The Company is
continuously modernizing its
production and testing
machineries and equipments.
ii. the benefits derived like : This is continuous process and
product improvement, cost the laboratory instruments are
reduction, product development or import substitution;
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 : N.A.
absorbed;
(d) if not fully absorbed, areas where : N.A.
absorption has not takenplace, and
the reasons thereof; and
iv. the expenditure incurred on Research : Rs.6,58,626/-
and Development
AUDIT COMMITTEE:
The Composition of the Audit Committee are stated in the Corporate
Governance Report.
RISK MANAGEMENT:
The Company has laid down a risk management policy identifying core
areas of Risk including, Business Risk. The senior management team
reviews and manages 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:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board had carried out performance evaluation of its own,
the Board Committees and of the Individual directors. Independent
Directors at a separate meeting evaluated performance of the Non-
Independent Directors, Board as a whole and of the Chairman of the
Board. The manner in which the evaluation has been carried out has been
detailed in the Corporate Governance Report.
DEPOSITS:
The Company has not accepted any deposits from the public falling
within the purview of Section 73 of the Act, 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 Company's
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 annexed herewith as
"Annexure - C ".
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule, 5(1)
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.
DIRECTORS'RESPONSIBILITYSTATEMENT:
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 2015, 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 2015 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 place on record their sincere thanks for the financial
support from its bankers and Govt. Departments. They also place on
record their appreciation for the dedicated services of the executives,
staff and workers of the Company. Your Directors also 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.
ON BEHALF OF THE BOARD
Registered Office:
REMI House, Plot No.11,
Cama Industrial Estate, Goregaon (East), Sd/-
Mumbai - 400 063 VISHWAMBHAR C. SARAF
CHAIRMAN
Dated: 14th August, 2015 (DIN:00161381)
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