Directors Report of Remi Process Plant & Machinery Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present to you herewith the audited accounts of the Company for the year ended 31st March, 2014.

(Rs. in Lacs)

Financial Results 2013-2014 2012-2013

Gross Turnover 4459.49 3211.00

Profit before Finance Cost, Depreciation and Tax (EBIDTA) 247.21 337.69

Less: Finance Cost 79.98 80.60

Depreciation 53.05 52.33

Taxation 27.92 160.95 62.82 195.75

Net Profit 86.26 141.94

Balance brought forward 516.96 437.38

Profit available for appropriations 603.22 579.32

Appropriations

Transferred to General Revenue 10.00 50.00

Proposed Dividend 10.56 10.56

Tax on dividend 1.80 1.80

Net surplus in the Statement of Profit & Loss 580.86 516.96

603.22 579.32

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.60 (6%) per equity share for the year ended 31st March, 2014. The proposed dividend including dividend distribution tax will absorb Rs. 12.36 Lakhs.

WORKING:

The working of the Company is adversely affected during the year due to slow down in the economy and degrowth in capital goods industry in which the Company Operates. In view of the new government at Centre and its emphasis on investments in infrastructure and manufacturing will revive business prospects of the Company in coming years. Secondly, the Company had exposure in NSEL to the extent of Rs. 211.57 Lakhs out of which it has written of Rs. 74.04 Lakhs being 25% of total exposure. The Company is watching the developments in the said matter closely, in view of the steps taken by EOW of Mumbai Police, legal case in the High Court and steps taken by Govt.

DIRECTORS:

Shri Vishwambhar C. Saraf (DIN:00161381) and Shri Rishabh R. Saraf (DIN:00161435) who retire by rotation and are to be re-appointed.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s. Shankarlal Jain & Associates, Chartered Accountants (Firm Registration No. 109901W) are eligible to hold the office for a period of three years, upto 2017.

The members are therefore requested to appoint M/s. Shankarlal Jain & Associates, Chartered Accountants as auditors for three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 43rd Annual General Meeting, to be scheduled in 2017.

COST AUDITORS AND COST AUDIT REPORT:

As per the order of the Central Government, your Company carries out an audit of its cost records. The due date for filing of the Cost Audit Report and Cost Compliance Report with the Ministry of Corporate affairs for the Financial year ended 31st March, 2013, was 180 days from the Closure of the Company''s financial year. The Cost Audit Report and Cost Compliance report for the financial year ended as on 31st March, 2013 was filed in XBRL format within prescribed time limit.

The Central Government approved the appointment of M/s Kejriwal and Associates, Cost Auditors for conducting Cost audit for the Financial Year 2013-14.

CONSERVATION OF ENERGY:

All efforts for conservation of energy are being taken.

TECHNOLOGY ABSORPTION:

Technology absorption is complete.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Auditors of the Company from time to time, the Directors 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 financial year and of the profit or 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

ACKNOWLEDGEMENT

Your directors place on record their appreciation for the co-operation received from Company''s customers, suppliers, bankers, stakeholders and Govt. Agencies. The Directors also sincerely acknowledge the contribution made by the employees at all levels.

ON BEHALF OF THE BOARD

Registered Office: REMI House, Plot No.11, Cama Industrial Estate Goregaon (E), Mumbai-400 063 VISHWAMBHAR C. SARAF

Dated :14th August, 2014. CHAIRMAN

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Mar 31, 2013

To The Members of REMI PROCESS PLANT AND MACHINERY LIMITED

The Directors are pleased to present to you herewith the audited accounts of the Company for the year ended 31st March, 2013.

(Rs.in Lacs)

Financial Results 2012-2013 2011-2012

Gross Turnover 3211.00 1794.96

Profit before Finance Cost, Depreciation and 337.69 308.86

Tax (EBIDTA)

Less: Finance Cost 80.60 65.39

Depreciation 52.33 51.99

Taxation 62.82 195.75

64.24 181.62

Net Profit 141.94 127.24

Balance brought forward 437.38 372.41

Profit available for appropriations 579.32 499.65

Appropriations

Transferred to General Revenue 50.00 50.00

Proposed Dividend 10.56 10.56

Tax on dividend 1.80 1.71

Net surplus in the Statement of Profit & Loss 516.96 437.38

579.32 499.65

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.60 (6%) per equity share for the year ended 31st March 2013. The proposed dividend including dividend distribution tax will absorb Rs.12.36 Lakhs.

WORKING:

The working of the Company has improved during the year.

DIRECTORS:

As provided in Section 255 of the Companies Act, 1956, Shri Rajendra C. Saraf and Shri Rishabh R. Saraf retire by rotation and are to be re-appointed. Mr. Detlef Ernst Hans Klatt, Additional Director, is also to be appointed.

AUDITORS:

The Auditors M/s. Shankarlal Jain & Associates, Chartered Accountants, are to be re-appointed. They have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be made by the members and their remuneration has to be fixed.

CONSERVATION OF ENERGY:

All efforts for conservation of energy are being taken.

TECHNOLOGY ABSORPTION:

Technology absorption is complete.

FOREIGN EXCHANGE EARNING AND OUTGO:

Earnings Rs. 2.18 Lacs

Outgo Rs.523.79 Lacs

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Auditors of the Company from time to time, the Directors 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 financial year and of the profit or 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

ACKNOWLEDGEMENT

Your directors place on record their appreciation for the co-operation received from Company''s customers, suppliers, bankers, stakeholders and Govt. Agencies. The Directors also sincerely acknowledge the contribution made by the employees at all levels. ON BEHALF OF THE BOARD Registered Office:

REMI House,

Plot No.11, Cama Industrial Estate Sd/-

Goregaon (E), Mumbai-400 063 VISHWAMBHAR C. SARAF

Dated : 13th August , 2013. CHAIRMAN

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Mar 31, 2010

The Directors are pleased present to you herewith the audited accounts of the Company for the year ended 31st March, 2010.

(Rs. In Lacs)

Financial Results 2009-2010 2008-2009

Gross Turnover 2407.70 1683.54

Gross Profit 347.37 154.01

Less: Depreciation 41.33 29.31

Taxation 94.54 135.87 42.15 71.46

Add: Excess retirement provision written 0.00 4.36 back

Net Profit 211.50 86.91

Balance brought forward 205.03 163.71

Profit available for appropriations 416.53 250.62

Appropriations

Transferred to General Revenue 50.00 25.00

Proposed Dividend 17.60 17.60

Tax on Distribution of dividend 2.92 2.99

Balance carried to Balance Sheet 346.01 205.03

416.53 250.62

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- (10%) per equity share for the year ended 31st March 2010. The proposed dividend including dividend distribution tax will absorb Rs20.52 lakhs.

OPERATION/ PROSPECTS

Your Companys turnover has ncreased by about 50% and the G.P by about 100% mainly due to supply of special mixing equipments for metallurgical process. The Company is keen to develop such markete to obtain regular and long term benefits. Your Company has procured land in Palghar and has constructed its factory building there, to expand its manufacturing operations to meet the growing demand of the Indian economy.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956: SUB-SECTION (1)(e):

A. CONSERVATION OF ENERGY:

All efforts for conservation of energy are being taken.

B. TECHNOLOGY ABSORPTION:

Technology absorption is complete.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs.7.46 Lacs

Foreign Exchange Outgo Rs.36.37 Lacs

SUB-SECTION (2A):

The particulars of employee who received remuneration above Rs.24 Lacs in this year are given below.

(i) Name : Rajendra C. Saraf- He is a relative of a Director, Shri Vishwambhar C. Saraf

(ii) Designation : Managing Director

(iii) Remuneration : Rs.36.20 Lacs

(iv) Nature of employment : Contractual for 3 (Three) years

(v) Other terms and Conditions : -

(vi) Nature of Duties : Entire Management of the Company

(vii) Qualification : Bachelor of Commerce

(viii) Experience : More that 30 years

(ix) Date of commencement : 19th November, 1983

(x) Age : 56 years

(xi) Last employment : None

(xii) Percentage of equity shares : 0.02% (400 Shares) held

SUB-SECTION (2AA): DIRECTORS RESPONSIBILITY STATEMENT

your Directors state:

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

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

(iii) that the directors had 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;

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

ACKNOWLEDGEMENT

Your directors place on record their appreciation for the co-operation received from Companies customers, suppliers, bankers, stakeholders and Govt. Agencies. The Directors also sincerely acknowledge the contribution made by the employees at all levels.

Registered Office: ON BEHALF OF THE BOARD

Remi House, Plot No.11,

Cama Industrial Estate

Goregaon (E), Mumbai-400 063 VISHWAMBHAR C. SARAF

Dated : 12th August, 2010. CHAIRMAN