Directors Report of Remi Sales & Engineering Ltd.

Mar 31, 2014

Dear Members,

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

(Rs. in Lacs)

Financial Results 2013-2014 2012-2013

Sales 15863.71 19428.00

Other Income 48.12 27.54

15911.83 19455.54

Profit before Finance Costs, Depreciation and Tax (EBIDTA) 225.81 451.49

Finance Costs 29.97 49.03

Depreciation 35.54 31.72

Taxation 51.00 116.51 121.02 201.77

Net Profit 109.30 249.72

Balance brought forward 901.79 702.07

1011.09 951.79

Transfer to General Reserve 10.00 50.00

Net surplus in the statement of Profit & Loss 1001.09 901.79

1011.09 951.79

WORKING:

The Working of the Company has resulted in the net profit of Rs. 109.30 Lakhs compared to Rs. 249.72 Lakhs during previous year. With the new government taking charge, the company is looking for the improvement in economy and business climate. The Company had exposure in NSEL to the extent of Rs. 893.24 Lakhs out of which it has written of Rs. 223.31 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.

DIRECTOR:

Shri Vinod C. Jalan (DIN:00087424) retires by rotation and is 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 Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) are eligible to hold the office for a period of three years, upto 2017.

The members are therefore requested to appoint M/s Sundarlal, Desai & Kanodia, Chartered Accountants as auditors for three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 37th Annual General Meeting, to be scheduled in 2017.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not a manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable.

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,

Read. Office REMI House, Plot No. 11, Cama Industrial Estate, Goregaon (E), Mumbai - 400 063 VINOD C. JALAN

Date: 14th August, 2014. CHAIRMAN

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Mar 31, 2013

To The Members of REMI SALES AND ENGINEERING LIMITED

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

(Rs.in Lacs)

Financial Results 2012 – 2013 2011 – 2012

Sales 19428.00 10478.29

Other Income 27.54 20.58

19455.54 10498.87

Profit before Finance Costs, Depreciation and Tax

(EBIDTA) 451.51 368.36

Finance Costs 49.03 40.14

Depreciation 31.72 30.42

Taxation 121.04 201.79 97.52 168.08

Net Profit 249.72 200.28

Balance brought forward 702.07 551.79

951.79 752.07

Transfer to General Reserve 50.00 50.00

Net surplus in the statement of Profit & Loss 951.79 702.07

951.79 752.07



DIRECTOR:

As provided in Section 255 of the Companies Act, 1956, Shri Sandeep Kasera retires by rotation and is to be re-appointed.

AUDITORS:

The Auditors M/s. Sundarlal, Desai & Kanodia, 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 AND TECHNOLOGY ABSORPTION:

The Company is not a manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNING AND OUTGO:

Earnings Nil

Outgo Rs.38.44 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,

Regd. Office

REMI House, Sd/-

Plot No.11, Cama

Industrial Estate,

Goregaon (E), Mumbai - 400 063 VINOD C JALAN

Date: 13th August, 2013. CHAIRMAN

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Mar 31, 2011

The Directors present to you herewith the audited accounts of the Company for its financial year ended 31st March, 20 11.

(Rs. in Lacs)

Financial Results 2010-2011 2009-2010

Sales 10077.77 7855.21

Other Income 15.47 37.62

Gross Profit before Interest& Depreciation 454.60 369.78

Interest 45.27 48.12

Depreciation 29.98 75.25 28.58 76.70

379.35 293.08

Taxation 132. 00 92.50

Deferred Taxation Provision/(Credit) (4.82) 9.42

Excess/ (Short) Provision for Tax of Earlier Year 0. 46 (0.14)

Net Profit 252.63 191.02

Balance brought forward 349.16 208.13

601.79 399.15

Transfer to General Reserve 50.00 50.00

Balance carried to Balance Sheet 551.79 349.15

601.79 399.15

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Sub-Sec. (1)(e): A. Conserve Energy – All efforts are being made to conserve energy.

B. Technology Absorption – Not Applicable.

Your Directors state:

i) that in the preparation of the annual accounts, all 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.

ON BEHALF OF THE BOARD, Regd. Office

Plot No.11, Cama Industrial Estate,

Goregaon (E), Mumbai 400 063 Sd/-

VINOD C. JALAN Date: 5th September, 2011. CHAIRMAN

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Mar 31, 2010

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

(Rs. in Lacs)

Financial Results 2009-2010 2008-2009

Sales 7855.21 5901.09

Other Income 37.62 15.94

Gross Profit before Interest & Depreciation 369.78 163.53

Interest 48.12 57.17 Depreciation 28.58 76.70 28.42 85.59

293.08 77.94

Taxation 92.50 55.00

Deferred Taxation Provision/(Credit) 9.42 (28.96)

Provision for Fringe Benefit Tax - 8.25

Excess/(Short) Provision for Tax of Earlier Year (0.14) 0.20

Net Profit 191.02 43.85

Balance brought forward 208.13 189.28

399.15 233.13

Transfer to General Reserve 50.00 25.00

Balance carried to Balance Sheet 349.15 208.13

399.15 233.13





INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Sub-Sec. (l)(e): A. Conserve Energy - All efforts are being made to conserve energy.

B. Technology Absorption - Not Applicable.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs. 199.21 Lacs

Sub-Sec. (2A) : No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limit.

Sub-Sec. (2AA) :

Your Directors state:

i) that in the preparation of the annual accounts, all 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.





ON BEHALF OF THE BOARD,

Regd. Office

Plot No. 1, Cama Industrial Estate,

Goregaon (E), Mumbai-400 063

VINOD C.JALAN

Date: 4th September, 2010. CHAIRMAN