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Directors Report of Remsons Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 43rd Annual Report of your Company comprising of the Audited Financial Statements for the year ended 31st March, 2015.

AUDITED FINANCIAL RESULTS:

Rs. in Lacs

Year ended Year ended March 31, March 31, 2015 2014

Sales & Other Income (Net) 11580.39 11265.55

Profit before interest, Depreciation, tax and extra ordinary items 450.28 692.69

Less: (i) Financial expenses 213.75 240.97

(ii) Depreciation / Amortization 224.74 228.25

Profit / (Loss) before tax 11.79 223.47

Less: Tax-Provision:

- Current Tax 3.15 45.08

-Deferred tax liabilities/ (Assets) 3.66 (1.01)

- MAT Adjustments 2.32 31.77

Profit / (Loss) after tax 2.66 147.63

Add/ (Less): Excess (Short) 1.61 0.97 tax provision of earlier years

Add: Balance b /f from last year. 1,103.29 954.69

Amount available for appropriation: 1,107.56 1,103.29

Appropriation:

Depreciation adjusted against opening balance of retained earnings (refer Note No. 9A-(ii) (32.46) 0.00

Amount carried to Balance Sheet 1,075.10 1,103.29



OPERATIONS :

During the year under review, sales and other income of the Company were Rs. 11,580.39 lacs (previous year Rs. 11,265.55 lacs) profit before interest, depreciation and tax was Rs. 450.28 lacs (previous year Rs. 692.69 lacs) and the Net Profit was placed at Rs. 2.66 lacs (previous year Rs. 147.63 lacs).

EXPANSION:

There is a general slowing in the Indian economy which includes the Indian Automobile Industry also. Due to this slowdown, sales in the first quarter were not very encouraging. However since July there are indications of some improvement and your Directors are hopeful that the next 9 months will be far better. In spite of the slowdown, your Company has to continue with constant up gradation of its manufacturing and test facilities as that is the constant requirement of the customer. Your Directors are confident that with this up gradation the company will be in a better position to secure additional business, both, from existing as well as new customers.

EXPORTS:

Company's Exports during the year were better at Rs. 1,606.41 lacs as compared to Rs. 1,442.77 lacs in the previous year.

REMSONS (EUROPE),

continues to provide excellent Engineering & logistics Support to our overseas OEM customers. Mr. Geoffrey Hill, Director - Business Development and Mr. John Glover, Director - Engineering, being in the Automotive Cable and Gear Shift business since long are well versed with the overseas OEM Market and have been a good support to our export business. They continue and endeavor to seek additional business from existing and new customers. We are hopeful that during this year, we should be able to effect a further increase in our export business.

Your Company endeavors its best to secure more and more export orders.

DIVIDEND:

In view of inadequate profit, your directors do not recommend any dividend for the year ended 31st March, 2015.

SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company as on 31st March 2015 is Rs. 5,71,33,570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five Hundred Seventy only) divided into 57,13,357 Equity shares of the face value of Rs. 10/- (Rupee Ten) each.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements.

INTERNAL FINANCIAL CONTROL:

The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the standard in Internal Financial Control.

SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company did not have any Holding or Subsidiary Company during the financial year.

The Company also does not have any associate or joint venture company.

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the said stock exchanges for the financial year 2015-16.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Chand Kejriwal, Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Board recommends her re-appointment.

The Board of Directors of the Company, in its meeting held on 30th March 2015 re-appointed Mr. Sitaram B. Parwal and Mr. Ming Ching Tan as Independent Directors of the Company for a period up to 31st March, 2019. Members of the Company approved their appointments by way of Postal Ballot. the result of which were declared on 27th May 2015.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges where the shares of the Company are listed.

As stipulated under Clause 49 (VIII)(E) of the Listing Agreement with BSE Limited and The National Stock Exchange Limited, brief resume of Mrs. Chand Kejriwal, Whole-time Director of the Company proposed to be re-appointed is given in the Annexure to the Notice convening 43rd Annual General Meeting.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. The Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met six times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

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(3)(c) 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. 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 profits 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 this 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 on a going concern basis;

e. the directors 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. 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.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders' Relationship and Nomination and Remuneration Committees. The Board has evaluated the performances of each of executive, non-executive and Independent Directors considering the business of the Company and the expectations that the Board have 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 Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

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.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

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 year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in FormAOC-2 is not applicable.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is appended as Annexure II and forms part of this report.

PARTICULARS OF REMUNERATION:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given as in Annexure IV.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. 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 Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

INTERNAL AUDIT:

The Company has appointed M/s. M. K. Jain & Co, Chartered Accountants, as its Internal Auditors. The Internal Auditors have given their reports on quarterly basis to the Audit Committee.

Based on the internal audit report, the management undertakes corrective action in respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

As on 31st March, 2015, the Audit Committee comprised of Mr. S B Parwal, Mr. Paresh N. Bhagat, Mr. S. K. Agarwal, and Mr. V. Harlalka.

Mr. S B Parwal is the Chairman of Audit Committee of the Company. Mr. Sukhdeo Purohit, Company Secretary of the Company acts as Secretary of the Audit Committee.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are annexed to this report:

* Management Discussion and Analysis Report

* Report on Corporate Governance

* Auditors' Certificate regarding compliance of conditions of Corporate Governance

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the 'Report on Corporate Governance', forming part of this Annual Report.

AUDITORS:

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold such office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

M/s. G. P. Agrawal & Co, Chartered Accountants, New Delhi, Branch Auditors of the Company also hold such office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend re-appointments of M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company to audit financial statements for the financial year 2015-16 and M/s. G. P. Agrawal & Co,Chartered Accountants, New Delhi as Branch Auditors for Gurgaon Unit of the Company,both to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no case of sexual harassment reported during the year under review.

ACKNOWLEDGEMENT:

The Board of Directors express its appreciation and gratitude to the Bankers, Customers Suppliers, employees and above all the Shareholders of the Company for their valuable support and co-operation at all the times.

For and on behalf of the Board of Directors

Place : Mumbai V Harlalka Date: 8th August, 2015 Chairman


Mar 31, 2014

To The Shareholders,

The Directors present their 42 ndAnnual Report on the business and operations of the company and the Audited Accounts for the year ended 31st March, 2014.

AUDITED FINANCIAL RESULTS:

in Lacs Year ended Year ended March 31, March 31, 2014 2013

Sales & Other Income (Net) 11265.55 10864.92

Profit before interest,

Depreciation, tax and

extra ordinary items 692.69 576.83

Less: (i) Financial expenses 240.97 281.87

(ii) Depreciation/Amortisation 228.25 227.89

Profit / (Loss) before tax 223.47 67.07

Less:Tax-Provision:

-Current Tax 45.08 13.65

-Deferred tax liabilities/ (Assets) (1.01) (3.06)

- Mat Credit Adjustments 31.77 17.72

Profit / (Loss) after tax 147.63 38.76

Add/ (Less): Excess (Short) tax

provision of earlier years 0.97 (0.15)

Add: Balance b/f from last year. 954.69 916.08

Amount carried to Balance Sheet 1103.29 954.69

OPERATIONS:

Your Company has once again fared well during the year under review. While Sales and other income of the Company increased by almost 3.68%, profit before interest, depreciation and tax registered a significant increase of 20% over previous year.

DIVIDEND:

In order to plough back the funds, your Directors do not recommend any dividend for the year ended 31 "March, 2014.

EXPANSION:

Continuous expansion of global automobile industries has resulted into the corresponding demand for the auto ancillaries. Your Company also continued to upgrade its existing facilities. Order position of the Company is satisfactory. Your Directors are confident that the Company''s expansion program will yield a reasonable return in the years to come.

EXPORTS:

Company''s exports during the year were better at Rs. 1,609.59 lacs as compared to Rs. 1,314.85 lacs in the previous year.

REMSONS (EUROPE), a Marketing set up in Europe is providing excellent Engineering Support to the OEM customers overseas. Mr. Geoffery Hill, Director - Business Development and Mr. John Glover, Director - Engineering Consultant, being in the Automotive Cable and Gear Shift business since long are well versed with the overseas OEM Market and have been a good support to our export business. Mr. Ashok Goyal at USA is constantly exploring the North American Market for good business opportunities.

Your Company endeavors its best to secure more and more export orders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on Management Discussion and Analysis, which is forming part of the Annual Report, inter-alia adequately deals with the operations as also current and future outlook of the Company.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Auditors '' Certificate regarding compliance of the mandatory requirements of the Corporate Governance is separately given in the Annual Report.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58 A of the Companies Act, 1956 read with Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the said stock exchanges for the financial year 2014-15.

The Company has also paid the custodial fees to Central Depository Services India Limited and National Depository Services Limited for the financial year 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of Companies Act, 1956, the directors hereby state and confirm that:

i In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

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 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. V. K. Mahtani, an Independent Director of the Company resigned on 5th February 2014 due to his other commitments and pre-occupations. Board of Directors records its appreciation and gratitude for the valuable suggestions and guidance received from him from time to time and for the co- operation extended by him during the long tenure of his association with the Company.

During the period under review, Mr. Paresh N. Bhagat, who was appointed by the Board of Directors as an Additional Director of the Company with effect from 5th February, 2014 in accordance with the provisions of Articles of Association of the Company and holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013.The Company has received a notice in writing along with the requisite deposit from a member proposing Mr. Paresh N. Bhagat for appointment as an Independent Director of the Company.

Mr. Anil Kumar Agrawal, who was appointed as Director- Finance & CFO on 11th August, 2012 and whose two years'' term expires on 10th August, 2014 has been re-appointed as Director-Finance & CFO for another term of two years w.e.f. 11th August, 2014 at remuneration as set out in the special resolution for his appointment in the notice of 42nd Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Article 90 of the Articles of Association of the Company, Mr. V. Harlalka, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Paresh N. Bhagat and Mr. S. Agarwal, as Independent Directors of the Company to hold office as such for a period upto 31" March, 2019, who shall not be liable to retire by rotation. The Company has received notices from member under Section 160 of the Companies

Act, 2013 together with necessary deposit proposing their candidature for the office of Independent Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges. Your Board recommends their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

Resolutions for appointments/ re-appointments of Directorsare being placed before the Members for their approval at the Annual General Meeting.

Brief resume of the Directors proposed to he appointed / re- appointed under Clause 49 of the Listing Agreement are provided in an Annexure to the Notice of 42nd Annual General Meeting.

AUDITORS:

M/s. Kanu Doshi Associates, Chartered Accountants, Statutory Auditors of the Company hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s G. R Agrawal & Co, Chartered Accountants, New Delhi, as Branch Auditors hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from both the auditors expressing their willingnes to continue as auditors of the company. The Company has also received certificates from them to the effect that their re-appointment, if made, would he in the compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the re-appointments of M/s. Kanu Doshi Associates, Chartered Accountants, as Statutory Auditors of the Company to audit financial statements for the financial year 2014-15 and M/s G. P. Agrawal & Co, Chartered Accountants, as Branch Auditors for Gurgaon Unit

of the Company, both to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

COST AUDITORS:

Pursuant to the provisions of Section 233B of Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB- 2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, ordering Cost Audit of the Company''s product, with the prior approval of the Central Government, has appointed M/s Deepak Goyal Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2013-14.

As per the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rule, 2014 the Board of Directors of the Company has appointed M/s Deepak Goyal Associates, Cost Accountants, as Cost Auditors of the Company to conduct the cost audit for the financial year 2014-15, on a remuneration of Rs. 1,35,000/- (Rupees One Lac Thirty Five Thousand) plus service tax and out of pocket expenses. The approval of Members is sought for payment of remuneration to said Cost Auditors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

As required under Section 217 (l)(e) of the Companies Act, 1956, read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the information relating to the foregoing matters is given as under:

a) Conservation of Energy

Your Company''s existing activities are not power intensive and hence consumption of power is not significant. However, the Management is conscious of the importance of conservation of energy and reviews the measures to be taken for reduction in the consumption of energy from time to time.

Form A is not applicable to your Company, as it does not fall under the list of Industries specified in the Schedule attached to Rule 2.

b) Technology Absorption

Technologies require aggregation, validation and commercialization with engagement of the company and its various channel partners who can validate and adapt them to local economic structures, regulatory framework and markets.

The Company has identified new technologies which it intends to bring into the Indian markets by way of Joint Ventures and Technical Tie-ups. Currently the Assessment Reports are being prepared for the products identified.

The Company realized that the major drawbacks for Technology Absorption is

the lack of strategy and structure to aggregate technologies;

largely isolated effort in technology generation;

disconnect to commercialization.

In order to counter the above the Company addressed key questions such as

How do we sustain interest among OEM''s to engage in every stage of development, validation and commercialization

How do we engage OEM''S from convergent disciplines to engage in collaborative development and translational validation

How do we make "go" / "no go" decisions for validated technologies-

The Company has already adapted best technologies in the manufacturing processes and the same shall continue to be upgraded with time.

The Company''s engineering centre at Gurgaonwith modern Testing and Validation Equipments has acilitated undertaking various validation tests for the auto control cables and Gear Shifters produced by the Company. These validation tests include among others, Life test under different climatic conditions from sub-zero to High temperatures to guarantee uniform functioning. Based on various tests, the Engineering

team regularly suggests design modifications of the cables to further enhance the efficiency and Life of its products. Along with this the Company has formed a core team of Engineers to concentrate on Future Technologies.

c) Foreign Exchange Earnings and Ontgo

The information is contained in Note Nos. 40 & 41 forming part of accounts.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

During the year, the Company did not have any employee covered under section 217 (2 A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, and therefore no particulars are required to be furnished.

ACKNOWLEDGEMENTS:

The Board of Directors express its appreciation and gratitude to the Bankers, Customers Suppliers, employees and above all the Shareholders of the Company for their valuable support and co-operation at all the times.

For and on behalf of the Board of Directors

Place: Mumbai V. Harialka Date: 9th August, 2014 Chairman


Mar 31, 2013

To Shareholders,

The Directors are pleased to present their 41st Annual Report on the business and operations of the company and the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

Rs.in Lacs

Year ended Year ended March 31, March 31, 2013 2012

Sales & Other Income (Net) 10866.98 11566.31

Profit before interest, Depreciation, tax and extra ordinary items 576.83 979.77

Less : (i) Financial expenses 281.87 290.43

(ii) Depreciation 227.89 222.31

Profit / (Loss) before tax 67.07 467.03

Less: Tax-Provision:

- Current Tax 13.65 93.48

- Deferred tax liabilities (Assets) (3.06) 67.59

- Mat Credit Adjustments (17.72) (20.59)

Profit / (Loss) after tax 38.76 326.55

Add/ (Less): Excess (Short) tax provisions of earlier years (0.15) (0.84)

Add: Balance b/f from last year 916.08 590.37

Amount available for appropriation: 954.69 916.08

Appropriation:

Transfer to / from General Reserve 0.00 0.00

Amount carried to Balance Sheet 954.69 916.08

OPERATIONS:

During the year sales and other income declined by 6.5%, and profit before interest, depreciation and tax registered a sharp decrease by over 40%.

DIVIDEND:

In order to plough back the funds, your Directors do not recommend any dividend for the year ended 31st March 2013.

EXPANSION

In the financial year 2013-14, the Company plans to continue to upgrade its existing facilities. Also as the Company has secured orders for new but related product lines, it will have to invest in new equipments and toolings to cater to these requirements. Various new quality monitoring equipments will also have to be added. The Company plans to invest an amount of Rs. 2.50 Crores at its plants at Gurgaon & Daman during the current year to cater to the above requirements. Your Directors are confident that this capital expenditure will yield a reasonable return in the years to come.

EXPORTS

Company''s Exports during the year were better at Rs. 1203 lacs, as compared to Rs. 1080 lacs in the previous year. This shows that the Company''s products enjoy worldwide acceptability.

REMSONS (EUROPE), our Marketing outfit in Europe, continues to provide excellent commercial & engineering support to the Company''s various European OEM customers. Mr. Geoffrey Hill, Director – Business Development also continues to explore new avenues for securing additional export business and hopefully your company will be able to further expand its export sales during the financial year 2013-14.

Mr. John Glover, Director - Engineering, along with Mr. Hill continues to provide essential engineering support which is always required by our OEM customers. Mr. Ashok Goyal at USA is constantly exploring the North American market for good business opportunities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to make its little contribution for the growth of education. During the year a contribution of Rs. 15,00,000/- (Rupees Fifteen lacs only) was made to ‘Rajasthani Sammelan Trust'' which runs ‘Durgadevi Saraf Institute of Management Studies''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Management Discussion and Analysis forming part of the Annual Report, inter-alia adequately deals with the operations as also current and future outlook of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with the Auditors'' Certificate regarding compliance of the mandatory requirements of the Corporate Governance is separately given in the Annual Report.

FIXED DEPOSITS

During the year, your company did not accept any deposits from the public under section 58A of the Companies Act, 1956.

LISTING

The Equity Shares of your company continue to be listed at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).The Company has paid the requisite listing fees to the said stock exchanges for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of Companies Act, 1956, the Directors hereby state and confirm that:

i In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations 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 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

In terms of Article 90 of the Articles of Association of the Company, Mr. S. B. Parwal and Mr. V. K. Mahtani, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment. Members are requested to re-appoint them.

Board of Directors, in its meeting held on 13th February 2013 re-appointed Mr. Krishna Kejriwal as Managing Director and Mrs. Chand Kejriwal as Whole-time Director of the Company. Special resolutions seeking Members'' approval to their re-appointments and remuneration payable to them are embodied in the accompanying Notice convening the 41st Annual General Meeting of the Company.

Particulars of the Directors seeking appointment / re- appointment at the ensuing Annual General Meeting are given in an Annexure to the notice convening 41st Annual General Meeting of the Company.

AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to re-appoint the statutory auditors.

Members are also requested to authorize the Board of Directors to appoint the Branch Auditors for the Company''s Gurgaon branch in consultation with the Statutory Auditors and to fix the remuneration of the Branch Auditors.

COST AUDITORS

Pursuant to MCA Order F. No. 52/26/CAB-2010 dated the 24th January 2012 ordering Cost Audit of the Company''s products, M/s. Ashwin Solanki & Associates, Cost Accountants were appointed as Cost Auditors of the Company for the year 2012-13.

In Compliance with the provisions of the Companies (Cost Audit Report) Rules, 2011 and General Circular No 15/2011 issued by Govt. of India, Ministry of Corporate Affairs, we hereby submit that the Company has filed within time the Cost Audit Report dated 11th August 2012 issued by M/s. Ashwin Solanki & Associates, Cost Accountants.

M/s. Ashwin Solanki & Associates, Cost Accountants expressed their unavailability for re-appointment as Cost Auditors for the year 2013-14 due to the Group Audit Rationalization. The Board of Directors, therefore in its meeting held on 27th May 2013 appointed, subject to the approval of the Central Government, M/s Deepak Goyal Associates, Cost Accountants as ‘Cost Auditors'' of the Company for the year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 217 (1) (e) of the Companies Act, 1956, read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the information relating to the foregoing matters is given as under:

a) Conservation of Energy

Your Company''s existing activities are not power intensive and hence consumption of power is not significant. However, the Management is conscious of the importance of conservation of energy and reviews the measures to be taken for reduction in the consumption of energy from time to time.

Form A is not applicable to your Company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2.

b) Technology Absorption

(i) The company has adopted the "Cell System" production, which has resulted in improved productivity and product quality in line with International Standards.

(ii) The company follows "Six Sigma Practices" in the context of developing process technology in the manufacture of Automotive Cables.

(iii) The Company''s engineering centre at Gurgaon with modern Testing and Validation Equipments has facilitated undertaking various validation tests for the auto control cables produced by the Company. These validation tests include among others, life test under different climatic conditions from sub-zero to high temperatures to guarantee uniform functioning. Based on various tests, the Engineering team regularly suggests design modifications of the cables to further enhance the efficiency and life of Cables.

c) Foreign Exchange Earnings and Outgo

The information is contained in Notes 38, 40 and 41 in the Notes on accounts.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

During the year, the Company did not have any employee covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended and therefore no particulars are required to be furnished.

ACKNOWLEDGEMENTS

The Board of Directors expresses its appreciation and gratitude to the Bankers, Customers, Suppliers, Employees and above all the Shareholders of the Company for their valuable support and co-operation at all the times.

For and on behalf of the Board of Directors

Mumbai V.Harlalka

Dated: May 27, 2013 (Chairman)


Mar 31, 2010

The Directors present their 38th Annual Report on the business and operations of the company and the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. in Lacs

Year ended Year ended

March 31, March 31,

2010 2009

Sales & Other Income (Net) 7061.22 5658.06

Profit before interest, Depreciation, tax and

extra ordinary items 600.72 192.34

Less: (i) Financial expenses 70.61 97.29

(ii) Depreciation 164.56 169.80

Profit / (Loss) before tax

and extra ordinary items 365.55 (74.75)

Extra Ordinary Income (Expenses) (8.11) 350.36

Profit / (Loss) before tax 357.44 275.61

Less : Tax-Provision:

- Current 68.00 6.50

- MAT 125.82 25.50

- Deferred -- 124.69

- Fringe Benefit Tax -- 6.00

- Wealth tax -- 0.20

Profit / (Loss) after tax 163.62 112.72

Add (Less) : Excess (Short) tax

provision of earlier years 3.47 0.00

Add (Less) : Balance b/f from last year 83.16 (29.56)

Amount available

for appropriation: 250.25 83.16

Transfer to / from General Reserve 0.00 0.00

Amount carried to Balance Sheet 250.25 83.16



OPERATIONS:

Your Company fared well during the year. While sales and other income of the Company increased by approximately 25%, profit before interest, depreciation and tax registered three-fold increase over previous year.

DIVIDEND:

In order to plough back the funds, your Directors do not recommend any dividend.

A PROMISING FUTURE AHEAD

Continuous expansion of global automobile industries in the Asia Pacific region has resulted into a corresponding increase in demand for auto components. To ensure that your Company is in a position to meet the increasing demand, your Directors have planned to increase capacity at its Daman plants. A major portion of the expansion programme for which your Company will require necessary finance from Banks and/or financial institutions will be completed during the current financial year. Your Company is constantly negotiating to obtain a fair price for its products. While steel and other raw material prices continue to be volatile your Directors will strive to achieve even better financial results in the current year.

JOINT VENTURE

The Joint venture has not yielded the desired results. Your Directors have therefore decided to withdraw from the joint venture and terminate the joint venture agreement.

REMSONS AT OVERSEAS

REMSONS (EUROPE), a Marketing set up in Europe is providing excellent business, logistics & engineering Support to the OEM customers overseas. Mr. Geoffrey Hill, Director - Business Development and Mr. John Glover, Director – Engineering, with their knowledge and experience of the Automotive Cable and Gear Shifter business are well versed with the overseas OEM Market and have been a good support to our export business.

EXPORTS

Company’s Exports during the year were better at Rs. 957 lacs, as compared to Rs. 839 lacs in previous year in rupee terms.

The global financial crisis particularly softening of the Euro has adversely affected the Company’s export market, though your Company endeavors to secure more and more export orders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Management Discussion and Analysis, which is forming part of the Annual report, interalia adequately deals with the operations as also current and future outlook of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with the auditors’ certificate regarding the compliance of the mandatory requirements of the Corporate Governance is separately given in the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of Companies Act, 1956, the directors hereby state and confirm that :

i. In the preparation of annual accounts, the

applicable accounting standards have been followed along with proper explanations 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 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual

accounts on a going concern basis.

FIXED DEPOSITS

During the year, your company did not accept any deposits from the public under section 58A of the Companies Act, 1956.

DIRECTORS

Board has reappointed Mr. K. Kejriwal as Managing Director and Mrs. C. Kejriwal as Whole-time Director for another term of three years. The Remuneration Committee of the Board of Directors has also approved their re-appointments and the remuneration payable to them. Necessary Resolutions seeking Members’ approval are placed before the Annual General Meeting. Members are requested to approve the reappointments.

In terms of Article 90 of the Articles of Association of the Company, Mr. Ming Ching Tan and Mr. S. B. Parwal, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment. Members are requested to appoint them.

Particulars of the Directors seeking re-appointment at the ensuing Annual General Meeting is given in an Annexure to the Report on Corporate Governance

LISTING

The Equity Shares of your company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the above stock exchanges for the financial year 2010-11.

AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to appoint the statutory auditors.

Members are also requested to authorize the Board of Directors to appoint the branch auditors for the Company’s Gurgaon branch in consultation with the statutory auditors and to fix the remuneration of the branch auditors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 217 (1) (e) of the Companies Act, 1956, read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the information relating to the foregoing matters is given as under:

a) Conservation of Energy

Your Company’s existing activities are not power intensive and hence consumption of power is not significant. However, the Management is conscious of the importance of conservation of energy and reviews the measures to be taken for reduction in the consumption of energy from time to time.

Form A is not applicable to your Company, as it does not fall under the list of Industries specified in the schedule attached to Rule 2.

b) Technology Absorption

(i) The company continues to develop new conveyorised single piece flow lines to enable it to constantly improve productivity and quality.

(ii) The company follows “Six Sigma Practices” in the context of developing process technology in the manufacture of Automotive Cables.

(iii) The Company’s engineering centre at Gurgaon with modern Testing and Validation Equipments has facilitated undertaking

various validation tests for the auto control cables produced by the Company. The Company has now decided to set up additional test facilities at its plants in Daman A major portion of these test facilities will be concentrated on testing and validation of Gear Shift Systems with Push Pull Cables. Other standard equipments for test of basic raw materials will also be introduced.

c) Foreign Exchange Earnings and Outgo

The information is contained in Notes forming part of accounts in Schedule “S”.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

During the year, the Company did not have any employee covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and therefore no particulars are required to be furnished.

ACKNOWLEDGEMENTS

The Board of Directors express its appreciation and gratitude to the Bankers, Customers, Suppliers, employees and above all the Shareholders of the Company for their valuable support and co-operation at all the times.

For and on behalf of the Board of Directors

Mumbai V.Harlalka

Dated: May 27, 2010 (Chairman)

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