Mar 31, 2018
BOARD''S REPORT
To
The Members,
Remsons Industries Limited
The Directors take pleasure in presenting the 46*1 Annual Report of the Company together with the Audited Financial Statements for the year ended on 31â March, 2018.
1. FINANCIAL HIGHLIGHTS :
'' in Lakhs
Year ended 31â March, 2018 |
Year ended 31st March,2017 |
||
Revenue from operations and Other Income (Net) |
13258.43 |
13358.12 |
|
Profit before interest, Depreciation, tax and extra ordinary items |
961.40 |
327.77 |
|
Less: (i) Financial expenses 254.70 (ii) Depreciation / Amortization 251.62 |
230.00 242.49 |
||
Profit / (Loss) before tax |
455.08 |
(144.72) |
|
Less: Tax-Provision: -Current Tax |
90.22 |
(0.29) |
|
-Deferred tax liabilities/ (Assets) |
20.28 |
(66.14) |
|
Profit / (Loss) after tax |
344.58 |
(78.29) |
|
Other Comprehensive Income |
(5.53) |
(7.38) |
|
Total Comprehensive Income for the year |
339.05 |
(85.67) |
|
2. ADOPTION OF IND AS :
The Company has adopted the Indian Accounting Standard (''Ind AS'') w.e.f. 1st April, 2017 with a transition date of 1st April 2016. 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 thereunder and the other accounting principles generally accepted in India. Accordingly, the previous year figures are recasted/reclassified to make them Ind AS compliant.
3. OPERATIONS:
During the year under review, revenue from operations and other income of the Company were Rs, 13258.43 Lakhs (previous year Rs, 13358.12 Lakhs) profit before interest, depreciation and tax was Rs, 455.08 Lakhs (previous year loss Rs, 144.72 Lakhs) and the Net profit was placed at Rs. 339.05 Lakhs (previous year Loss Rs, 85.67 Lakhs).
4. EXPANSION :
Indian Automobile Industry, is experiencing steady growth and your Company also expects balanced growth in future. The expansion of global automobile industries has resulted into the corresponding demand for the auto ancillaries. Order position of the Company is satisfactory. Your Company shall continue to upgrade its manufacturing and test facilities to meet the requirement of the customers. Your Directors are confident that with the up-gradation, the Company will be in a better position to secure additional business, both, from existing as well as new customers.
5. EXPORTS :
During the year under review Exports were better at Rs.
1922.02 Lakhs as compared to Rs, 1,414.32 Lakhs in the previous year.
REMSONS (EUROPE), our marketing set up in Europe continues to provide excellent Engineering and logistics support to our overseas OEM customers. Mr. Geoffery 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 affect a further increase in our export business.
The Company has received and additional long term export order from one of its overseas customer. The Company has set up separate manufacturing line to execute this export and the production started from January, 2018. Your Company endeavors its best to secure more and more export orders.
6. CREDIT RATING :
For the year ended 31st March, 2018 ICRA Limited has accorded a long term rating at ''(ICRA) BB (pronounced ICRA double B plus)'' and short term rating of ''(ICRA) A4 (pronounced ICRA A four plus)'' for Line of Credit of the Company for Rs, 22.20 Crore. The outlook for long term rating is "Stable".
7. DIVIDEND AND TRANSFER TO RESERVES:
Your Directors have pleasure in recommending payment of dividend of Rs, 1.30 (previous year nil) being 13% on face value of Equity Share of Rs, 10/- each. This will absorb total cash outflow of Rs, 74,27,364/- (previous year Nil) including Corporate Dividend Distribution Tax of Rs, 15,12,025/-(previous year Nil).
During the year the Company has not transferred any amount to General Reserve.
8. SHARE CAPITAL OF THE COMPANY:
The paid up equity share capital of your Company as on 31st March, 2018 was at 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. There was no change in share capital of the Company during the financial year 2017-18.
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 any subsidiary, joint venture or associate company during the financial year 2017-18.
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 2017-18.
12. EXTRACT OF ANNUAL RETURN :
An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I.
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, Mrs. Chand Kejriwal, (DIN: 00513737), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.
b) Appointment/ Re-appointment
Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Paresh N. Bhagat (DIN: 00107783) was appointed as (NonExecutive) Independent Director for five consecutive years by the members of the Company in its 42nd Annual General Meeting held on 30th September, 2014 and holds office upto 31st March, 2019.
Mr. Paresh N. Bhagat is eligible for re-appointment as (NonExecutive) Independent Director for another term of 5 consecutive years. Pursuant to the provisions of Section 149(10) of the Companies Act, 2013 and based on the recommendation of Nomination and Remuneration Committee of the Company, the Board recommends for approval of members through Special Resolution in 46th Annual General Meeting for his re-appointment as (Non -Executive) Independent Director for another five consecutive years from 1st April, 2019 to 31st March, 2024.
The Board of Directors of the Company, in its meeting held on 28th May, 2018:
- Re-appointed Mr. Rahul Kejriwal (DIN: 00513777), as Whole Time Director of the Company for further period of two years with effect from 1st June, 2018, subject to approval of the shareholders at the 46th Annual General Meeting of the Company; and
- Re-appointed Mr. Anil Kumar Agrawal (DIN: 00513805), as Whole Time Director (designated as Director - Finance & CFO) of the Company for further period of two years with effect from 11th August, 2018, subject to approval of the shareholders at the 46th Annual General Meeting of the Company.
Pursuant Regulation 36(3) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and Secretarial Standards (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be re-appointed in the ensuing Annual General Meeting are provided in Notice of 46th Annual General Meeting of the Company.
Your Board recommends the re-appointment of the above Directors for the approval of the Members at the 4641Annual General Meeting of the Company.
c) Declaration from Independent Directors:
The Company has received declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d) 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 Directors 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 at 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.
During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors.
e) Key managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
Name of the Director Designation
Mr. Krishna Kejriwal Chairman & Managing Director Mrs. Chand Kejriwal Whole-Time Director Mr. Rahul Kejriwal Whole-Time Director Mr. Anil K. Agrawal Director-Finance & CFO Mr. Rohit Daiji Company Secretary &
Compliance officer
14. 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 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 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.
15. MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company''s business policy 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 is 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 an informed decision.
During the year under review, the Board met 4 (Four) times on 27th May, 2017, 26th August, 2017, 12th December, 2017 and 9ti February, 2018. 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 Directors |
Designation |
No. of Meetings |
|
Held |
Attended |
||
Mr. Krishna Kejriwal |
Chairman & Managing Director |
4 |
3 |
Mrs. Chand Kejriwal |
Whole-Time Director |
4 |
4 |
Mr. Rahul Kejriwal |
Whole-Time Director |
4 |
3 |
Mr. Anil K. Agrawal |
Director-Finance & CFO |
4 |
4 |
Mr. S. B. Parwal |
Independent Director |
4 |
3 |
Mr. S. K. Agarwal |
Independent Director |
4 |
4 |
Mr. P. N. Bhagat |
Independent Director |
4 |
2 |
Mr. S. J. Khanna |
Independent Director |
4 |
3 |
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 941 February, 2018 to review the performance of no independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
b) COMMITTEES OF THE BOARD OF DIRECTORS :
Presently, there are three Committees of the Board, as follows:
I. Audit Committee;
II. Nomination and Remuneration Committee and
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 2017-18, the Audit Committee met 4 (four) times on 27th May, 2017, 26th August, 2017, 12th December, 2017 and 941 February, 2018. The composition of the Audit Committee and the number of meetings attended by each member during the year 2017-18 are as follows:
Name of the Members |
Designation |
No. of Meetings |
|
Held |
Attended |
||
Mr. S. B. Parwal |
Chairman |
4 |
3 |
Mr. P. N. Bhagat |
Member |
4 |
2 |
Mr. S. K. Agarwal |
Member |
4 |
4 |
Mr. Krishna Kejriwal |
Member |
4 |
3 |
The Company Secretary 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 2017-18, the Nomination and Remuneration Committee met 2 (two) times viz. 2741 May, 2017 and 26th August, 2017. The composition of the Nomination and Remuneration Committee and the number of meetings attended by each member during the year 2017-18 are as follows:
Name of Members |
Designation |
No. of Meetings |
|
Held |
Attended |
||
Mr. S. K. Agarwal |
Chairman |
2 |
2 |
Mr. S. B. Parwal |
Member |
2 |
2 |
Mr. S. J. Khanna |
Member |
2 |
1 |
The Company Secretary 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.
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 2017-18, the Stakeholders'' Relationship Committee met 4 (four) times viz. 27th May, 2017, 26th August, 2017, 12th December, 2017 and 9th February, 2018.The composition of the Nomination and Remuneration Committee and the number of meetings attended by each member during the year 2017-18 are as following :
Name of Members |
Designation |
No. of meetings |
|
Held |
Attended |
||
Mr. S. B. Parwal, |
Chairman |
4 |
3 |
Mr. Krishna Kejriwal |
Member |
4 |
3 |
Mr. Anil K. Agrawal |
Member |
4 |
4 |
The Company Secretary 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 Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. 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 and the industry benchmarks and the current trends;
IV. The Company''s performance vis-a-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-a-vis the annual budget achievement, industry benchmark and current compensation trends in the market.
The Managing Director 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. D I R E C T O R S FA M I L I A R I S AT I O N 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 culture through appropriate training programmes. Such kind of training programmes help in developing relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.
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 expectations from them.
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 behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. 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 the 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, 2018. We affirm that during the financial year 2017-18, no employee or director was denied access to the Audit Committee. The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at
content/uploads/2017/03/1442906096_vigil-mechanism-
policy.pdf
19. STATUTORY AUDITORS :
As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 45th Annual General Meeting held on 25th September, 2017 appointed M/s. M. L. Bhuwania & Co. LLP, Chartered Accountants, (FRN: 101484W/W-100197), as Statutory Auditors of the Company for a term of consecutive 5 years i.e. to hold office 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, the aforesaid Section 139 is amended by the Companies (Amendment) Act, 2017 w.e.f. 7th May, 2018 and as per amended section, the appointment of auditors is no more required to be ratified every year in Annual General Meeting. Accordingly, the ratification of appointment of M/s. M. L. Bhuwania & Co. LLP, Chartered Accountants as Statutory Auditors of the Company is no more required and they will hold office upto the conclusion of 50thAnnual General Meeting of the Company to be held for the financial year ending on 31st March, 2022.
M/s. M. L. Bhuwania & Co. LLP, Chartered Accountants has furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Section 139 and 141 of the Companies Act, 2013 and Rules framed thereunder.
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, 2018 does not contain any qualification, reservation or adverse remark.
21. SECRETARIAL AUDIT REPORT :
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Manish Ghia & Associates, Company Secretaries, Mumbai were appointed as Secretarial Auditors of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year under review is appended to this report as
Annexure II.
22. EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS BY SECRETARIAL AUDITORS:
The Secretarial Audit Report for the financial year ended 31st March, 2018, does not contain any qualification, reservation or adverse remark.
23. INTERNAL AUDITORS :
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, on recommendation of Audit Committee, M/s. Kanu Doshi &
Associates LLP, Chartered Accountants, were appointed as Internal Auditors of the Company. The Internal Auditors submit their reports on periodical basis to the Audit Committee.
Based on the internal audit report, the management undertakes corrective actions in respective areas and thereby strengthens the controls.
24. 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.
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 nonbusiness 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. 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 Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://remsons.com/%20wp-content/uploads/2017/03/1442908414_policy-related-party.pdf
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 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 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given in
Annexure IV.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :
The details of loans, guarantee or investments under Section 186 of the Companies Act, 2013 during the financial year 2017-18 are given under Notes to Financial Statements.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING C O N C E R N S TAT U S AN D C O M PAN Y''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.
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FIANCIAL 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 2017-18 to which this financial statement relates and the date of this report.
32. 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.
33. 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.
34. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 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 Net worth 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 Auditors 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 is a part of the Annual Report.
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. There was no case of sexual harassment reported during 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.
For and on behalf of the Board of Directors
For Remson Industries Limited
Krishna Kejriwal
Chairman & Managing Director
DIN:00513788
Place: Mumbai
Date: 11th August, 2018
Mar 31, 2016
BOARDâS REPORT To,
The Members of
REMSONS INDUSTRIES LIMITED
Your Directors hereby presents the 44th Annual Report of your Company comprising of the Audited Financial Statements for the year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS Rs, in Lakhs
Sales & Other Income (Net) |
Year ended March 31, 2016 12098.59 |
Year ended March 31, 2015 11580.39 |
Profit before interest, Depreciation tax and extra ordinary items |
568.41 |
450.28 |
Less: (i) Financial expenses 280.94 (ii) Depreciation / Amortization 227.59 |
213.75 224.74 |
|
Profit / (Loss) before tax |
59.88 |
11.79 |
Less: Tax-Provision: - Current Tax |
12.45 |
3.15 |
-Deferred tax liabilities/ (Assets) |
(14.13) |
3.66 |
- MAT Adjustments |
16.64 |
2.32 |
Profit / (Loss) after tax |
44.92 |
2.66 |
Add/ (Less): Excess (Short) tax provision of earlier years |
0.00 |
1.61 |
Add: Balance b /f from last year. |
1,075.10 |
1,103.29 |
Amount available for appropriation: 1,120.02 |
1,107.56 |
|
Appropriation: |
||
Depreciation adjusted against opening balance of retained earnings (refer Note No. 9A-(ii)) |
- |
(32.46) |
Amount carried to Balance Sheet |
1,120.02 |
1,075.10 |
OPERATIONS:
During the year under review, sales and other income of the Company were Rs,12,098.59 Lakhs (previous year Rs,11,580.39 Lakhs) profit before interest, depreciation and tax was Rs, 568.41 Lakhs (previous year Rs, 450.28 Lakhs) and the Net Profit was placed at Rs, 44.92 Lakhs (previous year Rs, 2.66 Lakhs).
EXPANSION:
Indian economy which includes the Indian Automobile Industry, is exploring steady growth and your Company also expects balanced growth in future. The expansion of global automobile industries has resulted into the corresponding demand for the auto ancillaries. Order position of the Company is satisfactory. Your Company shall continue to upgrade its manufacturing and test facilities to meet the requirement of the customers. 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 low atRs, 1,291.10 Lakhs as compared to Rs, 1,606.41 Lakhs in the previous year.
REMSONS (EUROPE), our Marketing set up in Europe continues to provide excellent Engineering and logistics support to our overseas OEM customers. Mr. Geoffery 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.
CREDITRATING:
During the financial year 2015-16, ICRA Limited has accorded a long term rating of ''(ICRA) BBB (pronounced ICRA triple B)'' and short term rating of ''(ICRA) A3 (pronounced ICRA A three plus)'' for Line of Credit of the Company for Rs, 22.20 Crore. The outlook for long term rating is âStableâ.
DIVIDEND:
In view of inadequate profit, your directors do not recommend any dividend for the year ended 31st March, 2016.
SHARE CAPITALOFTHE COMPANY:
There was no change in share capital of the Company during the year 2015-16. The paid up equity share capital of your Company as on 31st March, 2016 is Rs, 5,71,33,570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five Hundred Seventy only) divided into57,13,357 Equity shares of the face value of Rs, 10/- (Rupee Ten) each.
PUBLICDEPOSITS:
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.
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 2015-16.
EXTRACT OFANNUALRETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.
HOLDING, SUBSIDIARIES, JOINTVENTURESAND ASSOCIATE COMPANIES:
The Company neither has any Holding, Subsidiary or Associates Company nor any Joint Ventures during the financial year2015-16.
DIRE C TO RS AND KE Y MAN AGE RIAL PERSONNEL:
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, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
The Board places on record condolences for the sad demise of Mr. V. Harlalka Founder and Chairman of the Company, on 8thApril, 2016.
Mr. Ming Ching Tan, Independent Director (DIN: 05220488) of the Company was vacated from the office pursuant to the provisions of Section 167(1) (b) of the Companies Act, 2013, with effect from close of working hours of 31st March, 2016.
The Board of Directors of the Company, in its meeting held on 1st February, 2016 re-appointed Mr. Krishna Kejriwal (DIN: 00513788), as Managing Director and Mrs. Chand Kejriwal (DIN: 00513737) as Whole-time Directors of the Company for a further period of three years with effect from 1st April, 2016 at remuneration as set out in the special resolutions at Item nos. 8 & 9 respectively, of the notice of 44th Annual General Meeting of the Company.
The Board of Directors of the Company, in its meeting held on 28ti May, 2016 appointed Mr. Sudhir Khanna (DIN: 01283599) as an Additional (Independent) Director for a period of five years with effect from 1st June, 2016, subject to the approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice in writing along with the requisite deposit from a member under Section 160 of Companies Act, 2013 proposing his candidature as an Independent Director of the Company.
The Board of Directors of the Company, in its meeting held on 28th May, 2016 appointed Mr. Rahul Kejriwal (DIN: 00513805), as an Additional Director with effect from 1st June,2016. The Company has received a notice in writing along with the requisite deposit from a member under Section 160 of Companies Act, 2013 proposing his candidature as a Director of the Company.
Mr. Rahul Kejriwal (DIN: 00513805) was also appointed as the Whole-time Director of the Company, subject to the approval of shareholders, for a period of two years with effect from 1st June, 2016 at remuneration as set out in the special resolution at Item No.6 of the Notice of 44th Annual General Meeting of the Company.
The Board of Directors of the Company, in its meeting held on 1041 August, 2016 re-appointed Mr. Anil Kumar Agrawal (DIN: 00513805), as Director - Finance & CFO of the Company for further period of two years with effect from 11th August, 2016 at remuneration as set out in the special resolution at Item No. 10 of the Notice of 44th Annual General Meeting of the Company.
Brief resume of the Directors proposed to be appointed/ reappointed under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by Institute of Company Secretaries of India (hereinafter referred to as ''Listing Regulations'') are provided innotice of4441Annual General Meeting of the Company.
Your Board recommends the above appointment / reappointments of Directors for the approval of the Members
at the 44th Annual General Meeting 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 Section 149(6) of the Companies Act, 2013 and erstwhile Clause 49 of Listing Agreement read with Regulation 16(1)(b) of Listing Regulations.
Mr. Sukhdeo Purohit, Company Secretary & Compliance Officer of the Company resigned with effect from close of business hours of 28t May, 2016. The Board places on record appreciation for the assistance and guidance provided by Mr. Sukhdeo Purohit during his tenure as Company Secretary & Compliance Officer of the Company.
In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Rohit Daiji was appointed as a Company Secretary & Compliance Officer of the Company with effect from 28th May, 2016.
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(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.
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. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, 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.
During the financial year 2015-16, Five (5) meetings of the Board of Directors were held on 27ti May, 2015, 8th August, 2015, 4th November, 2015, 1st December, 2016 and 17th March, 2016. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the workings of its Audit, Stakeholders'' Relationship and Nomination and Remuneration Committees. The Board has evaluated the performance 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.
During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors.
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 1st February, 2016 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
COMMITTEES of the BOARD:
Subsequent to the changes in the Board of Directors, the Board at its meeting held on 2841 May, 2016 re-constituted its Committees in accordance with the provisions of Companies Act, 2013. Presently, there are three Committees of the Board, as follows:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders'' Relationship Committee
A. Audit Committee:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. The present composition of the Audit Committee is as follows:
Name of the Directors Designation
Mr. S B Parwal, Chairman
Mr. Paresh N. Bhagat Member
Mr. S. K. Agarwal Member
Mr. Krishna Kejriwal Member
The Company Secretary 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 Auditor''s 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.
B. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Companies Act, 2013. The present composition of the Committee is as follows:
Name of the Directors Designation
Mr. S. K. Agarwal Chairman
Mr. S B Parwal, Member
Mr. Sudhir Khanna Member
The Company Secretary 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''s.
- Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees.
C. Stakeholders'' Relationship Committee:
The Stakeholders'' Relationship Committee is duly constituted as per the provisions of Section 178 of the Companies Act, 2013. The present composition of the Committee is as follows:
Name of the Directors Designation
Mr. S B Parwal, Chairman
Mr. Krishna Kejriwal Member
Mr. Anil Kumar Agrawal Member
The Company Secretary 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'' complaints regarding non-receipt of Annual Report or dividend declared, change of address, etc.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration.
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 and 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 and Remuneration Committee shall consider the following:
1. The relationship of remuneration and performance benchmarks is clear;
2. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
3. Responsibility of the Managing Director and the industry benchmarks and the current trends;
4. The Company''s performance vis-a-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 Personnel) 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-a-vis the annual budget achievement, industry benchmark & current compensation trends in the market.
The Managing Director 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 and Remuneration Committee for its review and approval.
The Company has not given any stock option to the Executive and Non-Executive Directors.
DIRECTORS FAMILIARISATION PROGRAMME
The Company undertakes and makes necessary provision of an appropriate induction programme for new Directors and ongoing training for existing Directors. The new directors are introduced to the company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places. 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 expectations from them.
VIGIL MECHANISM POLICY:
In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.
The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. 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 the 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 Chairman 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, 2016.
We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee. The Vigil mechanism / Whistle Blower Policy is available on the website of the Companywww.remsons.com
STATUTORYAUDITORS:
M/s. Kanu Doshi Associates LLP, 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 reappointment, 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 holds office as such 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 reappointment, 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 LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company to audit financial statements for the financial year 2016-17 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 up to the conclusion of next Annual General Meeting of the Company.
INTERNALAUDIT:
The Company has appointed M/s. M. K. Jain and 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.
SECRETARIALAUDIT 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.
RISKS ANDAREAS 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 no 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.
INTERNAL FINANCIAL CONTROL:
The Board has adopted a formal Internal Financial Control Policy during the financial year under review for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
PA R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013:
All Related Party Transactions entered during the financial year were in ordinary course of the business and on arm''s length basis. No Material Related Party Transactions were entered during the year by your Company. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.remsons.com. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in FormAOC-2 is not applicable.
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) 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 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 ANDOUTGO:
Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo are given as in Annexure IV.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013:
The details of loans, guarantee or investments under Section 186 of the Companies Act, 2013 during the financial year 2015-16 are given under Notes to Financial Statements provided in this Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALSIMPACTINGTHE 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.
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 there under are not applicable to the Company.
REPORTON CORPORATE GOVERNANCE:
As per the provisions of Regulation 15(2) of the Listing Regulations, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21, 22,23, 24, 25, 26, 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth 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 is a part of the Annual Report.
IN F O RMAT IO N U N D E R T HE S E XU AL 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. 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
For Remsons Industries Limited
K. Kejriwal Anil Kumar Agrawal
Managing Director Director Finance&CFO
DIN: 00513788 DIN:00513805
Place: Mumbai
Date: 10th August, 2016
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 ÂRajasthani Sammelan Trust'' which runs
ÂDurgadevi 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 ÂCost 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 à 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
CompanyÃs 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 CompanyÃs 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 auditorsà certificate
regarding the compliance of the mandatory requirements of the Corporate
Governance is separately given in the Annual Report.
DIRECTORSÃ 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 Membersà 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 CompanyÃs 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 CompanyÃs 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 ÃSix Sigma Practicesà in the context of
developing process technology in the manufacture of Automotive Cables.
(iii) The CompanyÃs 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 ÃSÃ.
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)