DIRECTORS' REPORT To The Members, REMI PROCESS PLANT AND MACHINERY LIMITED Your Directors are pleased to present to you herewith the audited accounts of the Company for the year ended 31st March, 2015. OPERATIONS : The Company achieved turnover of Rs.23.09 crores as against Rs.44.71 crores. The decline in turnover is mainly due to decline in trading sales and due to slow down in the economy and degrowth in capital goods industry in which the Company operates. The Company has achieved EBIDTA and net profit of Rs.3.27 crores and Rs.1.24 crores during the year as against Rs.2.47 crores and Rs.0.86 crores respectively in the previous year. In view of the new government stabilizing at Centre and its emphasis on investments in infrastructure and manufacturing will revive business prospects of the Company in coming years. Secondly, the Company has exposure in NSEL to the extent of Rs.210.39 lakhs. The Company is watching the developments in the said matter closely , in view of the steps taken by EOW of Mumbai Police, legal case in the High Court and steps taken by the Central and State Govts. During the year, the Company transferred a sum of ?15 lacs to the General Reserves. There are no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or associate Companies. INTERIM DIVIDEND: The Company have paid interim dividend of ? 0.60 (6%) per equity share during the year. The Board of Directors do not recommend any final dividend and the interim dividend to be considered as the final dividend, for the financial year 2014-15. DIRECTORS: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT: Shri Vishwambhar C. Saraf (DIN:00161381) retires by rotation and is to be re-appointed. Shri Vishwambhar C. Saraf (76) is a commerce graduate from the University of Bombay and after graduation he joined the family business. He has more than 50 years of business experience. The Performance of the Company is increasing due to the leadership and guidance given by him. CHANGES OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR: Smt Anita Bhartiya was appointed as Non-Executive Independent Director of the Company w.e.f. 14.08.2014. Shri M.B. Desai, have resigned from the Directorship of the Company w.e.f. 14.08.2014. Shri Bhagirath Singh, Chief Financial Officer, has been designated as Key Managerial Personnel of the Company. BOARD MEETINGS: During the year, 6 (Six) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Act. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS: The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining qualifications, positive attributes and independence of a Director and also a policy for remuneration of Directors, Key Managerial Personnel and senior management. The Executive Directors and other whole-time directors are paid remuneration by way of salary, perquisites, incentives and allowances, as recommended by the Committee and the Board of Directors and approved by the Members of the Company from time to time. Non-Executive Independent Directors are paid sitting fees for attending meetings of the Board of Directors. The Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include: • composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a listed Company; • desired age and diversity on the Board; • size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law; • professional qualifications, expertise and experience in specific area of business; balance of skills and expertise in view of the objectives and activities of the Company; • avoidance of any present or potential conflict of interest; • availability of time and other commitments for proper performance of duties; • personal characteristics being in line with the Company's values, such as integrity, honesty, transparency, pioneering mindset. AUDITORS: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the appointment of the auditors M/s Shankarlal Jain & Associates, Chartered Accountants (Firm Registration No. 109901W) shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment M/s Shankarlal Jain & Associates, Chartered Accountants (Firm Registration No. 109901W) as Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. SECRETARIAL AUDITOR: Shri V.S.Iyer, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act,2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as "Annexure - A " to the Board's report. There is no qualification, reservation or adverse remark in the report, LOANS. GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. RELATED PARTY TRANSACTIONS: Pursuant to provisions of The Companies Act, 2013, all related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no material related party transactions entered by the Company during the year and thus disclosure in Form AOC-2 is not required. None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees . Your Directors draw attention of the members to Note 1.5 to notes to accounts which sets out related party disclosures. AUDIT COMMITTEE: The Audit Committee comprises of Shri Ram Krishna Shriya, Shri Rajendra C. Saraf and Smt. Anita Bhartiya. RISK MANAGEMENT: The Company has laid down a risk management policy identifying Foreign Exchange Risk, Business Risk. The senior management team reviews and manages the foreign exchange risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS. BOARD. COMMITTEES AND DIRECTORS: The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive directors. DEPOSITS: The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. INTERNAL CONTROL SYSTEM: The Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls are adequate and are operating effectively. SIGNIFICANT AND MATERIAL ORDERS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. VIGIL MECHANISM: The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is posted on the website of the Company. EXTRACT OF THE ANNUAL RETURN: The extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - B". MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CORPORATE GOVERNANCE REPORT: Kindly note that the Compliance with the provisions of Clause 49 of the Listing Agreement, for the time being, is not mandatory for the Company, vide SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm that: a. in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b. the Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2015 and of the profit of the Company for that period; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts/financial statements on a going concern basis; e. that proper internal financial controls were in place and that the financial controls are adequate and were operating effectively ; and f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. APPRECIATION: The Board extends its grateful thanks to the Investor, Central and various State Governments, its bankers and district level authorities for their continued support extended to the Company from time to time. ON BEHALF OF THE BOARD Sd/- VISHWAMBHAR C. SARAF CHAIRMAN (DIN:00161381) Dated :14th August, 2015. Registered Office: REMI House, Plot No.11 , Cama Industrial Estate Goregaon (E), Mumbai-400 063 |