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EQUITY - MARKET SCREENER

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As on: Mar 29, 2024 01:09 AM

To

The Members,

REMI ELEKTROTECHNIK LIMITED

Dear Shareholders,

The Directors are pleased to present herewith the Annual Report and Audited Statements of accounts of the Company for the year ended 31st March, 2020.

(Rs. in Lakhs)

Financial Results 2019 2020 2018 2019
Gross Turnover 10508.06 11007.20
Profit before Finance Cost, Depreciation and Tax (EBIDTA) 1078.12 1315.84
Finance Cost 23.36 56.18
Depreciation 245.86 251.82
Taxation 188.11 457.33 238.06 546.06
Profit for the period 620.79 769.78
Other comprehensive income (31.87) (9.40)
Profit for the period (including other comprehensive income) 588.92 760.38
Balance brought forward 3638.54 2978.16
Appropriations
Transfer to General Reserve 100.00 100.00
Net surplus in the Statement of Profit & Loss 4127.47 3638.54
4227.47 3738.54

OPERATIONS:

The Company achieved a net turnover of Rs.10508.06 Lakhs during the year as against Rs.11007.20 Lakhs in previous year. The Company achieved EBIDTA and net profit of Rs.1078.12 Lakhs and Rs. 620.79 Lakhs respectively during the year as against Rs.1315.84 Lakhs and Rs 769.78 Lakhs respectively in previous year. Revenue as well as profitability of the Company have affected adversely during the year. Profitability of Motor Division was substantially down due to slowdown in demand and severe competition. The revenue and profitability of Instrument division was slightly down due to interruption in operations in March -2020 due to Covid-19 Pandemic. The products of instrument Division fall in category of essential services and therefore the production of the same was started gradually from third week of April,2020 and production of motor division was also gradually started from third week of May , 2020. The Company has rented out 34172 sq.fts of commercial space and earned rent income of Rs.333.16 Lakhs .The demand of commercial space has adversely affected due to Covid-19 pandemic and likely to be subdued in next year too. The products of instrument division falls in category of essential services and products are used by medical services and there is good demand of the products and future of the product is good. Due to Covid -19 pandemic, Central and State Govt. are focusing more on health sector and consequently demand of these products are expected to increase in future. Secondly, due to Hon'ble Prime Minister s policy of Aatmanirbhar Bharat, imports of these products will reduce and consequently local manufacturers will benefit. The demand for Commercial space was good upto last year but due to Covid-19 pandemic, the demand for Commercial space is subdued. However, the Covid-19 situation is continuously evolving and the effect of this will be known after the pandemic ends.

During the year, the Company transferred a sum of Rs.100.00 Lakhs to the General Reserves. There are no changes in the share capital during the year. The Board of Directors express their inability to declare any dividend. There are no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As stipulated under Section 135 of the Companies Act, 2013 the Company has constituted

Corporate Social Responsibility Committee (CSR Committee) comprising of Shri Vishwambhar

C. Saraf (DIN:00161381), Shri Rajendra C. Saraf (DIN:00161412), as member, and Shri Shyam Jatia (DIN:00049457), as Chairman. The Company has formulated a Corporate Social Responsibility policy. The Annual Report on CSR activities is annexed as 'Annexure A' and forms part of this report and is also available at the website of the Company i.e. www.remigroup.com.

DIRECTORS:

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:

Shri Rajendra C. Saraf (66) (DIN:00161412), Director, who is retiring by rotation, is to be reappointed. The brief profile is stated in the Corporate Governance Report. Shri Vishwambhar C. Saraf and Shri Rajendra C. Saraf are brothers and Shri Ritvik Saraf is son of Shri. Vishwambhar C. Saraf. Apart from this, there is no relationship between the Directors inter-se.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.The Board of Directors confirm that the independent directors of the Company fulfill the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are independent of the management 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. Details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

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 details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

FINANCIAL STATEMENTS:

Audited Financial Statements are prepared in accordance with Indian Accounting Standard (Ind AS) as prescribed under Section 133 of the Companies act, 2013 read with the rules made thereof.

AUDITORS:

M/s Shankarlal Jain & Associates LLP, Chartered Accountants (Firm Registration No.109901W) were appointed as the statutory auditors of the Company for a term of consecutive five years i.e. from the conclusion of the 37th annual general meeting till the conclusion of the 42nd Annual General Meeting by the shareholders of the Company. They have confirmed that they are not disqualified from continuing as auditors of the Company. The statutory audit report for the financial year ended 31st March, 2020 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors.

COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. Kejriwal & Associates, Cost Accountants to audit the cost records of the Company for the financial year 2020-21 on a remuneration of Rs.60,000/- (Rupees Sixty Thousand only) subject to ratification by members. Accordingly, a resolution seeking Member s ratification for the remuneration payable to M/s. Kejriwal & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR:

Shri Kamlesh Rajoria, Practicing Company Secretary, Kamlesh Rajoria & Associates , was appointed to conduct the secretarial audit of the Company for the financial year 2020-21, as required under Section 204 of the Companies Act, 2013 and Rules The secretarial audit report for FY 2019-20 forms part of the Annual Report as "Annexure - B" 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 AND POLICY ON RELATED PARTY TRANSACTIONS:

Pursuant to provisions of The Companies Act, 2013 and Regulation of SEBI (LODR) Regulations, 2015, the Board has formulated Policy on Related Party Transactions and the same is available on the website of the Company at www.remigroup.com. 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. Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no transaction with any person or promoter/ promoters group holding 10% or more shareholding. None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than payment of sitting fees to them. Your Directors draw attention of the members to Note 40 to notes to accounts which sets out related party disclosures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

i. the steps taken or impact on conservation of energy; All efforts are being made to conserve energy.
ii. the steps taken by the company for utilising alternate sources of energy; The Company is having Windmill and has also installed Solar power system for utilizing alternate source of energy.
iii. the capital investment on energy conservation equipments; The Company makes investment on energy conservation equipments on continuous basis.
(B) Technology absorption:
i. the efforts made towards technology absorption; The Company does not have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution; This is continuous process and the laboratory instruments are import substitutes.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported; N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed; N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.
iv. the expenditure incurred on Research and Development Rs.23.12 Lakhs

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings Rs.935.68 Lakhs
Outgo Rs.247.80 Lakhs

AUDIT COMMITTEE:

The Composition of the Audit Committee are stated in the Corporate Governance Report.

RISK MANAGEMENT:

The Company has laid down a risk management policy identifying core areas of Risk including, Business Risk. The senior management team reviews and manages risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts, etc.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Regulation of SEBI (LODR) Regulations, 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Individual Directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

DEPOSITS:

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013, 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. No personnel has been denied access to the Audit Committee. The same is posted on the website of the Company.

Code of Conduct for Directors and Senior Management Personnel

Company has received a declaration of compliance with the Code of Conduct from Directors and Senior Management Personnel. The declaration by the CEO & Managing Director affirming compliance of the Board of Directors and Senior Management Personnel to the Code of Conduct is appended to this Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is placed on the Company s website at www.remigroup.com.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5(1) & 5(2) 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.

DIRECTOR's 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 2020, 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 2020 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:

Your Directors place on record their sincere thanks for the financial support from its bankers and Govt. Departments. They also place on record their appreciation for the dedicated services of the executives, staff and workers of the Company. Your Directors also appreciate the faith you have reposed in the Company and are confident that the Company can depend upon your continued support in its endeavour to grow.

Registered Office: ON BEHALF OF THE BOARD
REMI House, Plot No.11, Sd/-
Cama Industrial Estate, Goregaon (East), VISHWAMBHAR C. SARAF
Mumbai 400 063 CHAIRMAN
Dated: 26th August , 2020 (DIN:00161381)