Remsons Industries Ltd
Directors Reports
To,
The Members,
Remsons Industries Limited
Your directors take pleasure in presenting the 51st Annual
Report of the Company together with the Audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
(Rs. in Lakh)
Particulars |
Standalone |
Consolidated |
|
Year Ended 31st
March, 2023 31st |
Year Ended March, 2022 |
Year Ended 31st
March, 2023 |
Year Ended 31st
March, 2022 |
Revenue from operations and Other |
26,566.04 |
22,444.60 |
31,439.54 |
28,719.09 |
Income (Net) |
|
|
|
|
Profit before interest,
Depreciation, tax and extra ordinary items |
2,196.46 |
1,518.98 |
2,753.69 |
2,096.71 |
| Less: (i) Financial expenses |
519.71 |
524.87 |
633.73 |
643.33 |
| (ii) Depreciation / Amortization |
619.16 |
548.08 |
914.38 |
793.33 |
Profit / (Loss) before
exceptional items & tax |
1,057.59 |
446.03 |
1,205.58 |
660.05 |
| Add: Exceptional Items |
- |
74.26 |
- |
74.26 |
Profit / (Loss) before tax |
1,057.59 |
520.29 |
1,205.58 |
734.30 |
| Less: Tax-Provision: |
|
|
|
|
| - Current Tax |
316.72 |
151.38 |
316.72 |
151.38 |
| - Deferred tax Liabilities / (Assets) |
(34.68) |
14.08 |
51.85 |
46.68 |
Profit / (Loss) after tax |
775.56 |
354.83 |
837.01 |
536.25 |
| Other Comprehensive Income |
(8.31) |
23.75 |
(6.25) |
1.91 |
Total Comprehensive Income
for the year |
767.25 |
378.58 |
830.77 |
538.16 |
2. AUTOMOBILE INDUSTRY SCENARIO:
The automotive industry in India is one of the main pillars of the
economy. With strong backward and forward linkages, it is a key driver of growth.
Liberalization and conscious policy interventions over the past few years created a
vibrant, competitive market, and brought several new players, resulting in capacity
expansion of the automobile industry and generation of huge employment. The contribution
of this sector to the National GDP has risen to about 7.1% now from 2.77% in 1992-93. It
provides direct and indirect employment to over 19 million people.
3. OPERATIONS:
During the financial year under review, on standalone basis, the
Company achieved total revenue of Rs. 26,566.04 Lakh (previous year Rs. 22,444.60 Lakh)
and profit before tax was Rs. 1,057.59 Lakh (previous year Rs. 520.29 Lakh) and the Net
profit after tax was Rs. 775.56 Lakh (previous year Rs. 354.83 Lakh).
During the financial year under review, on consolidated basis, the
Company achieved total revenue of Rs. 31,439.54 Lakh (previous year Rs. 28,719.09 Lakh)
and net profit before tax was Rs. 1,205.58 Lakh (previous year Rs. 734.30 Lakh) and the
Net profit after tax was Rs. 837.01 Lakh (previous year Rs. 536.25 Lakh).
4. EXPORTS:
During the financial year under review, exports were at Rs. 3,178.02
Lakh as compared to Rs. 3,079.52 Lakh in the previous year.
5. CREDIT RATING:
ICRA Limited has reaffirmed the following credit ratings for
Company's long term and short term credit facilities:
Details of Bank Limits
Rated by ICRA (Rated on Long – Term Scale) |
Amount (Rs. in Lakh) |
Rating |
Assigned / Outstanding on |
Cash Credit |
|
|
|
| State Bank of India |
2,400.00 |
[ICRA]BBB-(Stable) |
30th June, 2023 |
E-VFS facility |
|
|
|
| State Bank of India |
1,000.00 |
[ICRA]BBB-(Stable) |
30th June, 2023 |
Overdraft |
|
|
|
| Standard Chartered Bank |
800.00 |
[ICRA]BBB-(Stable) |
30th June, 2023 |
Term Loans |
|
|
|
| State Bank of India |
801.00 |
[ICRA]BBB-(Stable) |
30th June, 2023 |
Total |
5,001.00 |
|
|
Details of Bank Limits
Rated by ICRA (Rated on Short – Term Scale) |
Amount (Rs. in Lakh) |
Rating |
Assigned / Outstanding on |
Invoice Financing |
|
|
|
| Kotak Mahindra Bank Limited |
1500.00 |
[ICRA]A3 |
30th June, 2023 |
LC Limit |
|
|
|
| Standard Chartered Bank |
130.00 |
[ICRA]A3 |
30th June, 2023 |
Bank Guarantee |
|
|
|
| Standard Chartered Bank |
70.00 |
[ICRA]A3 |
30th June, 2023 |
Derivative/Forward Contracts |
|
|
|
| State Bank of India |
100.00 |
[ICRA]A3 |
30th June, 2023 |
Total |
1800.00 |
|
|
Grand Total |
6801.00 |
|
|
6. DIVIDEND AND TRANSFER TO RESERVES:
Your directors have pleasure in recommending payment of dividend of Rs.
1.50 per share (15%) (previous year Re. 1.00 per share (10%) on face value of Equity
Shares of Rs. 10/- each for the financial year ended 31st March, 2023. This
will absorb total cash outflow of Rs. 85.70 Lakh (previous year Rs. 57.13 Lakh). The
dividend, if approved, will be paid to those members whose names shall appear on the
Register of Members / List of Beneficiaries as on Friday, 8th September, 2023.
During the financial year under review, the Company has not transferred
any amount to reserves.
7. SHARE CAPITAL OF THE COMPANY:
There was no change in share capital of the Company during the
financial year under review. The paid-up equity share capital of your Company as on 31st
March, 2023 stood at Rs. 5,71,33,570/- (Rupees Five Crore Seventy One Lakh Thirty Three
Thousand Five Hundred Seventy only) divided into 57,13,357 (Fifty Seven Lakh Thirteen
Thousand Three Hundred Fifty Seven) Equity shares of Rs. 10/- (Rupees Ten only) each.
8. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business activities of the Company
during the financial year under review.
9. PUBLIC DEPOSITS:
During the financial year under review, the Company has not accepted or
renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies
Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company has one foreign wholly owned subsidiary viz. Remsons
Holding Ltd., UK and two foreign step down subsidiaries viz. Remsons Properties Ltd.
(earlier known as "Woolford Properties Ltd."), UK and Remsons Automotive Ltd.
(earlier known as "Magal Automotive Ltd."), UK.
None of the subsidiary companies is material subsidiary within the
meaning of ‘material subsidiary' as defined under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of Remsons Holdings Ltd., Remsons
Properties Ltd (earlier known as "Woolford Properties Ltd.) and Remsons Automotive
Ltd. (earlier known as "Magal Automotive Ltd."), in Form No. AOC - 1, is annexed
as Annexure - I and forms part of this report.
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of the Company including Consolidated Financial Statements along with relevant
documents and separate Audited Financial Statements of the said subsidiaries are available
on the website of the Company viz. www.remsons.com.
11. CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of Sections 129 and 133 of the Act read with
the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing
Regulations, the Company has prepared Consolidated Financial Statements consolidating
financial statements of Remsons Holding Ltd., UK, wholly owned subsidiary and of Remsons
Properties Ltd. (earlier known as "Wool ford Properties Ltd."), UK and Remsons
Automotive Ltd. (earlier known as "Magal Automotive Ltd."), UK, step down
subsidiaries of the Company with its financial statements in accordance with the
applicable provisions of Indian Accounting Standards ("Ind AS"). The
Consolidated Financial Statements along with the Independent Auditors' Report thereon
are annexed and form part of this report.
The summarized consolidated financial position is provided above in
point no. 1 of this report.
12. LISTING:
The Equity Shares of the Company are listed on BSE Ltd. (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 under review.
13. ANNUAL RETURN:
As required under Section 92(3) read with 134(3)(a) of the Act, the
copy of Annual Return as on 31st March, 2023 will be placed on the
Company's website and can be accessed at www.remsons.com.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Retirement by rotation:
In accordance with the provisions of Section 152(6) of the Act read
with the Companies (Management and Administration) Rules, 2014 and the Articles of
Association of the Company, Mr. Krishna Kejriwal (DIN: 00513778), Director of the Company,
retires by rotation at the ensuing 51st Annual General Meeting
("AGM") and being eligible, has offered himself for re-appointment and your
Board recommends his re-appointment.
b) Appointment / Re-appointment:
Mrs. Chand Krishna Kejriwal (DIN: 00513737), who retired by rotation at
previous 50th AGM held on 28th September,
2022, was re-appointed as director of the Company in terms of
provisions of Section 152(6) of the Act.
Considering the knowledge and expertise in the field of governance
practices, organization strategy, leadership capital areas and based on recommendation by
the Nomination and Remuneration Committee and the Board of Directors of the Company, the
shareholders in their 01/2022-23 Extra Ordinary General Meeting held on 12th
May, 2022 appointed Mr. Suresh Ramarao (DIN: 00370832) as Non-Executive Independent
Director of the Company for a term of 5 (five) consecutive years with effect from 12th
May 2022, who shall not be liable to retire by rotation.
Pursuant to the provisions of Section 203 and other applicable
provisions of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as recommended by the Nomination and
Remuneration Committee, upon step down by Mr. Rahul Kejriwal from the post of Chief
Financial Officer, Mr. Debendra Panda was appointed as Chief Financial Officer of the
Company with effect from 4th February, 2023.
Mrs. Visalakshi Sridhar was appointed as an Independent Director of the
Company for a term of 5 (five) consecutive years with effect from 14th
November, 2018 and her current tenure ends on 13th November, 2023.
Considering her knowledge, expertise, experience and performance
evaluation of her first term of 5 (five) years, the Nomination and Remuneration Committee
has recommended for re-appointment of Mrs. Visalakshi Sridhar for a second term of 5
(five) consecutive years with effect from 14th November, 2023. Accordingly,
your Board recommends re-appointment of Mrs. Visalakshi Sridhar as an Independent Director
of the Company for a second term of 5 (five) consecutive years with effect from 14th
November, 2023, subject to approval of the members of the Company, whose office shall not
be liable to retire by rotation.
Mr. Anil Kumar Agrawal (DIN: 0000805) was Executive Director of the
Company during the period from 11th August, 2012 to 31st July, 2019,
and after resigning from the services of the Company, he was re-designated as
Non-Executive Director of the Company with effect from 1st August, 2019. The
Nomination and Remuneration Committee in its meeting held on 8th August, 2023
recommended his appointment as an Independent Director of the Company. Accordingly, your
Board recommends for appointment of Mr. Anil Kumar Agrawal (DIN: 0000805) as Non-Executive
Independent Director of the Company for a term of 5 (five) consecutive years with effect
from 16th September, 2023, whose office shall not be liable to retire by
rotation.
As stipulated under Regulation 36(3) of the Listing Regulations and
Secretarial Standard on General
Meetings (SS-2) issued by the Institute of Company Secretaries of India
(ICSI), brief resume of the directors proposed to be appointed / re-appointed / fixation
of remuneration is annexed to the Notice convening the 51st AGM of the Company.
c) Cessation:
During the financial year under review, no director or Key Managerial
Personnel resigned from the services of the Company. Mr. Rahul Kejriwal, Whole Time
Director (designated as WTD & CFO) of the Company resigned from the post of Chief
Financial Officer of the Company with effect from closing business hours of 3rd
February, 2023, however, he continues to be the Whole Time Director of the Company.
d) Declaration from Independent Directors:
The Company has received the necessary declaration from all the
Independent Directors of the Company confirming that they meet criteria of independence as
prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations and pursuant to Regulation 25 of the said Regulations that they are not aware
of any circumstance or situation, which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. The Independent Directors have also confirmed
that they have complied with Schedule IV of the Act and the Company's Code of
Conduct.
Further, the Independent Directors have also submitted their
declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, which mandates the inclusion of an
Independent Director's name in the data bank of the Indian Institute of Corporate Affairs
("IICA").
None of the directors of your Company are disqualified under the
provisions of Section 164(2) of the Act. Your directors have made necessary disclosures,
as required under various provisions of the Act and the Listing Regulations and in the
opinion of the Board, all the Independent Directors are persons of integrity and possesses
relevant expertise and experience and are independent of the management.
e) Number of Directors:
As per Regulation 17(1)(c) of the Listing Regulations, the Company is
required to appoint minimum 6 (six) directors including one woman director on its Board.
As on the date of this report, your Company has eight directors consisting of four
Independent Directors including one woman Director, one Non-Executive Director and three
Executive Directors.
f) Annual evaluation of performance by the Board:
In terms of applicable provisions read with Schedule IV of the Act and
rules framed thereunder and Regulation 17 read with Part D of Schedule II of the Listing
Regulations, 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 Act and the Listing Regulations, the
evaluation of the Board and its performance, the directors individually and the working of
its Audit Committee, Stakeholders' Relationship Committee and the Nomination and
Remuneration Committee including the Chairman 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 of Board and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of
Company and it's performance; and
iv. Providing perspectives and feedback going beyond information
provided by the management.
g) Key Managerial Personnel (KMP):
The details of Key Managerial Personnel of the Company as on 31st
March, 2023 are as follows:
Sr. No. Name of the
Directors |
Designation |
| 1. Mr. Krishna Kejriwal |
Chairman & Managing |
|
Director |
| 2. Mrs. Chand Kejriwal |
Whole Time Director |
| 3. Mr. Rahul Kejriwal |
Whole Time Director |
| 4. Mr. Amit Srivastava |
Chief Executive Officer |
| 5. Mr. Debendra Panda |
Chief Financial Officer |
| 6. Mr. Rohit Darji |
Company Secretary |
|
and Compliance officer |
Apart from the above, no other director or KMP were appointed or
retired or resigned during the financial year under review.
15. 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) read with Section 134(5) of the Act 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. they 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 on 31st March, 2023 and of the profit of the Company for that
period;
c. they 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. they have prepared the annual accounts on a going concern basis;
e. they 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. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
16. MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company /
business policies and strategies apart from other business of the Board. The notice of
Board meetings are 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
are circulated at least 7 days before the date of the meetings. In case of any business
exigencies, meetings are called and convened at shorter notice or the resolutions are
passed through circulation and later placed in the next Board meeting. The agenda for the
Board and Committee meetings include detailed notes on the items to be discussed at the
meetings to enable the directors to take informed decisions.
During the financial year under review, the Board of Directors met 5
(five) times, the details of which are given in the Report on Corporate Governance,
forming part of this report. The intervening gap between two consecutive meetings was
within the period prescribed under the Act and the Listing Regulations.
17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under Schedule IV of
the Act, a separate meeting of the Independent Directors of the Company was held on 3rd
February, 2023 without presence of Non-Independent Directors and members of the management
to consider the following:
i. performance of Non-Independent Directors and the Board as a whole;
ii. performance of the Chairman of the Company, taking into account the
views of executive directors and non-executive directors; and
iii. assessing the quality, quantity and timeliness of flow of
information between the Company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
The Independent Directors expressed satisfaction on the performance of
Non-Independent Directors and the Board as a whole. The Independent Directors were also
satisfied with the quality, quantity and timeliness of flow of information between the
Company management and the Board.
18. COMMITTEES OF THE BOARD OF DIRECTORS:
In accordance with the provisions of the Act and the Listing
Regulations, the Company has constituted three committees of the Board, namely:
I. Audit Committee;
II. Nomination and Remuneration Committee; and
III. Stakeholders' Relationship Committee.
Details of all the Committees along with their charters, composition,
meetings held during the financial year under review and attendance thereat are provided
in the report on Corporate Governance forming part of this report.
19. Audit Committee:
The Audit Committee is duly constituted as per the provisions of
Section 177 of the Act and Regulation 18 of the Listing Regulations. The members of the
Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls
etc.
During the financial year under review, the Audit Committee was
reconstituted. Mr. Shishir Dalal was appointed as member of the Audit Committee with
effect from 10th August, 2022.
As on 31st March, 2023, the Audit Committee comprised of
Mrs. Visalakshi Sridhar, Independent Director, Mr. Paresh Bhagat, Independent Director,
Mr. Shishir V. Dalal, Independent Director and Mr. Krishna Kejriwal, Chairman and Managing
Director as its members. Mrs. Visalakshi Sridhar is the Chairperson of the Audit Committee
and the Company Secretary and Compliance Officer of the Company acts as Secretary to the
Audit Committee.
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 and vigil
mechanism.
All the recommendations made by the Audit Committee were accepted by
the Board of Directors of the Company.
20. APPOINTMENT AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of the Listing Regulations and on the recommendation of the Nomination and Remuneration
Committee, the Board has adopted a policy for selection, appointment and remuneration of
directors, and Senior Management Personnel (‘SMPs') including criteria for
determining qualifications, positive attributes, independence of a director and other
related matters. The Remuneration Policy has been placed on the website of the Company
viz. www.remsons.com.
21. INDEPENDENT DIRECTORS' FAMILIARISATION PROGRAMME:
The Company undertakes and makes necessary provisions for appropriate
induction programme for new directors and ongoing training for existing directors. The new
directors are introduced to the Company's culture, through appropriate training
programmes. Such kind of training programmes help in developing relationship of the
directors with the Company and familiarize them with the Company processes. The management
provides such information and training either at the meeting of Board of Directors or
otherwise.
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 expected time
commitments. The details of familiarization programme imparted to independent directors
are available on the Company's website viz. www.remsons.com.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuance to the provisions of Section 177 of the Act, the Company has
adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.
The Company promotes ethical behaviour in all its business activities
and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a
whistle blower policy wherein the directors and 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 directors and 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.
No violation of laws or unethical conduct etc. was brought to the
notice of the Management or Audit Committee during the financial year under review. We
affirm that during the financial year under review, no director or employee was denied
access to the Audit Committee. The details of the Vigil mechanism / Whistle Blower Policy
is available on the website of the Company viz. https://www.remsons.com/content/pdf/
policies/V1442906096_vigil-mechanism-policy.pdf
23. STATUTORY AUDITORS:
As per the provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the members of the Company at their 50th AGM
held on 28th September, 2022 appointed M/s. Kanu Doshi Associates LLP,
Chartered Accountants (Firm Registration No.:104746W/W10096) as Statutory Auditors of the
Company for a term of 5 (five) consecutive years, and accordingly they will hold office as
such till the conclusion of the 55th Annual General Meeting of the Company to
be held for the financial year ending 31st March, 2027.
M/s. Kanu Doshi Associates LLP, Chartered Accountants, have furnished a
certificate of their eligibility under Section 141 of the Act and the Companies (Audit and
Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory
Auditors of the Company.
24. EXPLANATIONS OR COMMENTS ON
QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS BY STATUTORY AUDITORS:
The Statutory Auditors' Reports on the Standalone and Consolidated
Audited Financial Statements of the Company for the financial year ended 31st
March, 2023 does not contain any qualifications, reservation or adverse remarks.
25. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204(1) of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, M/s. M Baldeva Associates, Company Secretaries,
Thane (M. No.:FCS6180/COP No.: 11062) were appointed as Secretarial Auditors of the
Company to undertake Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report for the said financial year is appended to this report as Annexure
- II and forms part of this report.
With respect to the observations made by the Secretarial Auditors in
their report, your directors would like to state as follows:
Sr. No. Observations |
Explanation of Board of
Directors |
1. Delay in filing of some
e-forms with Registrar of Companies (RoC), Mumbai, Maharashtra |
Delay in filing e-forms with
Registrar of Companies (RoC), Mumbai, Maharashtra was due to oversight. |
2. As required under
Regulation 17(1)(b) of the Listing Regulations, the Board of Directors of the Company did
not have at least half of the independent directors as its members during the period from
1st October, 2021 to 11th May, 2022. |
As per the legal opinion
obtained, the Company was not required to comply with the provisions of Regulation
17(1)(b) of the Listing Regulations, in light of the exemptions provided under Regulation
15(2) of the said regulations. However, the Company has subsequently complied with these
provisions. Also, the Company has filed an appeal before the Hon'ble Securities
Appellate Tribunal on 20th October, 2022 challenging the imposition of fine and
the same is pending. |
Further, none of the Auditors of the Company have reported any fraud as
specified under the second proviso to Section 143(12) of the Act.
26. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of
the Audit Committee, reappointed M/s. Devesh Shah & Co., Chartered Accountants, as
Internal Auditors of the Company for the financial year under review. The Internal
Auditors submit their reports on periodical basis to the Audit Committee.
Based on the internal audit reports, the management undertakes
corrective actions in respective areas and thereby strengthens the controls.
27. I NTERNAL 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 are adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financial
control system in the Company, its compliance with operating systems, accounting
procedures at all locations of the Company and strives to maintain the standard in
Internal Financial Control.
28. COST RECORDS:
During the financial year under review, the Central Government has not
prescribed the maintenance of cost records for any of the products of the Company under
Section 148(1) of the Act.
29. 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 risks. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE ACT:
All contracts / arrangements / transactions entered by the Company
during the financial year under review with the related parties were in the ordinary
course of business on arm's length basis and are reported in the Notes to Accounts on
the Financial Statements for the financial year ended 31st March, 2023.
No material related party transactions were entered during the
financial year under review by your Company. Accordingly, the disclosure of material
related party transactions as required under Section 134(3) of the Act in Form No. AOC-2
is not applicable.
In accordance with the provisions of Regulation 23 of the Listing
Regulations, the Company has adopted a policy on Related Party Transactions and the same
has been uploaded on its website viz. www.remsons.com/content/pdf/policies/
related-party-transaction-policy.pdf.
31. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details as required
under Section 197 of the Act 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 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.
Further in terms of Section 136 of the Act, this report and the Financial Statements 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
Compliance Officer of the Company and the same will be furnished on request.
32. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirement of clause (m) of subsection (3) of
Section 134 of the Act regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo, read with Rule 8 of the Companies (Accounts) Rules is given
in Annexure - IV and forms part of this report.
33. CORPORATE SOCIAL RESPONSIBILITY
The details of the CSR initiatives taken by the Company as per the
provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are
given in Annexure - V, which forms part of this report.
34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE ACT:
The details of loans or guarantees given or investments made by the
Company under the provisions of Section 186 of the Act are given under Notes to Accounts
on the Financial Statements for the financial year ended 31st March, 2023,
forming part of this report.
35. 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.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE 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 to which these Financial
Statements relate and the date of this report.
37. 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
financial year under review.
38. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:
As per the legal opinion obtained, by virtue of exemptions provided
under Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance
viz. Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to
(i) and (t) of sub regulation (2) of Regulation 46 and para C, D and E of Schedule V of
the Listing Regulations are not applicable to the Company. However, as opined by the Stock
Exchanges, the Company decided to comply with the said provisions as its commitment
towards good corporate governance, as always.
Hence, pursuant to the provisions of Regulation 34(3) read with
Schedule V of the Listing Regulations, the following have been made part of the Annual
Report and are annexed to this report:
- Management Discussion and Analysis Report;
- Corporate Governance Report;
- Declaration on compliance with Code of Conduct;
- Certificate from Practicing Company Secretary that none of the
directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as directors of companies; and
- Practicing Company Secretaries' Certificate regarding compliance
of conditions of Corporate Governance.
39. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT:
The Company does not have any of its securities lying in demat suspense
account / unclaimed suspense account
/ Suspense Escrow account arising out of public / bonus / rights issue
/ expiration of period of 120 days from date of issuance of ‘Letter of
Confirmation' by the RTA in terms of SEBI Circular No. SEBI/LAD-NRO/GN/2022/66 dated
24th January, 2022 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated 25th January, 2022 in matters w.r.t. issue of
duplicate securities certificate; claim from unclaimed suspense account; renewal /
exchange of securities certificate; endorsement; sub-division / splitting of securities
certificate; consolidation of securities certificates / folios; transmission and
transposition received from the shareholder / claimant. Hence, providing particulars
relating to aggregate number of shareholders and outstanding securities in suspense
account and other related matters are not required.
40. 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
has 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. The Company has constituted an Internal
Committee as required under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review,
one complaint was filed before the said Committee and the same was resolved. No complaint
was pending at the beginning or end of the financial year under review.
41. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the financial year under review, no application was made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016
nor any such proceeding was pending at the end of the financial year under review.
42. VALUATION OF ASSETS:
During the financial year under review, there was no instance of
one-time settlement of loans / financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
43. 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
of the Company and look forward to their continued contribution and support.
For and on behalf of the Board of Directors of
Remsons Industries Limited
Krishna Kejriwal
Chairman & Managing Director DIN: 00513788
Annexure - I
Form No. AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
Subsidiaries / Associate companies / Joint Ventures
Part "A": Subsidiaries
(Rs. in Lakh)
Sr. No. |
1 |
2 |
3 |
Name of the Subsidiary |
Remsons Holdings Ltd |
Remsons Automotive Ltd.
(earlier known as Magal Automotive Ltd.) |
Remsons Properties Ltd.
(earlier known as Woolford Properties Ltd.) |
The date since when subsidiary
was acquired |
21st August, 2020 |
26th August, 2020 |
21st October, 2020 |
Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
Not Applicable |
Not Applicable |
Not Applicable |
Reporting Currency and
Exchange rate as on the last date of the relevant Financial year in the case of foreign
subsidiaries |
GBP 1 GBP 100.23 INR |
GBP 1 GBP 100.23 INR |
GBP 1 GBP 100.23 INR |
| Share Capital |
1891.45 |
497.75 |
319.52 |
| Reserves and Surplus |
-102.39 |
343.94 |
1039.64 |
| Total Assets |
3525.21 |
4412.12 |
1493.25 |
| Total Liabilities |
3525.21 |
4412.12 |
1493.25 |
| Investments |
1889.20 |
- |
- |
| Turnover |
- |
7454.42 |
- |
| Profit /(Loss) before taxation |
-89.90 |
260.07 |
- |
| Provision for taxation |
- |
32.60 |
- |
| Profit /(Loss) after taxation |
-89.90 |
227.47 |
- |
| Proposed Dividend |
- |
- |
- |
Extent of shareholding (in
percentage) |
100% |
Step down subsidiary of the
Company (100% shares held by Remsons Holding Ltd., subsidiary of the Company) |
Step down subsidiary of the
Company (100% shares held by Remsons Holding Ltd., subsidiary of the Company) |
1. Names of subsidiaries which are yet to commence operations: NIL
2. Names of subsidiaries which have been liquidated or sold during the
year: NIL
Part "B": Associates and Joint Ventures
Not applicable as the Company does not have any associate and joint
venture
|
|
For and on behalf of the Board of Directors |
|
|
of Remsons Industries Limited |
|
Krishna Kejriwal |
Amit Srivastava |
|
Chairman & Managing Director |
Chief Executive Officer |
Place: Mumbai |
Debendra Panda |
Rohit Darji |
Date: 8th August, 2023 |
Chief Financial Officer |
Company Secretary |
To,
The Members,
Remsons Industries Limited
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Remsons
Industries Limited (hereinafter called ‘the Company'). The Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluation of the
corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended 31st March, 2023
(‘Audit period') complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns
filed, and other records maintained by the Company for the financial year ended 31st
March, 2023 according to the provisions of:
a) The Companies Act, 2013 (‘the Act') and the rules made
thereunder;
b) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
c) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
d) Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings (not applicable to the Company during the Audit Period);
e) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):
(i) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(ii) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(iii) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018
(not applicable to the Company during the Audit Period);
(iv) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (not applicable to the Company during the
Audit Period);
(v) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (not applicable to the Company during the
Audit Period);
(vi) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(vii) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 (not applicable to the Company during the Audit Period);
(viii) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018 (not applicable to the Company during the Audit Period); and
(ix) The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
f) As informed and certified by the management of the Company, there
are no laws that are specifically applicable to the business activities carried on by the
Company based on its section / industry.
I have also examined compliance with the applicable clauses of the
Secretarial Standards (SS – 1 and SS – 2) issued by The Institute of Company
Secretaries of India.
During the Audit period, the Company has generally complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above, except
as stated below :
1. Delay in filing of some e-forms with Registrar of Companies
(RoC), Mumbai, Maharashtra; and
2. As required under Regulation 17(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board of Directors did not have at least half of the independent
directors as its members during the period from 1st October, 2021 to 11th
May, 2022.
I further report that
Subject to our observation as stated above regarding not having at
least half of independent directors on the Board as required under Regulation 17(1)(b) of
the Listing Regulations, the Board of Directors of the Company is constituted with the
combination of Executive, Non-Executive and Independent Directors. The changes in the
composition of the Board of Directors that took place during the Audit period were carried
out in compliance with the provisions of the Act.
Adequate notices were given to all directors and members to schedule
the Board and Committee meetings respectively; agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meetings.
All decisions at Board and Committee meetings were taken unanimously as
recorded in the minutes of the respective meetings.
I further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the Audit period there was no specific
event or action in pursuance of the above referred laws, rules, regulations, guidelines,
standards, etc. having a major bearing on the Company's affairs.
|
For M Baldeva Associates |
|
Company Secretaries |
|
CS Manish Baldeva |
|
Proprietor |
|
M. No. FCS 6180; C. P. No. 11062 |
Place: Thane |
Peer Review No. 1436/2021 |
Date: 8th August, 2023 |
UDIN: F006180E000765103 |
To,
The Members,
Remsons Industries Limited
My report of even date is to read along with this letter.
1. Maintenance of secretarial records is responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed, provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Account of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulation, standards is the responsibility of management. My examination was
limited to the verification of procedures on the test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
|
For M Baldeva Associates |
|
Company Secretaries |
|
CS Manish Baldeva |
|
Proprietor |
|
M. No. FCS 6180; C. P. No. 11062 |
Place: Thane |
Peer Review No. 1436/2021 |
Date: 8th August, 2023 |
UDIN: F006180E000765103 |
Details of the ratio of remuneration of each director to the median
employee's remuneration
(i)The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the
Sr. No. Financial
year: Name of the Directors |
Ratio of remuneration to
the median remuneration of the employees |
| 1. Mr. Krishna Kejriwal, Chairman &
Managing Director |
8.81: 1 |
| 2. Mrs. Chand Kejriwal, Whole Time Director |
5.07: 1 |
| 3. Mr. Rahul Kejriwal, Whole Time Director |
13.26: 1 |
(ii)The percentage increase in remuneration of each director, CFO ,
CEO, Company Secretary or Manager, if any, in the
Sr. No. Financial
year: Name of the Directors |
% Increase over last F.Y. |
| 1. Mr. Krishna Kejriwal, Chairman &
Managing Director |
- |
| 2. Mrs. Chand Kejriwal, Whole Time Director |
- |
| 3. Mr. Rahul Kejriwal, Whole Time Director |
- |
| 4. Mr. Amit Srivastava, Chief Executive
Officer |
12.00 |
| 5. Mr. Rohit Darji, Company Secretary and
Compliance Officer |
6.00 |
(iii) The percentage increase
in the median remuneration of employees in the financial year |
6.00% |
| (iv) The number of permanent employees on the
rolls of the company |
246 |
(v) Average percentile
increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration. |
Average increase in
Managerial Remuneration is 4.00% as compared to the other employees which is 6.00%. |
(vi) I hereby confirm that the
remuneration is as per the remuneration policy recommended by Committee of the Company and
adopted by the Company |
Nomination and Remuneration |
For and on behalf of the Board of Directors of Remsons Industries
Limited
Krishna Kejriwal
Place: Mumbai Chairman & Managing Director
Date: 8th August, 2023 DIN: 00513788
1 Details of Conservation of energy, technology absorption, foreign
exchange earnings and outgo
A Conservation of energy |
|
(i) The steps taken or impact
on conservation of energy |
Conservation of energy
continues to receive increased emphasis and steps are being taken to reduce the
consumption of energy at all levels. The Company has taken steps to conserve energy in its
office use consequent to which energy consumption had been minimized. The measures taken
above have helped in reducing electrical energy and fuel cost and would continue to help
in reducing the energy cost in the months to come. |
(ii) The steps taken by the
company for utilizing alternative sources of energy |
The Company continues its
efforts to utilise alternate sources of energy at plants and office locations. The Company
has signed Power Purchase Agreement for Rooftop Solar Power Project with BE Onsite Energy
Private Limited to installed solar rooftop with 431 KWP at in Pune plant. This total
installed capacity generated 4,90,000 units in a year. |
(iii) The capital investment
on energy conservation equipments |
Nil |
B Technology Absorption |
|
(i) the efforts made towards
technology absorption |
The Company realized that the major
drawbacks for Technology Absorption is |
| • Lack of strategy and structure to
aggregate technologies ; |
| • Largely isolated effort in technology
generation; and |
| • 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. Along with this, the Company has formed a core team of
engineers to concentrate on Future Technologies. |
(ii) the benefits derived
like product improvement, cost reduction, product development or import substitution |
1. Saving on Labour Cost;
2. Saving on Raw Material, Energy and other expenses.
3. Quality Improvement of finished goods. |
(iii) in case of imported
technology (imported during the last 3 years reckoned from the beginning of the financial
year): |
Nil |
(iv) the expenditure incurred
on Research and Development |
Nil |
C Foreign exchange earnings and outgo |
|
| (i) The foreign exchange earned (actual
inflows) |
Rs. 3276.42 Lakh (Previous year 3258.92
Lakh) |
| (ii) The foreign exchange outgo (actual
outflows) |
Rs. 582.65 Lakh (Previous year 548.69 Lakh) |
For and on behalf of the Board of Directors of Remsons Industries
Limited
Krishna Kejriwal
Place: Mumbai Chairman & Managing Director
Date: 8th August, 2023 DIN: 00513788
Annexure - v
Annual Report on Corporate Social Responsibility
Activities for the Financial Year 2022-23
1. Brief outline on CSR Policy of the Company:
The Company aims at spending a defined portion of its net profit for
the betterment of society through:
i. Contribution to the society at large by way of social and cultural
development, imparting education, training and social awareness, especially with regards
to the economically backward classes.
ii. Protection and safeguarding of the environment and maintaining an
ecological balance.
2. Composition of CSR Committee:
In terms of the provisions of Section 135(9) of the Act, the CSR
Committee of the Company was dissolved w.e.f. 14th February, 2022 and the
functions of the Committee are discharged by the Board of Directors of the Company.
3. Provide the web-link(s) where composition of CSR committee,
CSR Policy and CSR projects approved by the board are disclosed on the website of the
company:
www.remsons.com/content/pdf/policies/corporate-social-responsibility-policy.pdf
and
www.remsons.com/content/pdf/corporate-governance/details-of-csr-projects-and-activities.pdf
4. Provide the executive summary with web-link(s) of Impact
assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable:
The Company is not required to carry out the Impact Assessment of
it's CSR projects in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 as the said rule is not applicable to Company.
5. (a) Average net profit of the Company as per sub-section (5) of
Section 135: Rs. 606.98 Lakh
(b) Two percent of average net profit of the Company as per sub-section
(5) of Section 135: Rs. 12.14 Lakh (c) Surplus arising out of the CSR projects or
programmes or activities of the previous financial years: Nil (d) Amount required to be
set-off for the financial year, if any: Nil (e) Total CSR obligation for the financial
year [(b)+(c)-(d)]: Rs. 12.14 Lakh
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): Rs. 12.50 Lakh (b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount
spent for the Financial Year [(a)+(b)+(c)]: Rs. 12.50 Lakh (e) CSR amount spent or unspent
for the financial year:
Total Amount Spent for the
Financial Year (Rs. in Lakh) |
Total Amount
transferred to Unspent CSR Account as per sub-section (6) of Section 135 |
Amount
Unspent (Rs. in Lakh) Amount transferred to any fund specified under Schedule VII
as per second proviso to sub-section (5) of Section 135 |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
| 12.50 |
Nil |
Not Applicable |
- |
Nil |
Not Applicable |
(f) Excess amount for set off, if any:
Sl. No. Particulars |
Amount (Rs. in Lakh) |
(1) (2) |
(3) |
(i) Two percent of average net
profit of the Company as per sub-section (5) of Section 135 |
12.14 |
| (ii) Total amount spent for the Financial
Year |
12.50 |
| (iii) Excess amount spent for the financial
year [(ii)-(i)] |
0.36 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
Not Applicable |
| (v) Amount available for set off in
succeeding financial years [(iii)-(iv)] |
0.36* |
* The Company has spent in excess of the mandatory requirement under
the Companies Act, 2013, but the same is not proposed to be carried for set off in
succeeding financial years.
7. Details of Unspent Corporate Social Responsibility amount for
the preceding three financial years:
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
Sr. No |
Preceding Financial
year(s) |
Amount transferred to
Unspent CSR Account under sub-section (6) of Section 135 (Rs. in Lakh) |
Balance Amount in Unspent
CSR Account under sub- section (6) of section 135 (Rs. in Lakh) |
Amount spent in the
Financial Year (Rs. in Lakh) |
Amount transferred to a
fund as specified under Schedule VII as per second proviso to sub-section (5) of Section
135, if any Amount Date of (Rs. in transfer lakh) |
Amount remaining to be
spent in succeeding financial years (Rs. in lakh) |
Deficiency, if any |
|
|
|
|
Not Applicable |
|
|
8. Whether any capital assets have been created or acquired
through Corporate Social Responsibility amount spent in the Financial Year
Yes
v No
If yes, enter the number of capital assets created / acquired:
Furnish the details relating to the asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the financial year: Not
Applicable
Sl. No. Short particulars
of the property or asset(s) [including complete address and location of the property] |
Pincode of the property
or asset(s) |
Date of creation |
Amount of CSR amount
spent |
Details of
entity / Authority / beneficiary of the registered owner |
(1) (2) |
(3) |
(4) |
(5) |
(6) |
|
|
|
|
CSR Registration Name
Number, if applicable |
Registered address |
Not Applicable |
9. Specify the reason(s), if the Company has failed to spend two
per cent of the average net profit as per sub-section 5 of Section 135(5): Not
Applicable
|
For and on behalf of the Board of Directors |
|
of Remsons Industries Limited |
|
Krishna Kejriwal |
Place: Mumbai |
Chairman & Managing Director |
Date: 8th August, 2023 |
DIN: 00513788 |
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