Directors Report of Remsons Industries Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 53^rd Annual Report of the Company together with the Audited
Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the financial year ended 31^st March 2025 is summarized below:

Particulars	Standalone		Consolidated
	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024
Revenue from operations and Other Income (Net)	28,198.04	25,946.29	37,985.69	31,556.50
Profit before interest, Depreciation, tax and extra ordinary items	2,805.85	2,568.50	4,062.93	3,443.82
Less: (i) Financial expenses	487.87 906.74	555.39	639.97 1,167.51	680.43
(ii) Depreciation/ Amortization		779.89		1,100.77
Profit / (Loss) before exceptional items & tax	1411.24	1,233.22	2,255.45	1,662.62
Add: Exceptional Items	90.19	(38.49)	(10.65)	(38.49)
Profit / (Loss) before tax	1,501.43	1,194.73	2,244.80	1,624.12
Less: Tax-Provision:	351.70 41.89		512.05 36.50
- Current Tax		315.40		324.06
- Deferred tax Liabilities / (Assets)		(5.65)		(31.89)
Net Profit / (Loss)	1,107.84	884.98	1,696.24	1,331.96
Less: Share of minority interest	1,107.84 (314.99) 792.85	-	259.40 1,436.84 99.42 1,536.26	-
Net Profit / (Loss) After Tax		884.98 13.20		1,331.96 71.96
Other Comprehensive Income
Total Comprehensive Income for the year		898.18		1,403.92

2. AUTOMOBILE INDUSTRY SCENARIO:

India enjoys a strong position in the global heavy
vehicles market as it is the largest tractor producer,
second-largest bus manufacturer and third-largest
heavy truck manufacturer in the world. India’s
automobile sector is split into four segments i.e.
two-wheelers, three-wheelers, passenger vehicles
and commercial vehicles, each having a few market
leaders. Two-wheelers and passenger vehicles
dominate the domestic demand.

In terms of market size, the Indian passenger car
market was valued at US$ 32.70 billion in FY21, and
it is expected to reach a value of US$ 54.84 billion by
FY27 while registering a CAGR of over 9% between
2022-27. The global EV market was estimated at
approximately US$ 250 billion in FY21 and by FY28 it
is projected to grow by 5 times to US$ 1,318 billion.

3. OPERATIONS:

India has a strong market in terms of domestic
demand and exports. India''s electric vehicle market
is anticipated to expand at a CAGR of28.52% to attain
H 1,54,896 Crore (US$ 18.32 billion) by CY29 from
H 44,135 Crore (US$ 5.22 billion) in CY24. In March
2025, the total production of passenger vehicles,
three-wheelers, two-wheelers, and quadricycles
was 24,76,915 units.

During FY25, the total production of passenger
vehicles, commercial vehicles, three-wheelers, two-
wheelers, and quadricycles was 3,10,34,174 units.
India accomplished a significant milestone, with the
sale of more than 20 Lakh Electric Vehicles in FY25.

During the financial year under review, on
standalone basis, the Company generated
total revenue of H 28,198.04 Lakh (previous year

H 25,946.29 Lakh) and Net profit (after tax) earned was H 1,107.84 Lakh (previous year H 884.98 Lakh). During the
financial year under review, on consolidated basis, the Company has generated total revenue of H 37,985.69
Lakh (previous year H 31,556.50 Lakh) and earned Net profit (after tax) of H 1,436.84 Lakh (previous year
H 1,331.96 Lakh)

4. EXPORTS:

During the financial year under review, exports were at H 4,546.97 Lakh as compared to H 4,488.16 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	Amount	Rating	Rating
Long - Term Scale)	(H in Lakh)		Assigned on
Cash Credit
State Bank of India	2,700.00	[ICRA]BBB (Stable)	13th June, 2025
Overdraft
Standard Chartered Bank	800.00	[ICRA]BBB (Stable)	13th June, 2025
Term Loans
State Bank of India	24.00	[ICRA]BBB (Stable)	13th June, 2025
IndusInd Bank Limited	1,250.00	[ICRA]BBB (Stable)	13th June, 2025
Vivriti Capital Limited	2,000.00	[ICRA]BBB (Stable)	13th June, 2025
Total	6,774.00

Details of Bank Limits Rated by ICRA	Amount	Rating	Rating
(on Short - Term Scale)	(J in Lakh)		Assigned on
Invoice Discounting
Kotak Mahindra Bank Limited	1,500.00	[ICRA]A2	13th June, 2025
LC Limit
Standard Chartered Bank	130.00	[ICRA]A2	13th June, 2025
Bank Guarantee
Standard Chartered Bank	70.00	[ICRA]A2	13th June, 2025
Derivative/Forward Contracts
State Bank of India	100.00	[ICRA]A2	13th June, 2025
Unallocated Limits	108.00	[ICRA]A2	13th June, 2025
Total	1,908.00
Grand Total	8,682.00

6. DIVIDEND AND TRANSFER TO RESERVES:

Your directors have pleasure in recommending
payment of dividend of H 0.30 per Equity Share (15%)
having face value of H 2/- each (previous year H 0.30
per Equity Share (15%) having face value of H 2/- each)
for the financial year ended 31^st March, 2025. This will
absorb total cash outflow of H 104.64 Lakh (previous
year H 104.64 Lakh). The dividend, if approved, will be
paid to those members whose names shall appear
on the Register of Members / List of Beneficial
Owner on Friday, 12^th September, 2025.

During the financial year under review, the Company
has not transferred any amount to reserves.

7. SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was
no change in share capital of the Company.

The Company sub-divided nominal value of its
Equity Shares from H 10/- (Rupees Ten only) each
per Equity Share to H 2/- (Rupees Two only) each and
consequently altered Clause V - Capital Clause of
its Memorandum of Association by passing Special
Resolution thereof in the Extra-ordinary General
Meeting of its members held on 29^th March, 2024.
The sub-divided equity shares having nominal value
of H 2/- (Rupees Two only) each were credited to the
demat accounts / share certificates were issued to
the shareholders holding shares as on 5^th July, 2024,
the Record date fixed for the purpose.

As on 31^st March, 2025, the Authorized Share Capital
of the Company stood at H 12,00,00,000/- (Rupees
Twelve Crore only) divided into 6,00,00,000 (Six
Crore) Equity Shares of H 2/- (Rupees Two) each and
the issued, subscribed and paid-up share capital
of the Company stood at H 6,97,57,570/- (Rupees Six
Crore Ninety Seven Lakh Fifty Seven Thousand Five

Hundred and Seventy only) divided into 3,48,78,785
(Three Crore Forty Eight Lakh Seventy Eight
Thousand Seven Hundred and Eighty Five) Equity
Shares of H 2/- (Rupees Two 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. 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 except the following:

The Board of Directors of the Company, in its
meeting held on 9^th April, 2025, approved acquisition
of 51.01% stake in Astro Motors Private Limited
(“Astro Motors”) in following manner:

a. By subscribing for 62,500 (Sixty-Two Thousand
Five Hundred) new Equity Shares of H 10/-
each for cash at a price of H 1,600/- (Rupees
One Thousand Six Hundred only) per share
aggregating to H 10.00 Crore (Rupees Ten
Crore only) to be issued and allotted on
preferential basis; and

b. By acquiring 26,400 Equity Shares of H 10/-
each from the existing promoters of Astro
Motors, consideration to be paid by issue and
allotment of 3,19,994 (Three Lakh Nineteen
Thousand Nine Hundred Ninety-Four) new
Equity Shares of H 2/- (Rupees Two only) each
of the Company to be issued on preferential
basis at a price of H 132/- (Rupees One Hundred
Thirty-Two only) per share.

The aforesaid issue and allotment of 3,19,994 new
Equity Shares of H 2/- (Rupees Two only) each of
the Company at a price of H 132/- per share on
preferential basis was approved by the members
of the Company in their 01/2025-26 Extra Ordinary
General Meeting held on 6^th May, 2025.

However, the Board of Directors, at its meeting
held on 4^th August, 2025, decided to cancel the
acquisition of 26,400 Equity Shares of H 10/- each
from the existing promoters of Astro Motors
consideration to be paid by issue and allotment of

3,19,994 new Equity Shares of H 2/- each, due to delay
in setting up of the assembly line.

After cancellation of acquisition of 26,400 Equity
Shares of H 10/- each and investment made for
62,500 Equity Shares aggregating to H 10.00 Crore
as aforesaid, the Company holds 35.86% Equity
Shares of Astro Motors. Accordingly, Astro Motors
has become Associate of the Company.

10. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES:

The Company and Daiichi Infotainment Systems
Private Limited, incorporated a Joint Venture
Company viz. ‘Daiichi Remsons Electronics Private
Limited’, having Corporate Identity Number (CIN):
U32204PN2024PTC230535 on 28^th April, 2024, with a
capital ratio of 50:50 respectively, with the Registrar
of Companies, Pune, Maharashtra.

The Company entered into a Joint Venture
Agreement on 14^th February, 2024 (‘JV Agreement’)
with Uni Automation (India) Private Limited, and
its promoters viz. Mr. Vidyadhar Mahajan and
Mr. Niranjan Mahajan, to acquire automotive
sensor business of Uni Automation (I) Pvt. Ltd. In
terms of the said JV Agreement, Mr. Vidyadhar
Mahajan and Mr. Niranjan Mahajan incorporated
a company viz. ‘Remsons- Uni Autonics Private
Limited’, having Corporate Identity Number (CIN):
U29304MH2024PTC422366 on 28^th March, 2024 with
the Registrar of Companies, Mumbai, Maharashtra.

Further, as per the terms of said JV Agreement, the
Company acquired 5,500 (55%) Equity Shares of
H 10/- each of Remsons-Uni Autonics Private
Limited from Mr. Vidyadhar Mahajan and
Mr. Niranjan Mahajan. Consequently, Remsons-Uni
Autonics Private Limited became subsidiary of the
Company w.e.f. 2^nd May, 2024.

Remsons Holding Ltd., wholly owned subsidiary
of the Company acquired 51% shareholding in
BEE Lighting Ltd. pursuant to the Share Purchase
and Share Holders Agreement dated 18^th October
2024. Consequently, the BEE Lighting Ltd. became
stepdown subsidiary of the Company w.e.f.
18^th October, 2024.

As on 31^st March, 2025, the Company had one
Indian subsidiary viz. Remsons-Uni Autonics Private
Limited, one foreign wholly owned subsidiary viz.
Remsons Holding Ltd., UK, three foreign step-
down subsidiaries viz. Remsons Properties Ltd.
(earlier known as “Woolford Properties Ltd.”), UK,
Remsons Automotive Ltd. (formerly known as
“Magal Automotive Ltd.”),UK and Bee Lighting Ltd,
UK and two Joint ventures viz. Aircom Remsons
Automotive Pvt. Ltd. and Daiichi Remsons
Electronics Private Limited.

None of the subsidiary companies are 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 Companies Act 2013 (Act), a statement
containing salient features of the financial
statements of said subsidiaries and joint
venture 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 aforesaid subsidiary
companies are also made available on the website
of the Company viz. www.remsons.com.

Further, the Company incorporated subsidiary
company, namely, Remsons Edge Technologies
Private Limited on 28^th May, 2025 having Corporate
Identity Number (CIN): U30201MH2025PTC449363
to engage in the business of manufacturing of
Brake Slack Adjuster, Air Brake components of
Wagons, Defense Brake and Steering Systems for
Battel Vehicle Industries and subscribed for 51%
stake i.e. 76,500 Equity Shares of H 10/- each.

The Company made investment of H 10.00 Crore in
Astro Motors Private Limited for acquiring 35.86%
stakes. Consequently, Astro Motors Private Limited
has become associate of the Company w.e.f.
9^th April, 2025.

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-Uni Autonics
Private Limited, subsidiary Company, Remsons
Holding Ltd., UK, wholly owned subsidiary, Remsons
Properties Ltd. (formerly known as “Woolford
Properties Ltd.”), UK, Remsons Automotive Ltd.
(formerly known as “Magal Automotive Ltd.”), UK,
and Bee Lighting Ltd, UK, step down subsidiaries of
the Company, Aircom Remsons Automotive Pvt. Ltd.
and Daiichi Remsons Electronics Private Limited,
Joint ventures 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. 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 Act, read with the Companies (Acceptance of
Deposits) Rules, 2014.

13. 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 2025-26.

14. ANNUAL RETURN:

As required under Section 92(3) read with 134(3)(a) of
the Act, the copy of Annual Return as on 31^st March,
2025 will be placed on the Company’s website and
can be accessed at www.remsons.com.

15. 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,
Mrs. Chand Kejriwal (DIN: 00513737), Director
of the Company, retires by rotation at the
ensuing 53^rd Annual General Meeting (“AGM”)
of the Company and being eligible, has offered
herself for re-appointment and your Board
recommends her re-appointment.

b) Appointment / Re-appointment:

In terms of provisions of Section 152(6) of the
Act, Mr. Rahul Kejriwal (DIN: 00513777), who
retired by rotation at previous 52^nd AGM of
the Company held on 20^th September, 2024,
was re-appointed as director of the Company.
Further, he was re-appointed as Whole Time
Director of the Company for a period of 5 (five)
years w.e.f. 1^st June, 2025, subject to approval of
the members of the Company. The approval
of members of the company is being sought
through Postal Ballot Process, resulty which will
be declared on 30th August, 2025

c) Cessation:

During the financial year under review, no
director or Key Managerial Personnel resigned/
ceased from the services of the Company.

d) Declaration from Independent Directors:

The Company has received necessary
declarations 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
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 possess
relevant expertise and experience and are
independent of the management.

e) Number of Directors

As per Regulation 17(1) of the Listing Regulations,
the Company is required to appoint minimum
6 (six) directors including one woman director
on its Board out of them half of the Board
should consist of independent directors.

As on the date of this report, your Company
has 7 (seven) directors consisting of four
Independent Directors including one woman
Director and three Executive Directors,
including one more women Director,
complying with aforesaid requirement.

f) Annual evaluation of performance by
the Board:

In terms of applicable provisions of Section
149 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
Nomination and Remuneration Committee
including the Chairman of the Company
was carried out by the Board. The Board has
evaluated the performance of each Executive,
Non-Executive and Independent Directors
considering the business of the Company
and the expectations that the Board has from
each one of them.

The evaluation framework for assessing the
performance of directors comprises of the
following key areas:

i. Attendance at the Board and
Committee meetings;

ii. Quality of contribution to
Board deliberations;

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

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

Taking into account the views of Executive
Directors and Non-Executive Directors, the
Independent Directors, in their separate
meeting, evaluated the performance of non¬
independent directors, the Board as a whole
and Chairman of the Company, and found
their performance satisfactory.

g) Key Managerial Personnel (KMP):

The details of Key Managerial Personnel of the
Company as on 31^st March, 2025 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 Directors or
KMP were appointed or retired or resigned
during the financial year under review.

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 notices 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, as
permitted by law and are noted in the next 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 8 (eight) times as per details given below:

Sr. No.		Total Number of	Attendance
	Date of meeting	directors as on the date of meeting	Number of % of attendance directors attended
1.	02.05.2024	7	7	100.00
2.	28.05.2024	7	7	100.00
3.	14.08.2024	7	7	100.00
4.	04.10.2024	7	7	100.00
5.	12.11.2024	7	7	100.00
6.	02.01.2025	7	5	71.43
7.	07.02.2025	7	7	100.00
8.	25.02.2025	7	5	71.43

The intervening gap between two consecutive
meetings was within the period prescribed under
the Act and the Listing Regulations.

17. 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 31^st March, 2025 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.

18. 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 7^th February, 2025 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.

19. COMMITTEES OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted 3 (three)
committees of the Board, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee; and

III. Stakeholders’ Relationship Committee.

Details of the Committees along with their charters, composition, meetings held during the financial year under
review are provided in the report on Corporate Governance forming part of this Report.

The details of meetings of various committees and attendance thereat are given below:

Sr. No.	Type of Meeting	Date of meeting	Total Number of Members as on the date of meeting	Attendance Number of % of members attendance attended
1.	Audit Committee	28.05.2024	4	4	100.00
2.		14.08.2024	4	4	100.00
3.		12.11.2024	4	4	100.00
4.		07.02.2025	4	4	100.00
5.	Nomination and Remuneration Committee	14.08.2024	4	4	100.00
6.	Stakeholders’ Relationship Committee	28.05.2024	4	4	100.00
7.		14.08.2024	4	4	100.00
8.		12.11.2024	4	4	100.00
9.		07.02.2025	4	4	100.00

20. 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.

As on 31^st March, 2025, the Audit Committee
comprised of 4 (four) members viz. Mrs. Visalakshi
Sridhar, Mr. Anil Kumar Agrawal, Mr. Shishir Vasant
Dalal, Independent Directors and Mr. Krishna
Kejriwal, Chairman and Managing Director as its
members. Mrs. Visalakshi Sridhar is Chairperson
of the Audit Committee. 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.

21. 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.

22. 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
meetings of the 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.

23. VIGIL MECHANISM / WHISTLE BLOWER
POLICY:

Pursuant to the provisions of Section 177 of the Act
and Regulation 22 of the Listing Regulations, 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 of
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-policv.pdf

24. PARTICULARS OF EMPLOYEES AND
MANAGERIAL REMUNERATION:

a) 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 Annual Report as Annexure - II and
forms part of this report.

b) 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 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.

c) Information under the Sexual Harassment 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. The Company has
constituted an Internal Committee as required
under Section 4 of the Act. During the financial
year under review, no complaint was filed
before the said Committee. No complaint
was pending at the beginning or end of the
financial year under review.

d) Compliance with the provisions of Maternity
Benefit Act, 1961:

The Company has devised proper systems
to ensure compliance with the provisions of
the Maternity Benefit Act, 1961. Your Directors
confirm that the Company has complied with
the said provisions during the financial year
under review, wherever required.

e) Number of employees as on the closure of
financial year ended 31^st March, 2025:

Female	: 22
Male	: 227
Transgender	: 0

25. 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 50^th
AGM held on 28^th September, 2022 appointed M/s.
Kanu Doshi Associates LLP, Chartered Accountants,
Mumbai (Firm Registration No.: 104746W / W10096)
as Statutory Auditors of the Company for a term of
5 (five) consecutive years, accordingly they will hold
office as such till the conclusion of the 55^th Annual
General Meeting of the Company to be held for the
financial year ending 31^st 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.

26. 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 31^st March,
2025 do not contain any qualifications, reservation
or adverse remarks.

27. SECRETARIAL AUDIT:

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,
Mumbai (M. No.: FCS 6180 /COP No.: 11062) were
appointed as Secretarial Auditors of the Company to
undertake Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Audit Report
for the said financial year is appended to this report
as Annexure - III and forms part of this report.

With respect to observation made by the Secretarial
Auditors in their Report regarding delay in filing
of some e-forms with the Registrar of Companies,
your directors would like to mention that the delay
in filing of such e-forms was inadvertent.

Further, pursuant to the provisions ofRegulation 24A
of Listing Regulations as amended vide Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment)
Regulations, 2024 dated 13^th December, 2024, upon
recommendation made by the Audit Committee,
the Board of Directors has appointed M/s. M Baldeva
Associates, Company Secretaries, Mumbai as
Secretarial Auditors of the Company for a term of 5
(five) consecutive years commencing from financial
year 2025-26 till financial year 2029-30, subject to
approval of shareholders at the ensueing Annual
General Meeting. A resolution seeking approval
of the members for appointment of Secretarial
Auditors is provided in the Notice of the ensuing
53^rd AGM of the Company.

28. 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, appointed M/s. H A M &

Co., Chartered Accountants, Mumbai 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 internal audit reports, the management
undertakes corrective actions in respective areas
and thereby strengthens the controls.

29. REPORTING OF FRAUD BY AUDITORS

None of the Auditors have reported any fraud as
specified under Section 143(12) of the Act.

30. INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has in place proper and adequate
internal control systems commensurate with
the nature, 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.

31. COST RECORDS:

During the financial year under review, the
Company was not required to maintain cost records
for any of it’s products as required under Section
148(1) of the Act.

32. 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
monitor 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.

33. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts / arrangements / transactions entered
into 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
31^st March, 2025.

The related party transactions entered into during
the financial year under review by your Company
were not material in terms of provisions of Section
188 of the Companies Act, 2013, accordingly, the
disclosure of material related party transactions as
required under Section 134(3) of the Act and Rule
8 of the Companies (Accounts) Rules, 2014 in Form
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-
partv-transaction-policv.pdf.

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

The information in terms of requirement of clause (m)
of sub-section (3) of Section 134 of the Act read with
Rule 8 of the Companies (Accounts) Rules regarding
conservation of energy, technology absorption and
foreign exchange earnings and outgo, is given in
Annexure - IV and forms part of this report.

35. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR activities undertaken by the
Company as per the provisions of Rule 8 of the
Companies (Corporate Social Responsibility) Rules,
2014 are given in Annexure - V, and forms part
of this report.

36. 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
31^st March, 2025, forming part of this report.

37. 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:

During the financial year under review, no
significant or material order was passed by any
regulator or court or tribunal, which may impact

the going concern status of the Company or will
have bearing on Company’s operations in future.

38. 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.

39. REPORT ON CORPORATE GOVERNANCE
AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

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 director
of company; and

- Practicing Company Secretaries’ Certificate
regarding compliance of conditions of
Corporate Governance.

40. 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 25^th January, 2022 read with
SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/
CIR/2024/37 dated 7^th May, 2024 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.

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

Place: Mumbai Chairman & Managing Director

Date: 11^th August, 2025 DIN: 00513788

---

Mar 31, 2024

Your directors take pleasure in presenting the 52^nd Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS: Particulars	Standalone Financial Year ended Financial Year ended 31st March, 2024 31st March, 2023		(H in Lakh) Consolidated Financial Year ended Financial Year ended 31st March, 2024 31st March, 2023
Revenue from operations and other income (Net)	25,946.29	26,566.04	31,571.79	31,439.54
Profit before interest, depreciation, tax and extra ordinary items	2530.01	2,196.46	3,443.82	2,753.70
Less: (i) Financial expenses	555.39	519.71	680.43	633.73
(ii) Depreciation / Amortization	779.89	619.16	1,100.77	914.38
Profit / (Loss) before exceptional items & tax	1,233.22	1,057.59	1,662.62	1,205.59
Add: Exceptional items	(38.49)	-	(38.49)	-
Profit / (Loss) before tax	1,194.73	1,057.59	1,624.13	1,205.59
Less: Tax-Provision:
- Current tax	315.40	316.72	324.06	316.72
- Deferred tax liabilities / (assets)	(5.64)	(34.68)	(31.89)	51.85
Profit / (Loss) after tax	884.98	775.56	1,331.96	837.02
Other Comprehensive Income	13.20	(8.31)	71.96	(6.25)
Total Comprehensive Income for the year	898.18	767.25	1,403.92	830.77

2. AUTOMOBILE INDUSTRY SCENARIO:

The Indian automobile industry, a cornerstone of the nation''s economy, plays a crucial role as a growth driver through its extensive backward and forward linkages. Enhanced by liberalization and strategic policy measures in recent years, the sector has become highly competitive and vibrant, leading to significant capacity expansion and jobcreation. India aims to double the size of its auto industry to INR 15 lakh crore by the end of 2024. The industry''s contribution to the National GDP has risen impressively to about 7.1% from 2.77% in 1992-93, providing over 19 million direct and indirect jobs. In the fiscal year 2024, the sector produced 28.43 million vehicles, including passenger vehicles, commercial vehicles, three-wheelers, two-wheelers, and quadricycles. Globally, India holds a prominent position, being the largest manufacturer of tractors, the second-largest of buses, and the third-largest of heavy trucks.

The Indian automobile industry delivered a strong performance, with domestic growth of 12.5% in FY24. This growth came against a backdrop of robust economic expansion, with the economy growing by 8.2% due to favorable government policies. The year also highlighted the industry''s commitment to sustainability, marked by the start of production of vehicles compliant with 20% ethanol and significant increases in electric vehicle adoption, including a 90% rise in electric passenger vehicles and a 30% growth in electric two-wheelers.

3. OPERATIONS:

India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second-largest bus manufacturer, and third-largest heavy truck manufacturer in the world. India''s annual production of automobiles in FY24 was 28.43 million vehicles. India has a strong market in terms of domestic demand and exports. In April 2024, the total production of passenger vehicles, three-wheelers, two-wheelers, and quadricycles was 2,73,68,313 units.

During the year under review, on standalone basis, the Company has generated total revenue of H 25,946.29 Lakh (previous year H 26,566.04 Lakh) and Net profit (after tax) earned was H 884.98 Lakh (previous year H 775.56 Lakh). During the year under report, on consolidated basis, the Company has generated total revenue of H 31,571.79 Lakh (previous year H 31,439.54 Lakh) and recorded a Net profit (before tax) of H 1,624.13 Lakh (previous year H 1,205.59 Lakh) as well as earned Net profit (after tax) of H 1331.96 Lakh (previous year H 837.01 Lakh).

4. EXPORTS:

During the financial year under review, exports were at H 4,488.16 Lakh as compared to H 3,178.02 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 (J 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 (on Short - Term Scale)	Amount (? 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
Unallocated Limits	881.00	[ICRA]A3	30th June, 2023
Total	2681.00
Grand Total	7682.00

6. DIVIDEND AND TRANSFER TO RESERVES:

Your directors have pleasure in recommending payment of dividend of H 0.30 per Equity Share (15%) having face value of H 2/- each (previous year H 1.50 per Equity Share (15%) having face value of H 10/- each) for the financial year ended 31^st March, 2024. This will absorb total cash outflow of H 104.64 Lakh (previous year H 85.70/- Lakh). The dividend, if approved, will be paid to those members whose names shall appear on the Register of Members / List of Beneficial Owners as on Friday, 13^th September, 2024.

During the financial year under review, the Company has not transferred any amount to reserves.

7. SHARE CAPITAL OF THE COMPANY:

During the financial year under review, the Company issued 9,92,400 Equity Shares and 2,70,000 Warrants, convertible into equivalent number of Equity Shares, on preferential basis on 18^th January, 2024 at a price of H 480/- (Rupees Four Hundred Eighty only) per Equity Share of H 10/- each (including premium of H 470/- per Equity Share). Subsequently, on 9^th February, 2024, the Company allotted 2,70,000 Equity Shares of H 10/- (Rupees Ten only) each upon conversion of said 2,70,000 Warrants issued on preferential basis on 18^th January, 2024. Consequently, the issued, subscribed and paid-up share capital of the Company has increased from H 5,71,33,570/- (Rupee Five Crore Seventy One Lakh Thirty Three Thousand Five Hundred and Seventy only) divided into 57,13,357 (Fifty Seven Lakh Thirteen Thousand Three Hundred and Fifty Seven) Equity Shares of H 10/- (Rupees Ten only) each to H 6,97,57,570/- (Rupee Six Crore Ninety Seven Lakh Fifty Seven Thousand Five Hundred and Seventy only) divided into 69,75,757 (Sixty Nine Lakh Seventy

Five Thousand Seven Hundred and Fifty Seven) Equity Shares of H 10/- (Rupees Ten only) each.

Further, the Company sub-divided nominal value of its Equity Shares from H 10/- (Rupees Ten only) only per Equity Share to H 2/- (Rupees Two only) only per Equity Share and consequently altered Clause V (Capital Clause) of its Memorandum of Association by passing Special Resolution thereof in the Extra-ordinary General Meeting of its members held on 29^th March, 2024.

As on 31^st March, 2024, the Authorized Share Capital of the Company stood at H 12,00,00,000/- (Rupees Twelve Crore only) divided into 6,00,00,000 (Six Crore) Equity Shares of H 2/- (Rupees Two) each and the issued, subscribed and paid-up share capital of the Company stood at H 6,97,57,570/- (Rupee Six Crore Ninety Seven Lakh Fifty Seven Thousand Five Hundred and Seventy only) divided into 34878785 (Three Crore Forty Eight Lakh Seventy Eight Thousand Seven Hundred and Eighty Five) Equity Shares of H 2/- (Rupees Two only) each.

The sub-divided equity shares having nominal value of H 2/-(Rupees Two only) each were credited to the demat accounts / share certificates were issued to the shareholders holding shares as on 5^th July, 2024, the Record date fixed by the Company..

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. SUBSIDIARIES, JOINT VENTURES 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 are material subsidiary within the meaning of ''material subsidiary'' as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the financial year under review, the Company and Aircom Group AG, Switzerland (through its Wholly Owned Subsidiary in India viz. Aircom Group India Private Limited), incorporated a Joint Venture Company viz. ''Aircom Remsons Automotive Private Limited'', having Corporate Identity Number (CIN): U22191HR2024PTC119590 on 7^th March, 2024, with a capital ratio of 26:74 respectively, with the Registrar of Companies, Delhi and Haryana.

The Company and Daiichi Infotainment Systems Private Limited, incorporated a Joint Venture Company viz. ''Daiichi Remsons Electronics Private Limited'', having Corporate Identity Number (CIN): U32204PN2024PTC230535 on 28^th April, 2024, with a capital ratio of 50:50 respectively, with the Registrar of Companies, Pune, Maharashtra,.

The Company entered into a Joint Venture Agreement on 14^th February, 2024 (''JV Agreement'') with Uni Automation (India) Private Limited, having its Registered Office at 318/B1/1, Shinde Wadi, Taluka-Bhor, District-Pune - 412205, Maharashtra, India and its promoters viz. Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan, to acquire automotive sensor business of Uni Automation (I) Pvt. Ltd.

In terms of the said JV Agreement, Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan incorporated a company viz. ''Remsons-Uni Autonics Private Limited'', having Corporate Identity Number (CIN): U29304MH2024PTC422366 on 28^th March, 2024 with the Registrar of Companies, Mumbai, Maharashtra. Further, as per the terms of said JV Agreement, the Company acquired 5,500 (55%) Equity Shares of H 10/- each of Remsons-Uni Autonics Private Limited from Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan. Consequently, Remsons-Uni Autonics Private Limited became subsidiary of the Company w.e.f. 2^nd May, 2024.

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.), Remsons Automotive Ltd. (earlier known as "Magal Automotive Ltd.")

and Aircom Remsons Automotive Pvt. Ltd. (JV Company) 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 aforesaid subsidiary companies are also made 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, Remsons Properties Ltd. (earlier known as "Woolford 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 forms 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 31^st March, 2024 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. Rahul Kejriwal (DIN: 00513777), Director of the Company, retires by rotation at the ensuing 52^nd Annual General Meeting ("AGM") of the Company and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

b) Appointment / Re-appointment:

Mr. Krishna Kejriwal (DIN: 00513778), who retired by rotation at previous 51^st AGM of the Company held on 15^th September, 2023, was re-appointed as director

of the Company in terms of provisions of Section 152(6) of the Act.

c) Cessation:

Mr. Paresh Bhagat, (DIN: 00107783), Independent Director of the Company ceased from the directorship of the Company with effect from closing working hours of 31^st March, 2024 upon completion of two consecutive terms of 5 (five) years each as Independent Director of the Company. The Board places on record its sincere appreciation with gratitude for the valuable contribution made by him during his tenure as Independent Director of the Company.

d) Declaration from Independent Directors:

The Company has received necessary declarations 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 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 7 (seven) directors consisting of four Independent Directors including one Woman Director and three Executive Directors.

f) Annual evaluation of performance by the Board:

In terms of applicable provisions of section 149 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 Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board has from each one of them.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance at the Board and Committee meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its 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 31^st March, 2024 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 KMP was appointed or retired or resigned during the financial year under review.

15. REMSONS EMPLOYEES STOCK OPTION SCHEME 2023

To attract and reward the talent working exclusively with the Company and to create long term wealth in the hands of employees, your Company introduced ''Remsons Employees Stock Option Scheme 2023'' (''Scheme''). However, the Company decided not to implement the said Scheme and to introduce new Scheme for the benefit of its employees in due course of time.

Hence, the disclosure as required under Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2024 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is not required to be made.

16. 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 31^st March, 2024 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.

17. 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 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 7 (seven) 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 as prescribed under the Act and the Listing Regulations.

18. 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 9^th February, 2024 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 nonexecutive 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.

19. 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.

20. 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 on 9^th February, 2024 by appointing Mr. Anil Kumar Agrawal, Independent Director as its member with effect from 1^st April, 2024.

As on 31^st March, 2024, the Audit Committee comprised of Mrs. Visalakshi Sridhar, Mr. Paresh Bhagat, Mr. Shishir Vasant Dalal, Independent Directors and Mr. Krishna Kejriwal, Chairman and Managing Director as its members. Mrs. Visalakshi Sridhar is Chairperson of the Audit Committee. 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.

21. 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.

22. 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 meetings of the 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.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant 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 of 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

24. 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 50^th AGM held on 28^th 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, accordingly they will hold office as such till the conclusion of the 55^th Annual General Meeting of the Company to be held for the financial year ending 31^st 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.

25. 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 31^st March, 2024 does not contain any qualifications, reservation or adverse remarks.

26. 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, Mumbai (M. No.: FCS 6180 /COP No.: 11062) were appointed as Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 202324. 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 observation made by the Secretarial Auditors in their Report regarding delay in filing of some e-forms with the Registrar of Companies, your directors would like to mention that the delay in filing of such e-forms was inadvertent.

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.

27. 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, appointed M/s. H A M & 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.

28. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature, 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.

29. 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.

30. 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 monitor 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.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts / arrangements / transactions entered into 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 31^st March, 2024.

No material related party transactions were entered into 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 and Rule 8 of the Companies (Accounts) Rules, 2014 in Form 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-partv-transaction-policv.pdf.

32. 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 Annual 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.

33. 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.

34. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR activities undertaken 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.

35. 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 31^st March, 2024, forming part of this report.

36. 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.

37. 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 except the following:

The Company has committed to invest H 11.06 Crore in Remsons-Uni Autonics Pvt. Ltd. (i) by acquiring 5,500 (Five Thousand Five Hundred) Equity Shares of H 10/- (Rupees Ten only) each for cash at par from its promoter shareholders and (ii) by subscribing 1,10,50,500 (One Crore Ten Lakh Fifty Thousand Five Hundred) Optionally Convertible NonCumulative Non-Participating Redeemable Preference Shares of H 10/- (Rupees Ten only) each. Consequent upon acquisition of 5,500 Equity Shares of H 10/- each as aforementioned, the Remsons-Uni Autonics Pvt. Ltd. has become subsidiary of the Company w.e.f. 2^nd May, 2024.

38. 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.

39. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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.

40. 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 24^th January, 2022 read with

SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7^th May, 2024 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.

41. 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. 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, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

42. 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.

43. 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.

44. 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.

---

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 31“ March, 2018.

1. FINANCIAL HIGHLIGHTS :

'' in Lakhs

Year ended 31“ 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. 1^st April, 2017 with a transition date of 1^st 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 31^st 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 31^st 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 42^nd Annual General Meeting held on 30^th September, 2014 and holds office upto 31^st 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 1^st April, 2019 to 31^st March, 2024.

The Board of Directors of the Company, in its meeting held on 28^th 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 1^st June, 2018, subject to approval of the shareholders at the 46^th 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 11^th August, 2018, subject to approval of the shareholders at the 46^th 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 27^th May, 2017, 26^th August, 2017, 12^th December, 2017 and 9^ti 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 27^th May, 2017, 26^th August, 2017, 12^th 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 26^th 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. 27^th May, 2017, 26^th August, 2017, 12^th December, 2017 and 9^th 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 31^st 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

http://remsons.com/%20wp-

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 45^th Annual General Meeting held on 25^th 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 45^th Annual General Meeting till the conclusion of 50^th Annual General Meeting of the Company to be held for the financial year ending 31^st 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. 7^th 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 31^st 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 31^st 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 31^st 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: 11^th August, 2018

---

Mar 31, 2016

BOARD’S REPORT To,

The Members of

REMSONS INDUSTRIES LIMITED

Your Directors hereby presents the 44^th Annual Report of your Company comprising of the Audited Financial Statements for the year ended 31^st 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 “Stable”.

DIVIDEND:

In view of inadequate profit, your directors do not recommend any dividend for the year ended 31^st 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 31^st 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 8^thApril, 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 31^st March, 2016.

The Board of Directors of the Company, in its meeting held on 1^st 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 1^st April, 2016 at remuneration as set out in the special resolutions at Item nos. 8 & 9 respectively, of the notice of 44^th Annual General Meeting of the Company.

The Board of Directors of the Company, in its meeting held on 28^ti May, 2016 appointed Mr. Sudhir Khanna (DIN: 01283599) as an Additional (Independent) Director for a period of five years with effect from 1^st 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 28^th May, 2016 appointed Mr. Rahul Kejriwal (DIN: 00513805), as an Additional Director with effect from 1^st 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 1^st June, 2016 at remuneration as set out in the special resolution at Item No.6 of the Notice of 44^th 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 11^th August, 2016 at remuneration as set out in the special resolution at Item No. 10 of the Notice of 44^th 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 44^th 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 28^t 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 28^th 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 27^ti May, 2015, 8^th August, 2015, 4^th November, 2015, 1^st December, 2016 and 17^th 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 1^st 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 31^st 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: 10^th August, 2016

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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

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Mar 31, 2014

To The Shareholders,

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

AUDITED FINANCIAL RESULTS:

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

Sales & Other Income (Net) 11265.55 10864.92

Profit before interest,

Depreciation, tax and

extra ordinary items 692.69 576.83

Less: (i) Financial expenses 240.97 281.87

(ii) Depreciation/Amortisation 228.25 227.89

Profit / (Loss) before tax 223.47 67.07

Less:Tax-Provision:

-Current Tax 45.08 13.65

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

- Mat Credit Adjustments 31.77 17.72

Profit / (Loss) after tax 147.63 38.76

Add/ (Less): Excess (Short) tax

provision of earlier years 0.97 (0.15)

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

Amount carried to Balance Sheet 1103.29 954.69

OPERATIONS:

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

DIVIDEND:

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

EXPANSION:

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

EXPORTS:

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE:

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

FIXED DEPOSITS:

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

LISTING:

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS:

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

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

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

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

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

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

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

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

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

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

AUDITORS:

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

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

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

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

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

COST AUDITORS:

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

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

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

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

a) Conservation of Energy

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

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

b) Technology Absorption

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

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

The Company realized that the major drawbacks for Technology Absorption is

the lack of strategy and structure to aggregate technologies;

largely isolated effort in technology generation;

disconnect to commercialization.

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

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

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

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

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

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

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

c) Foreign Exchange Earnings and Ontgo

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

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

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

---

Mar 31, 2013

To Shareholders,

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

FINANCIAL RESULTS

Rs.in Lacs

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

Sales & Other Income (Net) 10866.98 11566.31

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

Less : (i) Financial expenses 281.87 290.43

(ii) Depreciation 227.89 222.31

Profit / (Loss) before tax 67.07 467.03

Less: Tax-Provision:

- Current Tax 13.65 93.48

- Deferred tax liabilities (Assets) (3.06) 67.59

- Mat Credit Adjustments (17.72) (20.59)

Profit / (Loss) after tax 38.76 326.55

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

Add: Balance b/f from last year 916.08 590.37

Amount available for appropriation: 954.69 916.08

Appropriation:

Transfer to / from General Reserve 0.00 0.00

Amount carried to Balance Sheet 954.69 916.08

OPERATIONS:

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

DIVIDEND:

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

EXPANSION

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

EXPORTS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

FIXED DEPOSITS

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

LISTING

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

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

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

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

AUDITORS

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

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

COST AUDITORS

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

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

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

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

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

a) Conservation of Energy

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

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

b) Technology Absorption

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

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

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

c) Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Mumbai V.Harlalka

Dated: May 27, 2013 (Chairman)

---

Mar 31, 2010

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

FINANCIAL RESULTS

Rs. in Lacs

Year ended Year ended

March 31, March 31,

2010 2009

Sales & Other Income (Net) 7061.22 5658.06

Profit before interest, Depreciation, tax and

extra ordinary items 600.72 192.34

Less: (i) Financial expenses 70.61 97.29

(ii) Depreciation 164.56 169.80

Profit / (Loss) before tax

and extra ordinary items 365.55 (74.75)

Extra Ordinary Income (Expenses) (8.11) 350.36

Profit / (Loss) before tax 357.44 275.61

Less : Tax-Provision:

- Current 68.00 6.50

- MAT 125.82 25.50

- Deferred -- 124.69

- Fringe Benefit Tax -- 6.00

- Wealth tax -- 0.20

Profit / (Loss) after tax 163.62 112.72

Add (Less) : Excess (Short) tax

provision of earlier years 3.47 0.00

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

Amount available

for appropriation: 250.25 83.16

Transfer to / from General Reserve 0.00 0.00

Amount carried to Balance Sheet 250.25 83.16



OPERATIONS:

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

DIVIDEND:

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

A PROMISING FUTURE AHEAD

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

JOINT VENTURE

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

REMSONS AT OVERSEAS

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

EXPORTS

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. In the preparation of annual accounts, the

applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. The Directors have selected such accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient

care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual

accounts on a going concern basis.

FIXED DEPOSITS

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

DIRECTORS

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

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

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

LISTING

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

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

AUDITORS

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

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

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

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

a) Conservation of Energy

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

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

b) Technology Absorption

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

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

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

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

c) Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Mumbai V.Harlalka

Dated: May 27, 2010 (Chairman)