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Remsons Industries Directors Report, Remsons Ind Reports by Directors
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Remsons Industries
BSE: 530919|NSE: REMSONSIND|ISIN: INE474C01015|SECTOR: Auto Ancillaries
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VOLUME 40
Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
To Shareholders,
 
 The Directors are pleased to present their 40th Annual Report on the
 business and operations of the company and the Audited Accounts for the
 year ended 31st March 2012
 
 FINANCIAL RESULTS
 
                                                    Rs.in Lacs
 
                                            Year ended    Year ended
                                              March 31,     March 31,
                                                  2012          2011
 
 Sales & Other Income (Net)                   11566.31       9631.02
 
 Profit before interest, Depreciation, 
 tax and extra ordinary items                   979.77        716.40
 
 Less : (i) Financial expenses                  290.43        111.12
 
 (ii) Depreciation                              222.31        196.56
 
 Profit / (Loss) before tax                     467.03        408.72 
 
 Less: Tax-Provision:
 
 - Current Tax                                   93.48         83.25
 
 - Deferred tax liabilities (Assets)             67.59        137.39
 
 - Mat Credit Entitlement                       (20.59)      (151.02) 
 
 Profit / (Loss) after tax                      326.55        339.10 
 
 Add/ (Less): Excess (Short) tax
 provisions of earlier years                     (0.84)         1.02
 
 Add: Balance b/f from last year                590.37        250.25
 
 Amount available for appropriation:            916.08        590.37 
 
 Appropriation:
 
 Transfer to / from General Reserve               0.00          0.00
 
 Amount carried to Balance Sheet                916.08        590.37
 
 OPERATIONS:
 
 During the year under review your company was able to maintain a growth
 of over 20% in the sales and other income of the company. Profit before
 interest, depreciation and tax also recorded a jump of over 36%.
 However in view of greater financial costs, Profit after tax was
 marginally lower.
 
 DIVIDEND:
 
 In order to remain competitive, and to ensure that the company meets
 all quality requirements of its OEM customers, it has to keep investing
 in various balancing equipments with latest technology. To enable
 finance these equipments your company needs to plough back the funds
 and hence your Directors do not recommend any dividend.
 
 EXPANSION
 
 Expansion / modernization at Company''s various units in Daman has
 been completed during the year. The Company hopes to derive benefits of
 the expansion in the coming years.
 
 EXPORTS
 
 Company''s Exports (F.O.B.) during the year were marginally better at
 Rs. 1080 lacs, as compared to Rs. 1047 lacs in the previous year in rupee
 terms.
 
 REMSONS (EUROPE), our Marketing set up 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 in the financial year 2013-2014. 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)
 
 Pursuant to an Ordinary Resolution u/s 293 (1) (e) of the Companies
 Act, 1956 passed last year through Postal Ballots authorizing Board of
 Directors of the Company to contribute to charitable and other funds
 not directly relating to the business of the company or the welfare of
 its employees, the Company made a further contribution of Rs. 30,00,000/-
 (Rupees Thirty Lacs only) during the year to ''Rajasthani Sammelan''
 which runs ''Durgadevi Saraf Institute of Management Studies''.
 
 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 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 Bombay
 Stock Exchange (BSE) and the National Stock Exchange (NSE).The Company
 has paid the requisite listing fees to the above stock exchanges for
 the financial year 2012-13.
 
 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. Agarwal and Mr. Ming Ching Tan, Directors of the Company retire
 by rotation and being eligible, offer themselves for re-appointment.
 Members are requested to re-appoint them.
 
 Mrs. Saroj N. Rao, an Independent Director resigned from the
 directorship of the Company on 11th August 2012. The Board appreciates
 the valuable support and co-operation extended by her during the tenure
 of her association with the Company.
 
 Mr. Anil Kumar Agrawal, CFO of the Company is appointed as an
 Additional Director and designated as Director - Finance of the Company
 on 11th August 2012. Pursuant to Section 260 of the Companies Act, 1956
 (the Act), Mr. Anil Kumar Agrawal holds the office of Director up to
 the date of ensuing Annual General Meeting. The Company has received a
 notice in writing from a member u/s 257 of the Act, proposing
 candidature of Mr. Anil Kumar Agrawal for the office of the Director.
 Necessory resolutions seeking Members'' approval for the appointment
 of and the remuneration payable to Mr. Anil Kumar Agrawal are embodied
 in the Notice convening 40th Annual General Meeting of the Company.
 Members are requested to accord their approval by passing the said
 resolutions.
 
 Particulars of the Directors seeking appointment / re-appointment at
 the ensuing Annual General Meeting are given in an Annexure to the
 notice convening 40th 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 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.
 
 COSTAUDITORS
 
 In terms of Order F. No. 52/26/CAB-2010 dated the 24th January 2012,
 issued by the Ministry of Corporate Affairs, M/s Ashwin Solanki &
 Associates, Cost Accountants have been appointed as ''Cost Auditors''
 of the Company for the year 2012-13 for conducting audit of cost
 accounts of the Company. The Central Government has also approved their
 appointment.
 
 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
 
 Considering nature of activities carried out by the Company, your
 directors have nothing to report regarding ''Conservation of
 Energy'', 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.
 
 b) Technology Absorption
 
 (i) The company has adopted the Cell Systemproduction, 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, 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
 times.
 
                            For and on behalf of the Board of Directors
 
 Mumbai                                                      V.Harlalka
 
 Dated: August 11, 2012                                       (Chairman)
Source : Dion Global Solutions Limited
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