1. COMPANY'S BASIC PHILOSOPHY:
The Company's philosophy is to undertake its business with integrity, fairness, transparency and accountability and to ensure that adequate internal control systems are devised and put in place so that the interests of shareholders, employees, suppliers and those associated with the company are protected.
2. BOARD OF DIRECTORS:
During the year, the Board of Directors met 5(Five) times on 30/05/2014, 14/08/2014, 14/11/2014, 02/12/2014 and 14/02/2015.
3. AUDIT COMMITTEE:
The Audit Committee has two qualified, independent and nonexecutive directors and provides assistance to the Board of Directors in fulfilling its responsibilities. The functions of the audit committee include:
i Overseeing of the Company's financial reporting process and the disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible.
Ii Discussing the adequacy of internal control systems, the scope of audit, internal audit reports and the compliance thereof.
Iii Recommending the fixation of the audit fee and also approval for payment for any other services of the Auditors.
Iv Reviewing with management the quarterly and annual financial statements, before submission to the Board.
4. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee Comprise of Shri Rajendra C.Saraf, Shri Kamal Kumar Dujodwala and Shri Gopikishan Biyani, three non-executive directors and provides assistance to the Board of Directors in fulfilling its responsibilities. The Terms of reference of the committee comprise various matters provided under Clause 49 of the Listing Agreement and section 178 of the Companies Act, 2013, and other matters referred by the Board from time to time.The Chairman of the Committee is Non-executive Independent Director.
In terms of the Section 178 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the Remuneration Policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company had been formulated by the N&RC of the Company and approved by the Board of Directors. The Nomination and Remuneration Committee, has designed the remuneration policy in order to attract, motivate and retain the executive talent needed to achieve superior performance in a competitive market. The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The remuneration policy is as below:
The Executive Directors and other whole-time directors are paid remuneration by way of salary, perquisites, incentives and allowances, as recommended by the Committee and the Board of Directors and approved by the Members of the Company from time to time. NonExecutive Independent Directors are paid sitting fees for attending meetings of the Board of Directors.
The Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include:
i composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a listed Company;
i desired age and diversity on the Board;
i size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law;
i professional qualifications, expertise and experience in specific area of business; balance of skills and expertise in view of the objectives and activities of the Company;
i avoidance of any present or potential conflict of interest;
i availability of time and other commitments for proper performance of duties;
i personal characteristics being in line with the Company's values, such as integrity, honesty, transparency, pioneering mindset.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:-
The Members of the Committee comprise of Shri Vishwambhar C. Saraf and Shri Rajendra C. Saraf. Shri Vishwambhar C. Saraf is the Chairman of the Committee.
The Company had received only 4 (Four) complaints during the year 2014-2015. All the complaints had been disposed off. There are no Shareholders' complaints pending.
Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large.
: Transactions with related parties are disclosed in Note No. 1.7 to the accounts. These transactions are not in conflict with the interests of the Company
Details of non-compliances by the Company, penalties, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
Details of compliance with mandatory requirements and adoption of non-mandatory requirements of this clause..
: The Company has complied with all mandatory requirements of Clause 49 of Listing Agreement
7. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD, COMMITTEES AND DIRECTORS
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive directors.
8. INDEPENDENT DIRECTORS' FAMILIARISATION PROGRAMME:
As per requirements of clause 49 of the Listing Agreement, the Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices The details of such familiarization programme is placed on the Company's website at link: <http://remigroup.com/share_holder/retl/FAMILIARISATION%20PRO> GRAMMES%20FOR%20INDEPENDENT%20DIRECTORS.pdf
9. BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE APPOINTMENT:
Shri Shankarlal Jain (DIN:00174609) Director, who is retiring by rotation, is to be re-appointed. He is a Chartered Accountant in Whole-Time Practice and is a tax consultant of repute. His association with the Company will be of benefit to it and to its Directors.
10. MEANS OF COMMUNICATION:
The Company regularly intimates its financial results to the Bombay Stock Exchange Limited as soon as the same are approved and taken on record. These financial results are published in The Free Press Journal and Navshakti and are also available on website of the Company.
11. GENERAL SHAREHOLDER INFORMATION:
The 44th Annual General Meeting of the Company will be held on Wednesday, the 30th September, 2015, at its Registered Office, Remi House, Plot No. 11, Cama Industrial Estate, Goregaon (East), Mumbai - 400 063, at 11.30 A.M.
Financial year of the Company is from 1st April, 2014 to 31st March, 2015. The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, the 24th September, 2015 to Tuesday, the 30th September, 2015, both days inclusive.
Listing on Stock Exchange:
Name of the Stock Exchange Stock Code
Bombay Stock Exchange Limited:513043
Registrar and Transfer Agents:
Bigshare Services Private Limited, E-2&3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri(E), Mumbai -400 072 Tel: 022-28470652/ 40430200, Fax: 22 28475207
E-mail: firstname.lastname@example.org , Website: www.bigshareonline.com
Share Transfer system:
The transfers received by the Company or Registrar and Transfer Agent in physical form are processed and Share Certificates are dispatched.
Dematerialization of Shares:
As on 31st March, 2015, 9364976 equity shares constituting 93.81% have been dematerialized.
i Plant Location:
1. The manufacturing facility of the Company is located at the Plot No.N-211/1, M.I.D.C., Tarapur, Maharashtra.
2. Wind Mill is located at Village Brahmanwel, Taluka Sakri, District Dhule, Maharashtra.
i Address for Correspondence:
Registered & Corporate Office:
REMI HOUSE Plot No.11 , Cama Industrial Estate,Goregaon (E) Mumbai - 400 063
Ph. No.022-4058 9888 Fax No.022-2685 2335 Email: email@example.com
Registrar and Share Transfer Agent:
Bigshare Services Private Limited
E-2&3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (E), Mumbai - 400 072
Ph. No.:022-2847 0652/ 4043 0200 Fax No.:022-2847 5207
ON BEHALF OF THE BOARD
Sd/- VISHWAMBHAR C. SARAF
Place : Mumbai
Dated: 14th August, 2015