Remsons Industries Ltd. — AGM Information 2021

Sep 8, 2021

REMSONS

Industries limited

P.O.Bag No.7685 Mumbai- 400067 Tel. : 26122368 / 26113883 / 26114452 Web : www .remsons.com CIN : L51900MH1971PLC015141

8[th] September 2021

To, The Manager- Corporate Service Dept. The Manager- Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, 'G' Block, Dalal Street, Fort, Bandra Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051. Scrip Code: 530919 Symbol: REMSONSIND

Dear Sir/Ma’am,

Sub: Intimation pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, we enclose herewith Notice of the 49[th] Annual General Meeting (“AGM”) of the members of the Company scheduled to be held on Thursday, 30[th] September, 2021 at 11:30 a.m. (IST) through Video Conferencing / Other Audio Visual Means without physical presence of the members at a common venue, in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder, read with General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020 and 02/2021 dated 13[th] January, 2021 issued by Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021 issued by the Securities and Exchange Board of India. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company situated at 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India, which shall be the deemed venue of the 49[th] AGM.

Kindly take the same on your record.

Yours faithfully, For Remsons Industries Limited

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Rohit Darji Company Secretary & Compliance Officer Membership No.: A37077

Encl.: A/a

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Regd. Office: 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai. 400 057

49TH ANNUAL REPORT 2020-21

REMSONS INDUSTRIES LIMITED (CIN: L51900MH1971PLC015141)

401, 4th Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai - 400057 Maharashtra, India. Tel No: (022) 26262100, 26113883, 26112368 Email id: corporate@remsons.com, website: www.remsons.com

NOTICE

NOTICE is hereby given that the Forty Ninth (49th)Annual General Meeting (“AGM”) of the members of Remsons Industries Limited will be held on Thursday, 30th September, 2021 at 11.30 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without physical presence of the members at a common venue to transact the business mentioned below. The proceedings of the 49th AGM shall be deemed to be conducted at the Registered Office of the Company situated at 401, 4th Floor, Gladdiola, th HanumanRoad,VileParle(East),Mumbai–400057,Maharashtra,India,whichshallbethedeemed venue of the49 AGM :

ORDINARYBUSINESS:

1. To receive, consider and adopt (a) the Standalone Audited Financial Statements of the Company for the financial year ended 31st March, 2021 together with the Reports of the Directors ' andAuditors ' thereon ; and (b) the ConsolidatedAudited Financial Statements of the Company for the financial year ended 31st March, 2021together with the Report of Auditors ' thereon and in thisregard,ifthoughtfit,pass thefollowingresolutionsas OrdinaryResolutions :

2. (a) “ RESOLVED THAT the Standalone Audited Financial Statements of the Company for the financial year ended 31st March, 2021 together with the Reports of the Directors' and Auditors' thereon be and are hereby received, considered andadopted.”

3. (b) “RESOLVED THAT the ConsolidatedAudited Financial Statements of the Company for the financial year ended 31st March,2021andtheReportoftheAuditorsthereonbeandareherebyreceived,consideredandadopted.”

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1. To declare dividend on Equity Shares for the financial year ended 31 March, 2021 and in this regard, if thought fit, pass the followingresolutionasan OrdinaryResolution:

“RESOLVEDTHAT pursuant to the recommendation of the Board of Directors of the Company, dividend @ 10% ( Re. 1.00/per share) on 57,13,357 Equity Shares having face value of Rs. 10/- each of the Company for the financial year ended 31st March, 2021, be and is hereby declared out of the current profits of the Company and that the same be paid, to those shareholders whose names appear on the Company's Register of Members/ List of Beneficiaries as on Thursday, 23rd September, 2021 and that the dividend warrants/demand drafts be posted or direct credit through NECS be given within 30 dayshereofonlytothoseshareholderswhoareentitledtoreceivethepaymentof thedividend."

1. To appoint a director in place of Mr. Anil Kumar Agrawal (DIN:00513805 ), who retires by rotation and being eligible, offers himself for re-appointment as Director and in this regard, if thought fit, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the CompaniesAct, 2013, Mr.Anil KumarAgrawal (DIN: 00513805), Director of the Company, who retired by rotation and being eligible, had offered himself for re-appointment, be andisherebyre-appointedasDirectoroftheCompany, who shallbeliabletoretireby rotation. ”

SPECIALBUSINESS:

1. To approve remuneration payable to Mr. Krishna Kejriwal, Chairman and Managing Director of the Company and in this regard,ifthoughtfit,pass thefollowingresolutionas a SpecialResolution :

“RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions of the CompaniesAct, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and as recommended by the Nomination and Remuneration Committee and approved by theAudit Committee and the Board of Directors of the Company and subject to all other sanctions, approvals and permissions as may be required and subject to such conditions and modifications as may be imposed or prescribed by any of the authorities while granting such sanctions, approvals and permissions, the remuneration payable to Mr. Krishna Kejriwal, Chairman and Managing Director of the Company be and is hereby approved for the period from1stApril,2021to31st March,2022assetouthereinbelow:

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REMSONS INDUSTRIES LIMITED

Sr. No.	Particulars	01-04-2021 to 31-03-2022
1.	Salary(Basic)	Rs. 1,30,000/-permonth
2.	HRA	Rs. 75,000/-permonth
3.	SpecialAllowance	Rs. 67,000/-permonth
4.	PerquisitesandAllowances	In addition to the salary, the Managing Director shall also be entitled to perquisites and allowances like reimbursement of expenses or allowances for utilities such as gas, electricity, water, furnishings and repairs, medical reimbursement at actuals incurred for self and family, club fees and expenses, leave travel concession for self and family, Free Education allowance for the children, Leave / encashment of Leave in accordance with the Company’s rules; medical insurance, reimbursement of expenses of Watchman, Sweeper and Gardner and other allowances / perquisites in accordance with the Company’s Rules, provided however that the perquisites and allowances as aforesaid will be subjecttoamaximumof Rs. 6.00 Lakhsperannum.
5.	Conveyance/MotorCar	Free use of car with driver and telephone / other communication facilities atresidencefor Company's business.
6.	Providentandotherfunds including superannuationandgratuity	Company's contributiontoProvidentFund and/or superannuationor Annuity Fund to the extent these either singly or together are not taxable under the Income Tax Act. Gratuity at the rate not exceeding half a month's salary for each completed year of service and encashment of leaveattheendof thetenure.
7.	Reimbursementofexpenses	The Managing Director shall also be entitled to reimbursement of expensesincurredby himfor thepurposeof Company's business.
8.	SittingFees	The Managing Director shall not be entitled to the sitting fees for attendingmeetingsof theBoardof Directorsor Committeesthereof.

RESOLVED FURTHERTHAT in the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of Mr. Krishna Kejriwal as Chairman and Managing Director of the Company, the remuneration as approved by this resolutionshallbepayableasminimumremunerationtohimas pertheprovisionsof ScheduleVof theCompaniesAct,2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, mattersandthingsasmaybenecessarytogiveeffecttothisresolution."

1. To approve remuneration payable to Mrs. Chand Krishna Kejriwal, Whole Time Director of the Company and in this regard, if thoughtfit,pass thefollowingresolutionasa SpecialResolution :

"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and as recommended by the Nomination and Remuneration Committee and approved by theAudit Committee and Board of Directors of the Company and subject to all other sanctions, approvals and permissions as may be required and subject to such conditions and modifications as may be imposed or prescribed by any of the authorities while granting such sanctions, approvals and permissions, the remuneration payable to Mrs. Chand Krishna Kejriwal,WholeTime Director of the Company be and is hereby approved for the period from 1st April,2021to31st March,2022assetouthereinbelow:

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49TH ANNUAL REPORT 2020-21

Sr. No.	Particulars	01-04-2021 to 31-03-2022
1.	Salary(Basic)	Rs. 75,000/-permonth
2.	HRA	Rs. 40,000/-permonth
3.	SpecialAllowance	Rs. 35,000/-permonth
4.	PerquisitesandAllowances	In addition to the salary, the Whole Time Director shall also be entitled to perquisites and allowances like reimbursement of expenses or allowances for utilities such as gas, electricity, water, furnishings and repairs, medical reimbursement at actuals incurred for self and family, club fees and expenses, leave travel concession for self and family, Free Education allowance for the children, Leave / encashment of Leave in accordance with the Company's rules; medical insurance, reimbursement of expenses of Watchman, Sweeper and Gardner and other allowances / perquisites in accordance with the Company's Rules, provided, however that the perquisites and allowances as aforesaid will be subject to a maximum of Rs. 6.00 Lakhsperannum.
5.	Conveyance/MotorCar	Free use of car with driver and telephone / other communication facilities atresidencefor Company's business.
6.	Providentandotherfunds including superannuationandgratuity	Company's contributiontoProvidentFund and/or superannuationor Annuity Fund to the extent these either singly or together are not taxable under the Income TaxAct. Gratuity at the rate not exceeding half a month's salary for each completed year of service and encashment of leave at the endof thetenure.
7.	Reimbursementofexpenses	The Whole Time Director shall also be entitled to reimbursement of expensesincurredby herfor thepurposeof Company's business.
8.	SittingFees	The Whole Time Director shall not be entitled to the sitting fees for attendingmeetingsof theBoardof Directorsor Committeesthereof.

RESOLVED FURTHERTHAT in the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of Mrs. Chand Krishna Kejriwal as Whole Time Director of the Company, the remuneration as approved by this resolutionshallbepayableasminimumremunerationtoheras pertheprovisionsof ScheduleVof theCompaniesAct,2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, mattersandthingsasmaybenecessarytogiveeffecttothisresolution."

1. To approve remuneration payable to Mr. Rahul Krishna Kejriwal, Whole Time Director and Chief Financial Officer of the Companyandinthisregard,ifthoughtfit,pass thefollowingresolutionas a SpecialResolution:

"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and as recommended by the Nomination and Remuneration Committee and approved by theAudit Committee and the Board of Directors of the Company and subject to all other sanctions, approvals and permissions as may be required and subject to such conditions and modifications as may be imposed or prescribed by any of the authorities while granting such sanctions, approvals and permissions, the remuneration payable to Mr. Rahul Krishna Kejriwal, Whole Time Director and Chief Financial Officer of the Company be and is hereby approvedfortheperiodfrom1st June,2021to31st May, 2023as setouthereinbelow:

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REMSONS

INDUSTRIES LIMITED

1.	Salary (Basic)	Rs. 2,40,000/- per month
2.	HRA	Rs. 55,000/- per month
3.	Conveyance Allowance	Rs. 35,000/- per month
4.	Education Allowance	Rs. 25,000/- per month
5.	City Compensation Allowance	Rs. 40,000/- per month
6.	Medical	Reimbursement of Medical Expenses and Insurance premium not exceeding Rs.10,000/- per month
7.	Leave Travel Concession	As per rule of the Company not exceeding Rs.48,000/- per annum.
8.	Provision of Motor Car	Motor Car with driver or Rs. 20,000/- per month
9.	Provident and other funds including superannuation and gratuity	As per rules of the Company.
10.	Personal Accident Insurance	As per rules of the Company
11.	Leave encashment	Encashment of accumulated leaves as per the rules of the Company

RESOLVED FURTHERTHAT in the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of Mr. Rahul Kejriwal asWholeTime Director of the Company, the remuneration as approved by this resolution shall bepayableasminimumremunerationtohimaspertheprovisionsof ScheduleVof theCompaniesAct,2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, mattersandthingsasmaybenecessarytogiveeffecttothisresolution."

By Order of the Board of Directors of Remsons Industries Limited

Rohit Darji Company Secretary & Compliance Officer Membership No. : A37077

Place: Mumbai Date:13thAugust, 2021

Regd. Office:

401,4th Floor,Gladdiola, HanumanRoad,VileParle(East), Mumbai-400057,Maharashtra,India.

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49TH ANNUAL REPORT 2020-21

NOTES:

1. In view of the massive outbreak of the COVID-19 pandemic, Social Distancing is a norm to be followed. Accordingly, the Ministry of Corporate Affairs vide its General Circular No. 02/2021 dated 13th January, 2021 read with Circular No. 14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th April, 2020 and Circular No. 20/2020 dated 5th May, 2020 (collectively referred to as "MCA Circulars") and the Securities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 read with SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 (collectively referred to as "SEBI Circulars") have permitted the holding ofAnnual General Meetings throughVideo Conferencing("VC") orOtherAudioVisualMeans("OAVM"), withoutphysicalpresenceof themembersatacommonvenue.

2. Thus, in compliance with applicable provisions of the CompaniesAct, 2013 ("theAct") read with the MCAand SEBI Circulars and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 49thAnnual General Meeting (“49thAGM”) of the members of the Company will be held throughVC / OAVM and the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company, which shall be the deemedvenueofthisAGM. MemberscanattendandparticipateintheAGM throughVC /OAVM only.

3. The Company has entered into an agreement with Central Depository Services (India) Limited (“CDSL”) for facilitating voting through electronic means, as the authorized e-voting agency. The shareholders will be provided with the facility to attend the 49th AGM through VC / OAVM and facility of casting votes by members using remote e-voting as well as e-voting during the 49th AGM. The members can join the 49th AGM through VC / OAVM 15 (fifteen) minutes before and after the scheduled time of commencement of the Meeting by following the detailed procedure mentioned in this Notice and also available at Company's website i.e. www.remsons.com . The facility of participation during the 49th AGM through VC / OAVM is restricted upto1000 members on first come first served basis. This limit does not include large Shareholders (Shareholders holding 2% or more shares), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,Auditors etc. who are allowed to attend theAGM, withoutrestrictiononaccountoffirstcomefirstservedbasis.

4. Pursuant to the provisions of the Act, a member entitled to attend and vote during the AGM is entitled to appoint one or more proxies to attend and vote, in case of poll only, on his / her behalf and the proxy need not be a Member of the Company. Since this 49th AGM is being held throughVC / OAVM pursuant to the MCAand SEBI Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this 49th AGM and hence the Proxy Form,Attendance Slip and route map for this 49thAGM arenotannexedtothisNotice.

However, the Body Corporates are entitled to appoint authorized representatives to attend the 49th AGM throughVC/ OAVM on theirbehalfandparticipatethereatandcasttheirvotesthroughremote-voting/e-votingduringthe49thAGM.

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1. The attendance of the Members attending the 49 AGM through VC / OAVM will be counted for the purpose of reckoning the quorumunderSection103oftheAct.

2. The Statement pursuant to Section 102 of the Act with respect to Special Business is annexed hereto and forms part of the Notice.

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4. The helpline number regarding any query / assistance for participation during the 49 AGM through VC / OAVM is 02226262100.

5. Members having multiple folios in identical names or in joint names in the same order are requested to send the share certificate(s) to the Company's Registrar and Share Transfer Agents (“RTA”), Link Intime (India) Private Limited for consolidationof allsuchshareholdingintoonefoliotofacilitatebetterservices.

6. Members are requested to forward all Share Transfers and other communications to the RTA of the Company and are further requestedtoalwaysquotetheirFolioNumber/ DPID /ClientID inallcorrespondenceswiththeCompany.

7. Pursuant to the provisions of Regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume and the relevant details of the directors proposed to be appointed / re-appointed / whose remuneration is proposed to be approved at the ensuing 49th AGM are statedhere-in-below.

8. In line with the aforesaid MCA and SEBI Circulars, the Notice of the 49th AGM along with the Annual Report for the financial year 2020-21 is being sent only through electronic mode to those members whose email addresses are registered with the Company / RTA / Depositories. Member may note that Notice and Annual Report for the financial year 2020-21will also be

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REMSONS INDUSTRIES LIMITED

available on the website of the Company at www.remsons.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com, NSE at www.nseindia.com and website of CDSL (agency for providing the e-voting facility) i.e. www.evotingindia.com.

1. Pursuant to the provisions of Section 91 of theAct and Regulation 42 of the Listing Regulations, the Register of Members and the ShareTransfer Books of the Company will remain closed fromThursday, 23rd September, 2021 toThursday, 30th September, 2021(both days inclusive) for the ensuing 49th AGM and determining the name of members eligible for dividend on Equity Shares,ifapprovedbythemembersattheensuing49thAGM.

2. The dividend on Equity shares as recommended by the Board of Directors for the financial year ended 31st March, 2021, if approved by the members at the ensuing 49thAGM, will be paid to those members whose names shall appear in the Register of Members as on Thursday, 23rd September, 2021; and in respect of shares held by them in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. In case the Company is unable to pay the dividend to any member by electronic means due to non-availability of their bank accounts details, the Company will dispatch the dividend warrant/demand draft by post. However, in case of any disruption in the postal services due to pandemic or any other reasons, thesamewillbesentuponrestorationofnormalcyof postalservices.

3. Members may note that the IncomeTaxAct, 1961, the ("ITAct") as amended by the FinanceAct, 2020, mandates that dividends paid or distributed by a company after 1st April, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source ("TDS") at the time of making the payment of final dividend. In order to enable us to determine the appropriate TDS rate as applicable, members are requested to submit Form 15G/Form 15H or any other documents as applicable,ifany,inaccordancewiththeprovisionsof theITAct.

4. For residentshareholders,taxesshallbedeductedatsourceunderSection194 of theITActas follows-

MembershavingvalidPAN	10% or as maybenotifiedby theGovernmentof India
Members not having PAN / Invalid PAN	20% or as may be notified by the Government of India

However, no tax will be deducted on the dividend payable to a resident individual if the total dividend to be received by him during the Financial Year 2021-22 does not exceed Rs. 5,000/- and also in cases where members have provided Form 15G / Form 15H (applicable to individuals aged 60 years or more), subject to conditions specified in the ITAct. Resident shareholders may also submit any other document as prescribed under the ITAct to claim a lower / Nil withholding tax. Registered members may also submit any other document as may be prescribed under the IT Act to claim a lower / Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other document as applicable, if any, in accordance with the provisionsoftheITAct.

For non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 and other applicable provisions of the IT Act, at the rates in force. The withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) or as may be notified by the Government of India on the amount of dividend payable. However, as per Section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the Double Tax Avoidance Agreement ("DTAA") between India and the country of tax residence of the member, if they are more beneficial to them.For thispurpose,i.e.toavailthebenefitsundertheDTAA, non-residentshareholderswillhavetoprovidethefollowing:

• Copy of the PAN card allotted by the Indian Income Tax authorities duly attested by the member or details as prescribed underRule37BCofIncome-TaxRules,1962;

• Copy of Tax Residency Certificate ("TRC") for the F.Y. 2021-22 obtained from the revenue authorities of the country of taxresidence,dulyattestedbymember;

• Self-declarationinForm10F;

• Self-declaration by the shareholder of having no permanent establishment in India in accordance with the applicable tax treaty;

• Self-declarationofbeneficialownershipby thenon-residentshareholderand

• Any other documents as prescribed under the IT Act for lower withholding of taxes if applicable, duly attested by member.

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49TH ANNUAL REPORT 2020-21

In case of Foreign Institutional Investors / Foreign Portfolio Investors, tax will be deducted under Section 196D of the ITAct @ 20% (plus applicable surcharge and cess) or the rate provided in relevant DTAA, read with MLI, whichever is more beneficial, subjecttothesubmissionoftheabovedocuments.

The aforementioned documents are required to be submitted by sending email at cs@remsons.com before 23.59 hrs. (IST) on 23rd September,2021.

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are therefore requested to submit their respective PAN details to their respective Depository Participants with whom they have their DEMAT account(s). Members holdingsharesinphysicalformcansubmittheirPAN detailstotheRTAof theCompany.

2. Members seeking any information with regard to accounts are requested to write to the Company at least 10 days before the meetingso astoenablethemanagementtokeeptheinformationready.

3. In terms of Schedule I of the Listing Regulations, all listed companies are required to use the Reserve Bank of India's approved electronic mode of payment such as National Automated Clearing House (''NACH''), National Electronic Fund Transfer (''NEFT''), Real Time Gross Settlement (''RTGS'') for making payments like dividend to the shareholders. The members who have not updated their bank account details and wish to avail such facility in future are requested to update their bank account detailsbysubmittingtheNECS mandateform,availableon Company's websiteviz.www.remsons.com.

4. The cut-off date for the payment of final dividend for the financial year ended 31st March, 2021 and for the purpose of determining eligibility of members for e-voting in connection with the 49th AGM has been fixed as Thursday, 23rd September, 2021.("cut-offdate").

5. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandates to the Company / RTA quoting their Folio Number and Bank Account details along with self-attested documentary proofs. Membersholdingsharesintheelectronicformmayupdatesuch detailswiththeirrespectiveDepositoryParticipants.

6. As per the provisions of Section 72 of theAct, the facility for making nomination is available for the members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit details to their respective Depository Participants in case the shares are held bytheminelectronicformandtoRTAoftheCompanyincasetheshares areheldshares insinglenameandphysicalform.

7. Non Resident Indian members are requested to inform the Company's RTAimmediately of any change in their residential status on return to India for permanent settlement, their bank account maintained in India with complete name, branch, account type, accountnumberandaddressofthebankwithpincode,ifthedetailsarenotfurnishedearlier.

8. To comply with the provisions of Section 88 of the Act read with Rule 3 of the Companies (Management and Administration) Rule2014,theCompanyisrequiredtoupdateitsdatabaseby incorporatingsomeadditionaldetailsof itsmembersinitsrecords.

Accordingly, Members are requested to submit their e-mail id and other details vide the e-mail updation form attached in this Annual Report. The same could be done by filling up and signing at the appropriate place in the said form and by returning the samebypost.

The e-mail ID provided shall be updated, subject to the successful verification of their signatures as per records available with theRTAoftheCompany.

1. The Register of Directors' and Key Managerial Personnel and their Shareholding maintained under Section 170 and the Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode and shall remain open andbeaccessibletoanymemberduringthecontinuanceof themeeting.

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3. 98.69% of the total equity shares of the Company were held in dematerialize form as on 31 March, 2021. Members desiring to dematerialize/ rematerialize their shares may forward their request directly to the Depository Participant with whom they have openedtheaccount.

4. In terms of SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 read with SEBI press release PR No.: 51/2018 dated 3rd December, 2018, effective from 1st April, 2019, Company's shares can be transferred in dematerialized form only, except in cases of transmission or transposition and re-lodged transfer of securities. Further, SEBI vide its circular

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REMSONS INDUSTRIES LIMITED

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no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated 2 December, 2020 had fixed 31 March, 2021 as the cut-off date for relodgment of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. Therefore, the members, who hold shares in physical form, are requested to dematerialize their shares, so they can transfer their shares in future,ifso desire.However,memberscancontinuetoholdshares inphysicalform.

1. Incaseofjointholdersattendingthemeeting,thejointholderwithhighestinorderof nameswillbeentitledtovote.

28. VOTINGTHROUGHELECTRONIC MEANS:

• a. In compliance with provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations and Secretarial Standards on General Meetings (SS2) issued by the ICSI, the Company is pleased to provide e-voting facility to its members to cast their votes electronically on the resolutions mentioned in the Notice convening 49th AGM of the Company dated 13th August , 2021. The members may cast their votes using an electronic voting system from a place other than the venue of the meeting ('remotee-voting').

• b. The Company has engaged services of Central Depository Services (India) Limited (CDSL) to provide the e-voting facility.

• c. The e-voting / voting rights of the shareholders / beneficial owners shall be reckoned on the equity shares held by them as ontheCut-offdatei.e.23rd September,2021.

• d. The remote e-voting period shall commence on Monday, 27th September, 2021 (09:00 am) and end on Wednesday, 29th September, 2021 (5:00 pm). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Thursday, 23rd September, 2021 may cast their votes electronically. The remote e-voting module shall be disabled by CDSLfor voting after 05.00 pm on 29thSeptember, 2021. Once the vote on a resolution is cast by the shareholder, he shall not be allowed to change it subsequently. Those members, who are present in the 49thAGM through VC / OAVM facility and have not cast their vote on the resolutions through remote e-voting and areotherwisenotbarredfromdoingso, shallbeeligibletovotethroughe-votingsystemduringthe49th AGM.

• e. Aperson, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e.Thursday, 23rdSeptember, 2021 only shall be entitled to avail the facility of remote e-votingandvotingthroughe-votingsystemduringthe49thAGM.

• f. The Board of Directors of the Company has appointed CS Manish Baldeva, Proprietor of M/s. M Baldeva Associates, Company Secretaries, Thane (FCS No.: 6180 / CP No.: 11062) as Scrutinizer to scrutinize the voting through remote e- voting process and e-voting during the 49th AGM in a fair and transparent manner. The Scrutinizer shall, within a period of two (2) working days from the conclusion of the e-voting period make his Scrutinizer’s report on the votes cast in favour or against, if any, and forthwith to the Chairman or a person authorized by him who shall countersign the same and declaretheresultsofthevoting.

• g. The results declared along with the consolidated Scrutinizer's report shall be placed on the website of the Company viz. www.remsons.com and on the website of CDSL viz. www.evotingindia.com immediately. The Company shall simultaneouslyforwardtheresultstoBSELimitedandNSE, wheretheshares of theCompanyarelisted.

PROCEDURE AND INSTRUCTION FOR CDSL E-VOTING SYSTEM - FOR REMOTE E-VOTING AND E- VOTINGDURINGAGM:

• th th

• (i) The voting period begins on Monday, 27 September, 2021 (09:00 am) and ends on Wednesday, 29 September, 2021 (05:00 pm). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on cut-off date i.e. Thursday, 23rd September, 2021 may cast their vote electronically. The remote e-voting moduleshallbedisabledbyCDSLforvotingthereafter.

• (ii) Shareholderswho havealreadyvotedpriortothemeetingdatewouldnotbeentitledtovoteduringthemeeting.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of the Listing Regulations listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholdersisatanegligiblelevel.

9

49TH ANNUAL REPORT 2020-21

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitatesregistrationonvariousESPs andmaintenanceof multipleuser IDs andpasswords by theshareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile numberandemailidintheirdemataccountsinordertoaccesse-votingfacility.

Pursuant to above said SEBI Circular, Login method for e-voting and joining virtual meetings for Individual shareholders holdingsecuritiesinDematmodeCDSL/NSDLis givenbelow:

Typeofshareholders

LoginMethod

IndividualShareholders holdingsecuritiesinDemat modewithCDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and clickonLoginiconandselectNew SystemMyeasi. 2) After successful login the Easi / Easiestuser will be ableto see the e-votingoption for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e- voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers i.e. CDSL / NSDL / KARVY / LINKINTIME, so that the user can visit the e-voting serviceproviders' websitedirectly. 3) If the user is not registered for Easi/Easiest, option to register is availableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on w w w . c d s l i n d i a . c o m h o m e p a g e o r c l i c k o n https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e- votingServiceProviders. any further

10

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REMSONS

INDUSTRIES LIMITED

	IndividualShareholdersholding securitiesindematmode withNSDL	1) Ifyouarealreadyregisteredfor NSDLIDeAS facility, pleasevisitthee-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section.Anew screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtualmeeting&votingduringthemeeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthemeeting.	1) Ifyouarealreadyregisteredfor NSDLIDeAS facility, pleasevisitthee-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section.Anew screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtualmeeting&votingduringthemeeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthemeeting.
	Typeofshareholders		LoginMethod
	IndividualShareholders(holding securitiesindematmode)login throughtheirDepository Participants		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-Voting facility. After Successful login, you will be able to see e-voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthemeeting.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option availableatabovementionedwebsite.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSLandNSDL

Logintype	Helpdeskdetails
IndividualShareholdersholdingsecuritiesin DematmodewithCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contactat022- 23058738and22-23058542-43.
IndividualShareholdersholdingsecuritiesin DematmodewithNSDL	M e m b e r s f a c i n g a n y t e c h n i c a l i s s u e i n l o g i n c a n contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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49TH ANNUAL REPORT 2020-21

• (v) Login method for e-voting and joining virtual meetings for Physical shareholders and shareholders other than individual holdinginDematform.

• 1) Theshareholdersshouldlogontothee-votingwebsitewww.evotingindia.com.

• 2) Clickon"Shareholders"module.

• 3) Now enteryourUser ID

• a. For CDSL:16digitsbeneficiaryID,

• b. For NSDL: 8CharacterDPID followedby 8 DigitsClientID,

• c. ShareholdersholdingsharesinPhysicalFormshouldenterFolioNumberregisteredwiththeCompany.

• 4) NextentertheImageVerificationasdisplayedandClickon Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of anycompany,thenyourexistingpassword is tobeused.

• 6) Ifyouareafirst-timeuserfollowthestepsgivenbelow:

	ForPhysical shareholders and otherthan individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor bothdematshareholdersas wellas physicalshareholders) Shareholders who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number sent by Company / RTA orcontactCompany/RTA.
DividendBankDetails OR DateofBirth(DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, pleaseenterthememberid/folionumberintheDividendBankdetailsfield.

• (vi) Afterenteringthesedetailsappropriately,clickon "SUBMIT" tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your password with any other person andtakeutmostcaretokeepyourpassword confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in thisNotice.

• (ix) ClickontheEVSN fortherelevantRemsonsIndustriesLimitedon whichyou choosetovote.

• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the optionYES or NO as desired.The optionYES implies that you assent to the Resolution and option NO impliesthatyoudissenttotheResolution.

• (xi) Clickonthe"RESOLUTIONS FILELINK" ifyou wish toviewtheentireResolutiondetails.

• (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT".Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify yourvote.

• (xiii) Onceyou"CONFIRM" yourvoteontheresolution,you willnotbeallowedtomodifyyour vote.

12

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REMSONS INDUSTRIES LIMITED

• (xiv) Youcanalsotakeaprintofthevotescastby clickingon "Clickheretoprint"optionon theVotingpage.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code andclickonForgotPassword &enterthedetailsas promptedby thesystem.

• (xvi) AdditionalFacilityforNon -IndividualShareholdersandCustodians-For RemoteVotingonly.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.comandregisterthemselvesin the"Corporates"module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The ComplianceUser wouldbeabletolinktheaccount(s)for whichtheywish tovoteon.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accountstheywouldbeabletocasttheirvote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,ifany,shouldbeuploadedinPDF formatinthesystemfor thescrutinizertoverifythesame.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; manish@csmanishb.in or cs@remsons.com, if they have voted from individualtab&notuploadedsameintheCDSLe-votingsystemfor theScrutinizertoverifythesame.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC / OAVM & E-VOTING DURING MEETINGAREAS UNDER:

1. The procedure for attending meeting & e-voting on the day of theAGM is same as the instructions mentioned above for e-voting.

2. The link for VC / OAVM to attend meeting will be available where the EVSN of Company will be displayed after successfulloginaspertheinstructionsmentionedabovefor e-voting.

3. Shareholders who have voted through remote e-voting will be eligible to attend the meeting. However, they will not be eligibletovoteattheAGM.

4. ShareholdersareencouragedtojointheMeetingthroughLaptops/IPads for betterexperience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance duringthemeeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experienceAudio/Video loss due to Fluctuation in their respective network. It is therefore recommended to useStableWi-FiorLAN Connectiontomitigateanykindof aforesaidglitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 2 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@remsons.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 2 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@remsons.com. These queries will be replied to by the companysuitablybyemail.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questionsduringthemeeting.

13

49TH ANNUAL REPORT 2020-21

1. Only those shareholders, who are present in theAGM through VC / OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting systemavailableduringtheAGM.

2. If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC / OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card),AADHAR (self attested scanned copy ofAadharCard)byemailtoCompany/RTAemailid.

2. For Dematshareholders-,Pleaseupdateyour emailid&mobileno. withyour respectiveDepositoryParticipant(DP).

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant(DP) whichis mandatorywhilee-voting&joiningvirtualmeetingsthroughDepository.

If you have any queries or issues regarding attendingAGM & e-voting from the CDSLe-voting System, you can write an email tohelpdesk.evoting@cdslindia.comorcontactat 022-23058738and022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg,LowerParel(East),Mumbai-400013orsend anemailtohelpdesk.evoting@cdslindia.comor callon 022-23058542/43.

14

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REMSONS INDUSTRIES LIMITED

INFORMATION OF DIRECTORS BEING PROPOSED TO BE RE-APPOINTED / REMUNERATION OFWHOM TO BEAPPROVED PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ONGENERALMEETING(SS-2) ISSUED BYTHEICSI, AREAS FOLLOWS:

Name of Directors	Mr. Anil Kumar Agarwal	Mr. Krishna Kejriwal	Mrs. Chand Kejriwal	Mr. Rahul Kejriwal
Designation	Director (Non-Executive)	Chairman and ManagingDirector	Whole Time Director	Whole Time Director and Chief Financial Officer
DIN	00513805	00513788	00513737	00513777
Date of Birth	5 August, 1976 th	12 June, 1952 th	5 October, 1956 th	29 August, 1979 th
Age	45years	69years	64years	42years
Nationality	Indian	Indian	Indian	Indian
Date on the Board of first appointment	11 August, 2012 th	12 July, 1976 th	12 July, 1976 th	1 June, 2016 st
Experience (including expertise in specific functional areas/ Brief resume	Rich experience in the accounts, finance, banking, taxation and overall administration of the Company	Expertise in production, marketing, finance and all spheres of Business Development. Past President of 1) Bombay Industries Association. 2) of India(ACMA). Automotive Component Manufacturers Association	General Administration, Marketing, Human Resource Management	Expertise in production, marketing and design.
Qualifications	Post Graduate in Commerce, from Chartered Accountant University of Rajasthan and	B. Sc. from University of Bangalore	Inter (Arts), from University of Mumbai	B. Com from Narsee Monjee College, Mumbai
Directorship held in other Companies	None	None	None	1.Goodluck Electronics Private Limited 2.Remsons Cable Industries Private Limited
Chairmanship / Membership of the Committees of the Board of Directors of other Listed entities	None	None	None	None
Disclosure of relationships between directors inter-se	He is not related inter-se to any Director(s) / Key Managerial Personnel(s) of the Company	He is husband of Mrs. Chand Kejriwal, Whole Time Director and father of Mr. Rahul Kejriwal, CFO of the Company Whole Time Director and	She is wife of Mr. Krishna Kejriwal, Chairman and Managing Director and mother of Mr. Rahul Kejriwal, Whole Time Director and CFO of the Company	He is son of Mr. Krishna Kejriwal, Director and Mrs. Chand Kejriwal, Whole Time Director of the Company Chairman and Managing
Shareholding	10 Equity shares of Rs.10/- each	15,79,494 Equity shares of Rs.10/- each	17,08,444 Equity shares of Rs.10/- each	3,06,851 Company of Rs.10/- each
No. of Board Meetings attended during the financial year 2020-21	07	10	10	10
Terms and conditions of appointment	He is liable to retire by rotation	He is liable to retire by rotation	She is liable to retire by rotation	He is liable to retire by rotation
Remuneration last drawn, if applicable	Only sitting fees is paid for meetings of Board and Committees attended	Rs. 32.64 lakhs (during F.Y 2020-21)	Rs. 18.00 lakhs (during F.Y 2020-21)	Rs. 38.59 lakhs (during F.Y 2020-21)
Remuneration proposed to be paid	Only sitting fees is paid for meetings of Board and Committees attended	Rs. 32.64 lakhs per annum	Rs. 18.00 lakhs per annum	Rs. 55.85 lakhs per annum

15

49TH ANNUAL REPORT 2020-21

STATEMENTPURSUANTTOTHEPROVISIONS OFSECTION 102 OFTHECOMPANIESACT, 2013

ITEMNO.4:

Mr. Krishna Kejriwal was re-appointed as Chairman and Managing Director of the Company for a further period of Five (5) years w.e.f. 1stApril,2019andholdsofficeassuchupto31st March,2024.

Mr. Krishna Kejriwal, aged 69 years is a Graduate in Science. He had held the position of President of Bombay IndustriesAssociation and Automotive Component Manufacturers Association of India (ACMA). The Company has progressed under his guidance as Managing Director of the Company since1976. During his long tenure of 45 years in the office of Managing Director, he has gained a rich experience in the field of production, marketing, exports, foreign collaboration, accounts, finance, banking and overall administration of the Company. Considering his prolonged association with the Company and vast experience, the Board of Directors, on recommendation of Nomination and Remuneration Committee and approval of theAudit Committee of the Company, at its meeting held on 10th February, 2021, approved the remuneration payable to Mr. Krishna Kejriwal, Managing Director of the Company, for a period of one (1) year w.e.f. 1stApril, 2021 on the terms and conditions as set out in the resolution at item no. 4 of the Notice of 49thAGM oftheCompany,subjecttotheapprovalofthemembersof theCompany.

th

The Board of Directors recommends passing of the Special Resolution as set out at item no. 4 of the Notice of 49 AGM of the Company fortheapprovalofthemembersoftheCompany.

The additional details as required to be given pursuant to clause (iv) to second proviso of Section II B of Part II of Schedule V of the CompaniesAct,2013,areprovidedasanannexuretotheNoticeof 49thAGM of theCompany.

Except Mr. Krishna Kejriwal, Chairman and Managing Director, Mr. Rahul Kejriwal, Whole Time Director and Chief Financial Officer and Mrs. Chand Kejriwal, Whole Time Director of the Company, none of the other Directors and Key Managerial Personnel of yourCompanyortheirrelativesareconcernedorinterested,financiallyor otherwiseintheaforesaidresolution.

ITEMNO.5:

Mrs. Chand Krishna Kejriwal was re-appointed as Whole Time Director of the Company for a further period of Five (5) years w.e.f. 1st April,2019andholdsofficeassuchupto31stMarch,2024.

Mrs. Chand Kejriwal, aged 65 years did her Inter (Arts) from University of Mumbai. Since 1976, she is acting as Whole Time Director of the Company. During her long tenure of 45 years in the office of Whole Time Director, she has gained rich experience in the field of marketing, Human Resource Management and General Administration of the Company. Considering her prolonged association with the Company and vast experience, the Board of Directors, on recommendation of Nomination and Remuneration Committee and approval of the Audit Committee of the Company, at its meeting held on 10th February, 2021, approved the remuneration payable to Mrs. Chand Kejriwal, Whole Time Director of the Company for a period of one (1) year w.e.f. 1st April, 2021 on the terms and conditionsassetoutintheresolutionatitemno.5oftheNoticeof 49thAGM of theCompany, subjecttotheapprovalof themembers.

th

The Board of Directors recommends the Special Resolution as set out at item no. 5 of the Notice of 49 AGM of the Company for the approvalofthemembersoftheCompany.

The additional details required to be given pursuant to clause (iv) to second proviso of Section II B of Part II of Schedule V of the CompaniesAct,2013,areprovidedasanannexuretotheNoticeof 49thAGM of theCompany.

Except Mrs. Chand Kejriwal,WholeTime Director, Mr. Krishna Kejriwal, Chairman and Managing Director and Mr. Rahul Kejriwal, Whole Time Director and Chief Financial Officer of the Company, none of the other Directors and Key Managerial Personnel of your Companyortheirrelativesareconcernedorinterested,financiallyor otherwiseintheaforesaidresolution.

ITEMNO.6:

st

Mr. Rahul Krishna Kejriwal was re-appointed as Whole Time Director of the Company for a further period of Five (5) years w.e.f. 1 June, 2020 and holds office as such upto 31st May, 2025. Further, he was also appointed as Chief Financial Officer of the Company with effect from 14th December, 2020 and was re-designated as Whole Time Director and Chief Financial Officer with effect from the said date.

Mr. Rahul Kejriwal, aged 42 years completed his Bachelor of Commerce from Narsee Monjee College, Mumbai. Considering his performance and valuable contribution asWholeTime Director and Chief Financial Officer of the Company, the Board of Directors, on recommendation of Nomination and Remuneration Committee and approval of the Audit Committee of the Company, at its meeting held on 31st May, 2021, approved the remuneration payable to Mr. Rahul Kejriwal,WholeTime Director and Chief Financial Officer of

16

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REMSONS INDUSTRIES LIMITED

st

the Company for a period of two (2) years w.e.f. 1 June, 2021 on the terms and conditions as mentioned in the resolution as set out at itemno.6of Noticeof49thAGM oftheCompany,subjecttotheapprovalof themembers.

th

The Board recommends the Special Resolution as set out at item no. 6 of the Notice of 49 AGM of the Company for the approval of the membersoftheCompany.

The additional details required to be given pursuant to clause (iv) to second proviso of Section II B of Part II of Schedule V of the CompaniesAct,2013,areprovidedasanannexuretotheNoticeof 49thAGM of theCompany.

Except Mr. Rahul Kejriwal, Whole Time Director and Chief Financial Officer, Mr. Krishna Kejriwal, Chairman and Managing Director and Mrs. Chand Kejriwal,WholeTime Director of the Company, none of the other Directors and Key Managerial Personnel of yourCompanyortheirrelativesareconcernedorinterested,financiallyor otherwiseintheaforesaidresolution.

By Order of the Board of Directors of Remsons Industries Limited

Rohit Darji Company Secretary & Compliance Officer Membership No. : A37077

Place: Mumbai Date:13th August, 2021

Regd. Office:

401,4th Floor,Gladdiola,HanumanRoad, VileParle(East),Mumbai-400057, Maharashtra,India.

17

49TH ANNUAL REPORT 2020-21

ANNEXURETOSTATEMENTPURSUANTTOSECTION 102 OFTHECOMPANIESACT, 2013

The details as required under Clause (iv) to second proviso of Section II B of Part II of Schedule V of the Companies Act, 2013 are given below :

I	GeneralInformation	GeneralInformation	GeneralInformation
	(1)	Natureofindustry		Remsons Industries Ltd., an Original Equipment Manufacturer (OME) supplying to two, three, four wheelers manufacturers all over India and exports globally. Control cables also known as Bowden cables globally are supplied by Remsons to International OEM's. Remsons also manufacturers Gear Shifters that are Dash Mounted & Floor Mounted for four wheelers and Light, medium andheavydutytruckapplications.
	(2)	Date or expected date of commencement of commercial production.		The Company is in existence and operation since 1971.
	(3)	In case of new companies, expected date of commencement of activities as per project approved by the financial institutions appearing in the prospectus.		Not Applicable
	(4)	Financial performance based on given indicators (during the financial year ended 31 March, 2021) st		EPS: Rs. 11.65
				Return on Net worth: 21.20%
	(5)	Foreigninvestmentsorcollaborators, ifany		The Company has incorporated one Wholly Owned Subsidiary namely "Remsons Holdings Ltd." on 21 August, 2020 and subscribed 5,00,000 Ordinary Shares of GBP 1.00 each and one step down wholly owned subsidiary namely, "Magal Automotive Ltd. earlier known as ("RemsonsAutomotive Ltd") on 26 August, 2020 and subscribed 5,00,000 Ordinary Shares of GBP 1.00 each with The Registrar of Companies, England and Wales. Remsons Holdings Ltd. has acquired a Step Down Subsidiary namely,"WoolfordPropertiesLtd.". and "Magal Automotive Ltd. earlierknown as ("RemsonsAutomotiveLtd") has acquired the assets and business of "Magal Cables Ltd." in the UK. Theseacquisitionswerecompletedon the21 October2020. st th st
II	Inf	ormationabout theappointees
	A	Mr.KrishnaKejriwal
	(1)	Backgrounddetails		Mr. Krishna Kejriwal, aged 69 years, is a Graduate in Science from University of Bangalore and has 45 years of experience in the field of production, marketing, exports, accounts, finance, banking and over all administration of the Company. Mr. Krishna Kejriwal has made significant contribution in the area of production, designs, innovation, export activities, business restructure and has extensive experience in costing of automotive products, analysis of products mix, financial collaboration and planning / execution of GreenfieldProjects.
	(2)	PastRemuneration		Rs. 32.64 Lakhs(duringF.Y. 2020-21)
	(3)	Recognitionorawards		Mr. Krishna Kejriwal had held the position of President of Bombay IndustriesAssociation andAutomotive Component Manufacturers Association of India (ACMA). He has received various awards on behalf of the Company from President of India and Minister of Industries. He participated in the meetings of the ACMA and deliveredlecturesinvariousmeetingsandconferences.

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REMSONS INDUSTRIES LIMITED

	(4)	Job profileandhissuitability	Mr. Krishna Kejriwal is Managing Director of the Company with substantial powers and overall control of the Company. Entire management team works under his supervision and all Manager report to him. Considering the qualification, experience, proven track record and performance of Mr. Krishna Kejriwal and contribution made by him for the growth of the Company as well as his capacity to handle emerging challenges in the times to come, the proposed remuneration payable to himis appropriate.
	(5)	Remunerationproposed	Rs. 32.64 Lakhsperannum(approx.)
	(6)	Comparativeremunerationprofilewith respecttoindustry,sizeoftheCompany, profileofthepositionandperson.	Considering his experience and contribution for the growth of the Company as well as his capacity to handle emerging challenges in the times to come, the remuneration payable to Mr. Krishna Kejriwal is considered fair, just and reasonable and are at par with the standards of theindustryinwhichtheCompanyoperates
	(7)	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.	Except the amount of interest @10% p.a. on the unsecured loan provided by him to the Company, receiving remuneration as Chairman and Managing Director and holding shares in the Company, Mr. Krishna Kejriwal does not have any pecuniary relationship directly or indirectly with the Company. Mr. Krishna Kejriwal is husband of Mrs. Chand Kejriwal and father of Mr. Rahul Kejriwal. He is also the Promoter of the Company.
	B	Mrs.Chand KrishnaKejriwal
	(1)	Backgrounddetails	Mrs. Chand Kejriwal, aged 64 years has gained a rich experience in the field of marketing, human resource management and general administration of the Company. She is involved in various social and humanwelfareactivities.
	(2)	PastRemuneration	Rs. 18.00 Lakhs(duringF.Y. 2020-21)
	(3)	Recognitionorawards	Mrs. Chand Kejriwal got recognition in various social and human welfare activities. She actively participated in social gatherings and got awards inadifferentfieldof floriculture.
	(4)	Job profileandhersuitability	Mrs. Chand Kejriwal is Whole Time Director of the Company with substantial powers. She looks after marketing, human resource management and general administration of the Company. Considering the qualification, experience, proven track record and performance of Mrs. Chand Kejriwal and contribution made by her for the growth of the Company as well as her capacity to handle emerging challenges in the timestocome,theproposedremunerationpayabletoheris appropriate.
	(5)	Remunerationproposed	Rs. 18.00 Lakhsperannum(approx.)
	(6)	Comparativeremunerationprofilewith respecttoindustry,sizeoftheCompany, profileoftheposition	Considering her rich experience as detailed in the proposed resolution, the terms of the remuneration payable to Mrs. Chand Kejriwal are considered fair, just and reasonable, and are at par with the standardsof theindustryinwhichtheCompanyoperates.
	(7)	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.	Except the amount of interest @ 10% p.a. on the unsecured loan provided by her to the Company, rent for a premises given on leave and license to the Company, receiving remuneration as Whole Time Director and holding shares in the Company, Mrs. Chand Kejriwal does not have any pecuniary relationship directly or indirectly with the Company. Mrs. Chand Kejriwal is wife of Mr. Krishna Kejriwal and mother of Mr. RahulKejriwal.She is alsothePromoterof theCompany.

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49TH ANNUAL REPORT 2020-21

	C	Mr.Rahul Kejriwal	Mr.Rahul Kejriwal
	(1)	Backgrounddetails		Mr. Rahul Kejriwal, aged 42 years, is a Commerce Graduate from Narsee Monjee College, Mumbai and having 15 years of experience in the fields of production, marketing and design. Mr. Rahul Kejriwal has made significant contribution in the area of production, designs, innovation, exports, business restructure and has extensive experience in costing of automotive products, analysis of products mix, financial collaborationandplanning/executionof GreenfieldProjects.
	(2)	PastRemuneration		Rs.38.59 Lakhs(duringF.Y. 2020-21)
	(3)	Recognitionorawards		Mr. Rahul Kejriwal is Commerce Graduate from Narsee Monjee College,Mumbai
	(4)	Job profileandhissuitability		Mr. Rahul Kejriwal is responsible for the day to day affairs of the Company under supervision of Mr. Krishna Kejriwal, Chairman and Managing Director and overall control of the Board of Directors of the Company. Considering the qualification, experience, proven track record and performance of Mr. Rahul Kejriwal and contribution made by him for the growth of the Company as well as capacity to manage the emerging challenges in the times to come, the proposed remuneration payabletohimis appropriate.
	(5)	Remunerationproposed		Rs. 55.85 Lakhsperannum(approx.)
	(6)	Comparativeremunerationprofilewith respecttoindustry,sizeoftheCompany, profileofthepositionandperson.		Consideringhis richexperience,thetermsof theremunerationpayable to Mr. Rahul Kejriwal are considered fair, just and reasonable and are at parwiththestandardsof theindustryinwhichtheCompanyoperates.
	(7)	Pecuniaryrelationshipdirectlyor indirectlywiththecompany, orrelationshipwiththemanagerial personnel,ifany.		Except receiving remuneration as Whole Time Director and CFO and holding shares in the Company, Mr. Rahul Kejriwal has no other pecuniary relationship with the Company, directly or indirectly, or with managerial personnel, except that he is one of the Promoter, and is son of Mr. Krishna Kejriwal, Chairman and Managing Director and Mrs. ChandKejriwalWholeTimeDirectorof theCompany.
III.	Othe	rInformation
	(1)	Reasonsofloss orinadequateprofits		The Company has maintained healthy growth in operating income over the past three years with the consistent profit margins and profitability. The Company has long standing experience in the autoancillary industry and has established client base in automobile industry. The Company intends to increase its share of revenue from the after-market which may not only support operating margin but will also insulate the company from the volatility in demand from the automobile sector. The Company's business prospects remain dependent upon the growth and prospects of the automobile industry as whole. The automotive component industry over the past few years has become extremely competitive following the entry of several players in the industry. Performance of the automobile manufacturing companies affects the profitabilityof theCompany.
	(2)	Stepstakenorproposedtobetaken forimprovement		The Company has initiated several measures to improve its profitability. It has strengthened and consolidated operations of various manufacturing units at different locations to ensure uniformity and better administration. Further, to survive in the competitive era, more and more orders from the global as well as domestic OEM Market are planned to be procured in addition to achieve higher production by deploying all its resources and capacities available and by choosing right

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REMSONS INDUSTRIES LIMITED

				product mix with application of various cost cutting measures without of course,compromisingon thequalityof itsproducts.
	(3)	Expectedincreaseinproductivityand profits.		The Company expects price of steel, the main raw material, to remain stable.Upsurgeindemandfor automobileindustrywillcertainlyhavea positivebearingon theautocomponentindustry.
IV	Disc	losures
	(1)	All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. .		As stated in item nos. 4, 5 and 6 of the Notice of AGM
	(2)	Details of fixed component and performance linked incentives along with the performance criteria
	(3)	Service contracts, notice period, severance fees service contracts, notice period, severance fees		Three (3) months' notice period, no severance fees payable
	(4)	Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable		Not Applicable

By Order of the Board of Directors of Remsons Industries Limited

Place: Mumbai Date:13th August, 2021

Rohit Darji Company Secretary & Compliance Officer Membership No. : A37077

Regd. Office:

401,4th Floor,Gladdiola,HanumanRoad, VileParle(East),Mumbai-400057, Maharashtra,India.

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