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Directors Report of Remi Edelstahl Tubulars Ltd.

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting the 44th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2015.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2015 is summarized below:-

(Rs. in Lacs)

2014 -2015 2013 -2014

Gross Turnover 18529.41 13379.19

Profit / (Loss) before Finance Cost

Depreciation and Tax (EBIDTA) 1065.75 793.38

Finance Cost 815.71 618.04

Depreciation 491.64 333.80

Taxation (72.06) 1235.29 (54.15) 897.69

Profit/ (Loss) for the period (169.54) (104.31)

Balance brought forward 1249.27 1396.25

1079.73 1291.94

Appropriations

Transfer to General Reserve - -

Balance carried to Balance Sheet 1079.73 1291.94

1079.73 1291.94

OPERATIONS :

The Company has achieved turnover of Rs.185.29 crores during the current financial year as against Rs.133.79 crores during the previous year. The Company has achieved EBIDTA of Rs.10.66 crores during the year as against Rs.7.93 crores during the previous year. However, net loss during the year has increased to Rs.1.70 crores from Rs.1.04 crores mainly due to increase in depreciation, due to adoption of new depreciation policy as per newly inserted Schedule II to the Companies Act, 2013 and increase in finance cost.

The last year was very challenging for the Company in view of the slowdown in Indian economy in general and negative growth in the capital goods industry in particular. For last two years various powers and other green field projects are either on hold or stuck due to various factors i.e; environmental clearance, financial closure etc. and consequently as Key Component/ Material Suppliers Original equipment manufacturers (OEM'S), like our company, are saddled with inventory and low business prospects.

The Company is hopeful that fresh capital investment in the power, refining and petro chemical sector will revive as the new government at Center is taking steps in that direction. Your Company is well positioned as efforts made into product development over the past few years have made your company one of the few manufacturers in the country that are capable of producing tubes for the power generation industry.

The Board of Directors express their inability to declare any dividend due to loss incurred by the Company.

There are no amounts proposed to reserves.

There are no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or associate Companies

SHARE CAPITAL:

During the year, 4,00,000 equity shares were issued and allotted under preferential allotment to promoter. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2015 stands at Rs.998.24 Lacs divided into 99,82,400 equity shares of Rs.10/- each.

DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Shri Shankarlal Jain (DIN :00174609) retire by rotation and is to be re-appointed.

CHANGES OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR:

Smt Anita Bhartiya was appointed as Non-Executive Independent Director of the Company w.e.f.14.08.2014. Shri Ritvik Saraf, have resigned from the Directorship of the Company w.e.f. 14.08.2014. Miss H.H.Joshi has been appointed as Company Secretary of the Company w.e.f. 14.11.2014. Mr. Pradeep C. Jalan, Chief Financial Officer, has been designated as Key Managerial Personnel of the Company.

BOARD MEETINGS:

During the year, five Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Act. Details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining qualifications, positive attributes and independence of a Director and also a policy for remuneration of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the appointment of the auditors M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) as Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

COST AUDITORS AND COST AUDIT REPORT :

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. Kejriwal & Associates, Cost Accountants to audit the cost records of the Company for the financial year 2015-16, on a remuneration of Rs.45,000/- (Rupees Forty Five Thousand only), subject to ratification by members. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Kejriwal & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

The Cost Audit Report for the financial year ended as on 31st March, 2014 was filed in xBrL format within prescribed time limit.

SECRETARIAL AUDITOR:

Shri V.S.Iyer, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as "Annexure - A " to the Board's report. There is no qualification, reservation or adverse remark in the report,

LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

Pursuant to provisions of The Companies Act, 2013 and Clause 49 of the Listing agreement, the Board has formulated Policy on Related Party Transactions and the same is available on the website of the Company at www.remigroup.com. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no material related party transactions entered by the Company during the year and thus disclosure in Form AOC-2 is not required.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees .

Your Directors draw attention of the members to Note 1.7 to notes to account, which sets out related party disclosures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

i. the steps taken or impact on conservation of energy;

: Replacement of 250W HPSV High Bay Height Fixtures with 100 W LED in plant sheds and modification in annealing furnace for improving its thermal efficiency.

ii. the steps taken by the company for utilizing alternate sources of energy;

Windmill generation at Dhule is supplied to plant through open access scheme of Govt.

iii. the capital investment on energy conservation equipments;

: Rs.12.78 Lacs FY-2014-15.

(B) Technology absorption:

i. the efforts made towards technology absorption;

:The Company does not have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution;

: The Company's products are Import substitutes.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

: N.A.

(a) the details of technology imported;

N.A.

(b) the year of import;

: N.A.

(c) whether the technology been fully absorbed;

: N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

: N.A.

iv. the expenditure incurred on

Research and Development : NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings Rs.6522.86 Lacs (including value of deemed exports & supplies to SEZ & EOU of Rs.5901.65 Lacs)

Outgo Rs.2962.47 Lacs

AUDIT COMMITTEE:

The Composition of the Audit Committee are stated in the Corporate Governance Report.

RISK MANAGEMENT:

The Company has laid down a risk management policy identifying Foreign Exchange Risk , Business Risk and Insurance risk. The senior management team reviews and manages the foreign exchange risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts, hedging of exposures, etc. The Company's currency hedging strategies have helped minimize volatility and have helped buffer the impact of currency exchange rate fluctuations.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out performance evaluation of its own, the Board Committees and of the Individual directors. Independent Directors at a separate meeting evaluated performance of the NonIndependent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

DEPOSITS:

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls are adequate and are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is posted on the website of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - B".

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

UNPAID DIVIDEND:

The amount of dividend lying unclaimed and unpaid for a period of seven years from the date of such transfer in the Unpaid Dividend Account will be transferred to the Investor Education and Protection Fund (IEPF), within prescribed time limit.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm that :

a. in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected 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 ended 31st March 2015 and of the loss of the Company for that period;

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

d. the Directors have prepared the annual accounts/financial statements on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPRECIATION:

The Board extends its grateful thanks to the Investors, Central and various State Governments, its bankers and district level authorities for their continued support extended to the Company from time to time.

Registered Office: ON BEHALF OF THE BOARD

REMI House, Plot No.11, Cama Industrial Estate, Sd/- Goregaon (East), VISHWAMBHAR C. SARAF Mumbai - 400 063 CHAIRMAN Dated: 14th August, 2015 (DIN:00161381)


Mar 31, 2014

Dear Members

Directors have immense pleasure in presenting the 43rd Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2014 is summarized below:-

(Rs. in Lacs) 2013-2014 2012-2013

Gross Turnover 13379.19 17743.00

Profit/Loss before 851.44 1199.50

Finance Cost, Depreciation and Tax (EBIDTA)

Finance Cost 676.10 637.26

Depreciation 333.80 312.35

Taxation (54.28) 955.62 61.56 1011.17

Profit/Loss for the period (104.18) 188.33

Balance brought forward 1396.12 1257.79

1291.94 1446.12

Appropriations

Transfer to General Reserve - 50.00

Balance carried to 1291.94 1396.12 Balance Sheet

1291.94 1446.12

OPERATIONS:

During the year, the company was impacted by the slowdown in the capital goods industry as well as the unprecedented depreciation of the INR vs the USD. Due to this, the company witnessed a sharp decline in its volumes as well as EBIDTA resulting in loss of Rs.1.58 Cr. during the year. However, the company is focused on product development of higher value added products for maintaining its strategic advantage in the industry over the long term.

The Company has installed and commissioned a brand new state of art Bright Annealing Furnace. In addition, the Ultra Sonic machine was upgraded to meet the requirements of the Nuclear Industry. An additional factory shed was also constructed. The total capital expenditure during the year was of Rs.12 crores. To part finance the Capital expenditure, one wind mill was sold, as it is not the core business of the Company.

With these new installations, the company is now capable to manufacture and supplies tubes for critical high pressure applications in the Power Industry (both Thermal/Nuclear), where selected manufacturers operate globally. The company is now able to produce the complete range of products for Thermal power plants and can develop further products for the Nuclear Power Industry.

The company is hopeful that fresh capital investments in the Power (both Thermal/Nuclear), Oil & Gas, Refining and Petro-Chemical sectors will revive with the stabilization of the new Government during the current FY which would put company in strong position to encash its investments.

DIRECTORS:

Shri Vishwambhar C. Saraf (DIN:00161381) and Shri Rajendra C. Saraf (DIN:00161412) retire by rotation and are to be re-appointed.

AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) are eligible to hold the office for a period of three years, upto 2017.

The members are therefore requested to appoint M/s Sundarlal, Desai & Kanodia, Chartered Accountants as auditors for three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 46th Annual General Meeting, to be scheduled in 2017.

COST AUDITORS AND COST AUDIT REPORT:

As per the order of the Central Government, your Company carries out an audit of its cost records.The due date for filing of the Cost Audit Report with the Ministry of Corporate affairs for the Financial year ended 31st March, 2013, was 180 days from the Closure of the Company''s financial year.The Cost Audit Report for the financial year ended as on 31st March, 2013 was filed in XBRL format within prescribed time limit.

The Central Government approved the appointment of M/s Kejriwal and Associates, Cost Auditors for conducting Cost audit for the Financial Year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Various cost reduction efforts are being made including switching fuel for furnaces from LPG to Natural Gas. Two new HT transformers have installed to reduce the Energy losses due to transmission of LT power. This will reduce the energy losses as well as reduce equipment downtime due to better power infrastructure.

The Company does not have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments.

The Company has received certification for ISO 14001 & ISO 18001 in addition to existing ISO 9001 Certificate, now a combination of all of them in one as IMS - Integrated Management System.

Additionally, it already has API 5LC (American Petroleum Institute), pEd 97/23 CE (Pressure Equipment Directive, CE Mark, for exports European Union Countries) and AD2000-Merkblatt W0 required for exports to Germany. It has also received EIL Enhancement cum revalidation certificate valid thru Dec 2015.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits.

UNPAID DIVIDEND:

The amount of dividend lying unclaimed and unpaid for a period of seven years from the date of such transfer in the Unpaid Dividend Account will be transferred to the Investor Education and Protection Fund (IEPF), within prescribed time limit.

DIRECTORS'' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Auditors of the Company from time to time, the Directors state that.

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation provided relating to material departures, if any;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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, if any; and

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

APPRECIATION:

The Board extends its grateful thanks to the Investor, Central and various State Governments, its bankers and district level authorities for their continued support extended to the Company from time to time.



Registered Office: ON BEHALF OF THE BOARD REMI House, Plot No.11, Cama Industrial Estate, Sd/- Goregaon (East), Mumbai - 400 063 VISHWAMBHAR C. SARAF Dated: 14th August, 2014 CHAIRMAN


Mar 31, 2012

To, The Members of REMI EDELSTAHL TUBULARS LIMITED

The Directors have immense pleasure in presenting 41st Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2012 is summarized below:-

(Rs. in Lacs)

2011 -12 2010 -11

Gross Turnover 19731.68 14037.80

Profit before Finance Cost, 1266.18 821.66

Depreciation and Tax (EBIDTA)

Finance Cost 799.37 457.68

Depreciation 290.03 268.70

Taxation 48.76 1138.16 6.77 733.15

Profit for the period 128.02 88.51

Balance brought forward 1179.77 1191.26

1307.79 1279.77

Appropriations

Transfer to General Reserve 50.00 100.00

Balance carried to Balance Sheet 1257.79 1179.77

1307.79 1279.77

OPERATIONS:

The year ended March, 2012 has been a turbulent year for the Global as well as the Indian Economy. The Indian Rupee was very volatile and has experienced new lifetime lows against the US Dollar. Apart from this phenomenon, the high interest rate regime in the Indian Economy has taken its toll on the Capital Goods Industry. In spite of these negatives, the Company has achieved higher production by volume, registering a growth of 30% which helped to achieve an EBIDTA growth of 54% over the last year. The NP of the Company increased by 44.64% on the strength of higher EBIDTA. The benefit of the increased volume and sales did not reflect in the profitability due to the depreciating Rupee/higher interest burden.

The adverse market conditions were tackled by the Company by its continuous effort of focussing on speciality product sectors, especially in the Energy Sectors. The management believes that further focus on these sectors is imperative for the Company's growth and continues to focus on these speciality sectors. The expansion programme initiated in the previous year is under implementation. Certain up-gradations have been completed by March while the remaining would be completed in the coming year. The benefits of this would be accrued partially in the coming year and thereafter reflect in the future performance. The Company has received approval from the American Petroleum Institute (API) which would help selling its products in the Petroleum sector in India and overseas.

The management believes that the product portfolio up-gradation (derived from the expansion programme undertaken) coupled with the measures to control the financial cost would help in achieving a better performance in the coming year.

DIRECTORS:

Under Article 64 of the Articles of Association of the Company, Shri Vishwambhar C. Saraf, Shri Kamal Kumar Dujodwala and Shri Rishabh R. Saraf retire by rotation and being eligible, offer themselves for re-election.

AUDITORS:

The retiring Auditors M/s. Sundarlal, Desai & Kanodia, Chartered Accountants, are eligible for re-appointment and have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be approved by the members and their remuneration has to be fixed.

AUDITORS' REPORT:

The Auditors' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

COST AUDITORS AND AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to several products manufactured by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and with proper explanation Provided relating to material departures, if any;

(ii) the Directors have followed appropriate 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 or loss 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, if any;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

"National Energy Conservation Award received by the Company for their effort in energy conservation in the Steel-Rerolling Section for the year 2011. The Company does not have any foreign collaboration for manufacture. The Company is continuously modernizing and improving its products in quality and is having ISO 9001/PED Certification (which is required for Export Sales).

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings Rs. 2212.76 Lacs (including deemed exports & supplies to SEZ & EOU of Rs. 1603.80 Lacs)

Outgo Rs. 9388.30 Lacs

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors' report, as an addendum thereto. However, as required by the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts as set out therein, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company, and the same will be forwarded by post.

UNPAID DIVIDEND:

The unpaid dividend relating to the financial year ended 31st March, 2005, will be transferred to Investor Education and Protection Fund, in the prescribed time limit.

APPRECIATION:

The Board place on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company, who have contributed in no small measure to the performance and the Company's continued inherent strength. It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. Shareholders' appreciation of the managements' efforts expressed at the general meetings of the Company and otherwise, is a grate fillip to strive for better performance year after year.

Registered Office: ON BEHALF OF THE BOARD

REMI House, Plot No.11,

Cama Industrial Estate,

Goregaon (East),

Mumbai - 400 063 VISHWAMBHAR C. SARAF

Dated: 14th August, 2012 CHAIRMAN


Mar 31, 2010

The Directors have immense pleasure in presenting 39th Annual Report and Audited Statements of the Company for the year ended 31st March, 2010.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2010 is summarized below:-

(Rs. In Lacs)

2009-2010 2008-2009

Gross Income 8323.42 13896.76

Profit/(Loss) before Depreciation & 287.29 (102.19)

Taxation

Depreciation 257.45 258.56

Taxation (17.13) 240.32 (87.44) 171.12

Net Profit /(Loss) for the year 46.97 (273.31)

Add: Balance brought forward 1210.97 1577.94

1257.94 1304.63

Less: Prior year adj ustments 33.31 6.34

Available for appropriation 1291.26 1310.97

APPROPRIATION:

Transfer to General Reserve 100.00 100.00

Balance carried to Balance Sheet 1191.26 1210.97

1291.26 1310.97

OPERATIONS:

Your Directors are pleased to inform you that the Company has changed its name to Remi Edelstahl Tubulars Limited. The word Edelstahl means Stainless Steel in German language. With this change the name itself reflects the products of the Company.

The year 2009-10 was a testing and challenging year for the Company. During the year, the turnover of the Company witnessed a sharp fall of 41% to Rs.97.64 Crores due to 23% lower volume of sales coupled with fall in prices. In spite of this, your Company has posted EBIDTA of Rs.564.63 a growth of 22% over the previous year, which helped the Company to break even in spite of recessionary business environment.

The Management still believes that the fundamentals and the prospects of the Company are positive. The Company has developed value added products e.g. Duplex Stainless Steel Grades and has also successfully executed trial orders during the year. Such product developments would help in improving utilization & profitability of the Company. The expansion programme initiated in the previous year is in the final stage of implementation and successful trial runs have been conducted. Commercial production benefits would commence in the coming years. The Company is also focusing on the growth in the power sector to optimize utilization of its capacity.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956:

Sub-Sec. (1)(e)

a. CONSERVATION OF ENERGY:

All efforts are being made to conserve energy.

b. TECHNOLOGY ABSORPTION:

The Company does not have any foreign collaboration for manufacture. The Company is continuously modernizing and improving its products in quality and is having ISO 9001/PED Certification (which is required for Export Sales)

c. FOREIGN EXCHANGE EARNINGS OUTGO:

Outgo - 93.17 Lacs

Earnings - 1217.01 Lacs (including deemed exports &

supplies to SEZ & EOU of Rs. 703.77)

Sub-Sec. (2A):

(i) Name Rishabh R. Saraf- He is a relative

of a Director, Shri Rajendra C. Saraf

(ii) Designation Managing Director

(iii) Remuneration Rs.37.35 Lacs

(iv) Nature of employment : Contractual for 3 (Three) years

(v) Other terms and Conditions:

(vi) Nature of Duties Entire Management of the Company

(vii) Qualification Bachelor of Arts in Business

Administration from the University of Nottingham, England

(viii) Experience 8 years

(ix) Date of commencement 1st April, 2002

(x) Age 31 years

(xi) Last employment None

(xii) Percentage of equity 2.14% ( 204846 Shares)

shares held

Sub-Sec. (2AA):

Your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 or loss of the Company for that period:

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors place on record their sincere thanks for the financial support from State Bank of India. They also place on record their appreciation for the dedicated services of the executives, staff and workers of the Company. Your Directors also appreciate the faith you have reposed in the Company and are confident that the Company can depend upon your continued support in its endeavour to grow.

Registered Office:

REMI HOUSE

11, Cama Industrial Estate, ON BEHALF OF THE BOARD

Goregaon (East),

Mumbai - 400 063

VISHWAMBHAR C. SARAF Dated: 12th August, 2010 CHAIRMAN

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