REMI EDELSTAHL TUBULARS LIMITED
Your Directors have immense pleasure in presenting the 46th Annual Report and AuditedStatements of Accounts of the Company for the year ended 31st March 2017.
The performance for the financial year ended 31st March 2017 is summarized below:-
| || ||(Rs. in Lacs) |
| ||2016 - 2017 ||2015 - 2016 |
|Gross Turnover ||7102.47 ||10774.61 |
|Profit / (Loss) before Finance Cost Depreciation and Tax (EBIDTA) ||(36.45) ||197.49 |
|Finance Cost ||281.58 ||606.33 |
|Depreciation ||470.89 ||483.77 |
|Taxation ||(350.49) ||(283.32) |
| ||401.98 ||806.78 |
|Profit/ (Loss) for the period ||(438.43) ||(609.29) |
|Balance brought forward ||470.43 ||1079.72 |
| ||32.00 ||470.43 |
|Appropriations || || |
|Transfer to General Reserve || || |
|Balance carried to Balance Sheet ||32.00 ||470.43 |
| ||32.00 ||470.43 |
The Company has achieved turnover of Rs.71.02 crores during the current financial yearas against Rs.107.75 crores during the previous year. The Company has achieved EBIDTA ofRs.(0.36) crores during the year as against Rs.1.97 crores during the previous year. Netloss during the year has decreased to Rs.4.38 crores from Rs.6.09 crores in the previousyear.
The last three four years were very challenging for the Company in view of the slowdownin Indian economy in general and negative growth in the capital goods industry inparticular. During this period various powers and other green field projects are either onhold 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 petrochemical sector will revive as the Government at Center is taking steps in that directionby more reforms including opening more sectors to FDI raising FDI limit of varioussectors and implementation of GST. Your Company is well positioned as efforts made intoproduct development over the past few years have made your company one of the fewmanufacturers in the country that are capable of producing tubes for the power generationindustry.
The Board of Directors expresses their inability to declare any dividend due to lossincurred by the Company.
There are no amounts proposed to reserves.
The Authorised Share capital during the year has increased from Rs.10.00 Crores toRs.15.00 Crores and Issued Subscribed and the Fully Paid-Up Capital has increased fromRs.9.98 Crores to Rs.14.98 Crores.
There are no Companies which have become or ceased to be its Subsidiaries JointVentures or associate Companies.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015.
Shri Vishwambhar C. Saraf (DIN:00161381) retire by rotation and is to be re-appointed.
During the year 6 (Six) Board meetings were held with gap between Meetings notexceeding the period prescribed under the Act. Details of Board and committee meetingsheld 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 Committeeformulated criteria for determining qualifications positive attributes and independenceof a Director and also a policy for remuneration of Directors Key Managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
The current statutory auditors M/s Sundarlal Desai & Kandodia CharteredAccountants (Firm Registration No.110560W) were last re-appointed by the members at theirannual general meeting held on 30 September 2014 to hold the office of auditors from theconclusion of the 43rd annual general meeting till the conclusion of this 46th annualgeneral meeting.
As per the provisions of section 139 of the Companies Act 2013 no listed companyshall appoint an audit firm as auditors for more than two terms of five consecutive years.The Act also provided for an additional transition period of three years.
The term of the current auditors expires at the conclusion of the ensuing annualgeneral meeting.
The Board of Directors at its meeting held on 28th August 2017 based on therecommendation of the Audit Committee has recommended the appointment of Mr. Yatin KumarShah (Membership No.159796) Chartered Accountant as the statutory auditor of theCompany for approval by the members.
Mr.Yatin Kumar Shah (Membership No.159796) Chartered Accountant has consented tothe said appointment and confirmed that his appointment if made would be within thelimits specified under section 141(3) (g) of the Act and that he is not disqualified to beappointed as statutory auditors in terms of section 143 of the Act.
Mr. Yatin Kumar Shah (Membership No.159796) Chartered Accountant will be appointed asthe statutory auditor of the Company from the conclusion of the ensuing annual generalmeeting till the conclusion of the 51st Annual General Meeting subject to ratification oftheir appointment by the members at every intervening annual general meeting on aremuneration as may be decided by the Board of Directors from year to year.
The members are therefore requested to appoint Mr. Yatin Kumar Shah (MembershipNo.159796) Chartered Accountant as statutory auditor of the Company for a term offive years from the conclusion of the ensuing annual general meeting till the conclusionof the 51st annual general meeting to be scheduled in 2022 subject toratification at each annual general meeting.
The statutory audit report for the financial year ended 31st March 2017 does notcontain any qualification reservation or adverse remark or disclaimer made by statutoryauditors.
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 beaudited by cost auditors. The Board has on the recommendation of the Audit Committeeappointed M/s. Kejriwal & Associates Cost Accountant to audit the cost records of theCompany for the financial year 2017-18 on a remuneration of Rs.45000/- (Rupees FortyFive Thousand only) subject to ratification by members. Accordingly a resolution seekingMembers' ratification for the remuneration payable to M/s. Kejriwal & Associates CostAuditors is included in the Notice convening the Annual General Meeting.
Shri Vishal Mehra Practicing Company Secretary was appointed in place of Shri V.S.Iyer due to his sudden demise to conduct the secretarial audit of the Company for thefinancial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The secretarial audit report for FY 2016-17 forms part of the Annual Report as"Annexure - A" to the Board's report. There is no qualificationreservation or adverse remark in the report
LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 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 SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Board has formulated Policy on RelatedParty 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 anarm's length basis and were in the ordinary course of business. There were no materialrelated party transactions entered by the Company during the year and thus disclosure inForm AOC-2 is not required.
None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees.
Your Directors draw attention of the members to Note 31 to notes to accounts whichsets out related party disclosures.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The details of conservation of energy technology absorption foreign exchange earningsand 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; || |
|(B) Technology absorption: || |
|i. the efforts made towards technology absorption; ||: The Company does not have any foreign collabor- ation for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments. |
|ii. the benefits derived like product improvement cost reduction product develop- ment 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.735.72 Lacs (including value of deemed exports & supplies to SEZ & EOU of Rs.681.84 Lacs) |
|Outgo ||Rs.1385.68 Lacs |
The Composition of the Audit Committee are stated in the Corporate Governance Report.
The Company has laid down a risk management policy identifying Foreign Exchange RiskBusiness Risk and Insurance risk. The senior management team reviews and manages theforeign exchange risks in a systematic manner including regular monitoring of exposuresproper advice from market experts hedging of exposures etc. The Company's currencyhedging strategies have helped minimize volatility and have helped buffer the impact ofcurrency exchange rate fluctuations.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTOR BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Board had carried out performance evaluation of itsown the Board Committees and of the Individual directors. Independent Directors at aseparate meeting evaluated performance of the Non-Independent Directors Board as a wholeand of the Chairman of the Board. The manner in which the evaluation has been carried outhas been detailed in the Corporate Governance Report.
The Company has not accepted any deposits from the public falling within the purview ofSection 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 tofinancial statements. The internal financial controls are adequate and are operatingeffectively.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. No personnel has been denied access to the Audit Committee. Thesame 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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting.
No employee of the Company was in receipt of remuneration equal to or exceeding theprescribed 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.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm that :
a. in the preparation of the annual accounts for the year ended 31st March 2017the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;
b. the Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year ended 31stMarch 2017 and of the loss of the Company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts /financial statements on a goingconcern basis;
e. that proper internal financial controls were in place and that the financialcontrols are adequate and were operating effectively ; and
f. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Board extends its grateful thanks to the Investors Central and various StateGovernments its bankers and district level authorities for their continued supportextended 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: 28th August 2017 ||(DIN:00161381) |