REMI EDELSTAHL TUBULARS LIMITED
Your Directors have immense pleasure in presenting the 48thAnnual Report and AuditedStatements of Accounts of the Company for the year ended 31st March 2019.
The performance for the financial year ended 31 st March 2019 is summarized below:-
| || ||(` in Lacs) |
| ||2018 2019 ||2017 2018 |
|Gross Turnover ||12458.20 ||6033.87 |
|Profit / (Loss) before ||868.26 ||425.23 |
|Finance Cost Depreciation and Tax (EBIDTA) || || |
|Finance Cost ||346.85 ||242.50 |
|Depreciation ||476.59 ||478.25 |
|Taxation ||33.13 ||(101.63) |
| ||856.57 ||619.12 |
|Profit/ (Loss) for the period ||11.69 ||(193.89) |
|Other comprehensive income ||6.26 ||5.50 |
|Profit/ (Loss) for the period (after other comprehensive income) ||17.95 ||(188.39) |
|Balance brought forward ||(154.48) ||33.91 |
| ||(136.52) ||(154.48) |
|Appropriations || || |
|Transfer to General || || |
|Reserve ||-- ||-- |
|Balance carried to || || |
|Balance Sheet ||(136.52) ||(154.48) |
| ||(136.52) ||(154.48) |
The Company has achieved turnover of Rs.124.58 crores during the current financial yearas against Rs.60.34 crores during the previous year. The Company has achieved EBIDTA ofRs.8.68 crores during the year as against Rs.4.25 crores during the previous year.The Company has earned profit of Rs.0.18 Crores during the year as compared to loss of Rs1.88 crores in the previous year. The last four years were very challenging for theCompany in view of the slowdown in Indian economy in general and negative growth in thecapital goods industry in particular. During this period various were either on hold orstuck powersand other green field due to various factors i.e.; environmental clearancefinancial closure etc. and consequently as Key Component/ Material Suppliers Originalequipment manufacturers (OEM'S) like our company are saddled with inventory and lowbusiness prospects.
The Company is hopeful that fresh capital investment in the power refining and petrochemical sector will revive due to continuity of the
Government at Center and is taking steps in that direction by more reforms includingopening more sectors to FDI raising FDI limit of various sectors and stabilization ofGST. Your Company is well positioned as efforts made into product development over thepast few years have made your company one of the few manufacturers in the country that arecapable of producing tubes for the power generation industry. The Board of Directorsexpresses their inability to declare any dividend.
There are no amounts proposed to reserves.
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 Rajendra C. Saraf (DIN:00161412)retire by rotation and is to be re-appointed. The brief profile stated in the Corporate
During the year 5 (Five) 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.
Audited Financial Statements are prepared in accordance with Indian Accounting Standard(Ind AS) as prescribed under Section 133 of the Companies act 2013 read with the rulesmade thereof.
Shri Yatin Kumar Shah (Membership No.159796) Chartered Accountant was appointed asthe statutory auditor of the Company for a term of consecutive five years i.e; fromthe conclusion of the 46th annual general meeting till the conclusion of the 51st AnnualGeneral Meeting by the shareholders of the Company.
He has confirmed that he is not disqualified from continuing as auditor of the Company.
The statutory audit report for the financial year ended 31 st March 2019 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 Accountants to audit the cost records ofthe Company for the financial year 2019-20 on a remuneration of Rs.60000/- (Rupees SixtyThousand 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 V M Mehra & Associates wasappointed to conduct the secretarial audit of the Company for the financial year 2019-20as required under
Section 204 of the Companies Act 2013 and Rules thereunder. The secretarial auditreport for FY 2018-19 forms part of the Annual Report as "Annexure - A"to the Board's report. There is no qualification reservation or adverse remark in thereport.
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 atwww.remigroup.com. All related party transactions that were entered into during thefinancial 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 yearand thus disclosure in Form AOC-2 is not required. Pursuant to Schedule V of the SEBI((Listing Obligations and Disclosure Requirements) Regulation 2015 there are notransaction with any person or promoter/ promoters group holding 10% or more shareholding.
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 36 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. of Maharashtra. |
|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 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.1.02 Lacs |
|Outgo ||Rs.1108.46 Lacs |
The Composition of the Audit Committee is 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 placed on the Company's website at www.remigroup.com.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5(1) and 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees 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 othersentitled thereto excluding the information on employees' particulars which is availablefor inspection by the Members at the Registered Office of the Company during businesshours 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 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 theannual accounts for the year ended 31st March 2019 the applicable Accounting Standardshave been followed along with proper explanation relating to material departures if any;b. the Directors have selected accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended 31st March2019 and of the profit of the Company for that period; c. the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. the Directors have prepared the annualaccounts / financial statements on a going concern basis; e. that proper internalfinancial controls were in place and that the financial controls are adequate and wereoperating effectively; and f. that the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
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.
ON BEHALF OF THE BOARD
Sd/-VISHWAMBHAR C. SARAF
REMI House Plot No.11 Cama Industrial Estate Goregaon (East)
Mumbai 400 063
Dated: 14th August 2019