REMI EDELSTAHL TUBULARS LIMITED
Your Directors have immense pleasure in presenting the 50 Annual Report and AuditedStatements of Accounts of the Company for the year ended 31 March 2021.
The performance for the financial year ended 31 March 2021 is summarized below:(Rs inLakhs)
| ||2020 2021 ||2019 2020 |
|Gross Turnover ||8211.56 ||10493.76 |
|Profit / (Loss) before ||567.67 ||773.17 |
|Finance Cost Depreciation and Tax (EBIDTA) || || |
|Finance Cost ||121.37 ||276.11 |
|Depreciation ||422.42 ||471.21 |
|Taxation ||2.34 ||11.35 |
| ||546.13 ||758.67 |
|Profit/(Loss) for the period ||21.54 ||14.50 |
|Other comprehensive income ||6.16 ||(13.01) |
|Profit/(Loss) for the period (after other comprehensive income) ||27.70 ||1.49 |
|Balance brought forward ||(135.03) ||(136.52) |
| ||(107.33) ||(135.03) |
|Appropriations || || |
|Transfer to General Reserve || || |
|Balance carried to Balance Sheet ||(107.33) ||(135.03) |
| ||(107.33) ||(135.03) |
The Company has achieved turnover of Rs. 8211.56 Lakhs during the current financialyear as against Rs. 10493.76 Lakhs during the previous year. The Company has achievedEBIDTA of Rs. 567.67 Lakhs during the year as against Rs. 773.17 Lakhs during theprevious year. The Company has earned profit of Rs. 27.70 Lakhs during theyear as compared to profit of Rs.1.49 Lakhs in the previous year. The operations of theCompany impacted adversely in the current year due to COVID-19 pandemic.
The last four years were very challenging for the Company in view of the slowdown inIndian economy in general and negative growth in the capital goods industry in particular.During this period various powers and other green eld projects were either on hold orstuck due to various factors i.e.; environmental clearance financial closure etc. andconsequently 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 re ning and petrochemical sector will revive due to continuity of the Government at Center and is takingsteps in that direction by more reforms including opening more sectors to FDI raising FDIlimit of various sectors and stabilization of GST. Your Company is well positioned asefforts made into product development over the past few years have made your company oneof the few manufacturers in the country that are capable of producing tubes for the powergeneration industry.
The Company is hopeful that with the introduction of policy of Aatmanirbhar Bharat ofGovernment of India demand for the Company's product will get an impetus. Certaininvestment in the Gas and Oil sector coupled with investment in power sector give hopefor revival of S.S products.
The Government of India declared lockdown from third week of March 2020 to containspreading of Covid-19 pandemic in the country .Since then the lockdown has been extendedby Central Govt. State govt. and local authorities considering the prevailing situationin the particular area. The operations of the Company were severally affected by way ofinterruption of production unavailability of workforce and travel restrictions etc.After partial lifting of the restrictions the Company started its operation graduallyfrom third week of May 2020 and increased the capacity based on availability of workforce raw material and availability of transport facilities. However impact assessmentof the pandemic is a continual process given the uncertainties associated with its naturespread and duration.
The Board of Directors expresses 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.
Voluntary delisting of Equity shares
Pursuant to SEBI (Delisting of Equity Shares) Regulations 2009 the Company hadapplied BSE Limited for Voluntary delisting of Equity shares from BSE Limited.The BSELimited has informed to the Company that the delisting offer is deemed to have failed interms of Regulation 19(1) of the SEBI (Delisting of Equity Shares) Regulations 2009.
BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:
Shri Shankarlal Jain (DIN:00174609) retire by rotation and is to be re-appointed. Thebrief pro le is stated in the Corporate Governance Report.
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.The Board of Directors con rm that theindependent directors of the Company fulfill the conditions specified in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and are independent of themanagement of the company.
KEY MANAGERIAL PERSONNEL(KMP)
During the year Ms. Shriya Shah Company Secretary (KMP) & Compliance Of cer ofthe Company has resigned with effect from 31 March 2021. Ms. Divya Bafna was appointedas Company Secretary (KMP) & Compliance Of cer of the Company with effect from 1April 2021.
During the year 5 (Five) Board meetings were held with gap between Meetings asprescribed under the Act. Details of Board and committee meetings held during the year aregiven 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 quali cations positive attributes and independence ofa Director and also a policy for remuneration of Directors Key Managerial Personnel andsenior management. The details of criteria laid down and the Remuneration Policy are givenin 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 ve years i.e; from theconclusion of the 46 annual general meeting till the conclusion of the 51 Annual GeneralMeeting by the shareholders of the Company.
He has con rmed that he is not disqualified from continuing as auditor of the Company.
The statutory audit report for the financial year ended 31 March 2021 does not containany quali cation reservation or adverse remark or disclaimer made by statutory auditors.
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 2021-22 on a remuneration of Rs.60000/- (Rupees SixtyThousand only) subject to rati cation by members. Accordingly a resolution seekingMembers' rati cation for the remuneration payable to M/s. Kejriwal & Associates CostAuditors is included in the Notice convening the Annual General Meeting.
Shri Kamlesh Rajoria Practicing Company Secretary Kamlesh Rajoria & Associates was appointed to conduct the secretarial audit of the Company for the financial year2021-22 as required under Section 204 of the Companies Act 2013 and Rules thereunder.The secretarial audit report for FY 2020-21 forms part of the Annual Report as "Annexure- A" to the Board's report. There is no quali cation reservation or adverseremark 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. Pursuant to Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 there are no transaction with any person orpromoter/ 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 35 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 modi cation in annealing furnace for improving its thermal ef ciency. |
|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: |
|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 iv. the expenditure incurred on Research and Development ||: N.A. : Nil |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Earnings : ||Rs.317.21 Lakhs |
|Outgo : ||Rs.836.61 Lakhs |
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.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
Company has received a declaration of compliance with the Code of Conduct fromDirectors and Senior Management Personnel. The declaration by the CEO & ManagingDirector af rming compliance of the Board of Directors and Senior Management Personnel tothe Code of Conduct is appended to this Report.
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 theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof 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 con rm that : a. in the preparation of theannual accounts for the year ended 31 March 2021 the applicable Accounting Standards havebeen followed along with proper explanation relating 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 31March 2021 and of the profit 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 havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and 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 |
|For REMI EDELSTAHL TUBULARS LIMITED || |
|Registered Office : ||Sd/- |
|Remi House Plot No.11 ||VISHWAMBHAR C. SARAF |
|Cama Industrial Estate ||CHAIRMAN |
|Goregaon (East) ||(DIN:00161381) |
|Mumbai 400 063. || |
|Dated: August 11 2021 || |