Remi Edelstahl Tubulars Limited

Transcription

1 Remi Edelstahl Tubulars Limited 27

2 41 st Annual Report

3 Remi Edelstahl Tubulars Limited Board of Directors Shri Vishwambhar C. Saraf Shri Rajendra C. Saraf Shri Kamal Kumar Dujodwala Shri Rishabh R. Saraf Shri Ritvik V. Saraf Shri Shankar Lal Jain Shri Gopikishan Biyani Chairman Managing Director Shri Sandeep Shriya Bankers STATE BANK OF INDIA Auditors M/s. Sundarlal, Desai & Kanodia Chartered Accountants 903, Arcadia, 195, N.C.P.A. Road, Mumbai Registered Office REMI HOUSE Plot No.11, Cama Industrial Estate, Goregaon (East), Mumbai Works (1) Plot No. N-211/1 M.I.D.C. Tarapur, Maharashtra (2) Village Brahmanwel, Taluka Shakri, District Dhule, Maharashtra 1

4 41 st Annual Report NOTICE To, The Members, REMI EDELSTAHL TUBULARS LIMITED NOTICE is hereby given that the 41 st Annual General Meeting of the Company will be held at the Company's Registered Office, Remi House, Plot No.11, Cama Industrial Estate, Goregaon (East), Mumbai , on Saturday the 29 th September, 2012 at A.M. to transact the following business: 1. To adopt the audited Balance Sheet as at, and the Statement of Profit and Loss for the year ended, 31 st March, To re-appoint as Director Shri Vishwambhar C. Saraf, who retires by rotation. 3. To re-appoint as Director Shri Kamal Kumar Dujodwala, who retires by rotation. 4. To re-appoint as Director Rishabh R. Saraf, who retires by rotation. 5. To appoint Auditors and to fix their remuneration. 6. To pass the following special resolution: "Resolved that the Company hereby authorises the payment of remuneration to its Directors, excluding its Managing Director, by way of commission, at one per cent of the net profits of the Company. "Further Resolved that this arrangement will enure for five years form April, 2011." Place :Mumbai Dated : 14 th August, 2012 For REMI EDELSTAHL TUBULARS LIMITED (RISHABH R.SARAF) MANAGING DIRECTOR NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS MEETING WILL BE ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER. 2. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday, the 21 st September, 2012 to Friday, the 28 th September, 2012, both days inclusive. 3. Green initiative in Corporate Governance: The Ministry of Corporate Affairs vide its circular bearing No.17/2011 dated 21/04/2011 and 18/2011 dated 29/04/2011 has taken a "Green Initiative in Corporate Governance" by allowing paperless compliances by Companies through electronic mode. Companies can now send various notices/documents to their shareholders through electronic mode to the registered addresses of the shareholders. In this regard please register your address and changes therein from time to time with the Company/ Registrar and Transfer Agent or with the concerned depositories. 4. Explanatory statement relating to the item of special business at item No.6 is set out below: Explanatory statement - Pursuant to Section 173 of the Companies Act, Annexure to the notice. It is proposed to renew the arrangement for payment of commission to its Directors, in terms of the provisions contained in Section 309(4) of the Companies Act, This special resolution achieves this purpose. Shri V.C. Saraf, Shri R.C. Saraf, Shri Rishabh R. Saraf and Shri Ritvik V. Saraf, Directors, are to be deemed to be interested in this item of business. Your Directors commend this resolution for your approval. 2

5 Remi Edelstahl Tubulars Limited DIRECTORS' REPORT To, The Members, REMI EDELSTAHL TUBULARS LIMITED Your Directors have immense pleasure in presenting 41 st Annual Report and Audited Statements of Accounts of the Company for the year ended 31 st March, PERFORMANCE REVIEW: The performance for the financial year ended 31 st March, 2012 is summarized below:- ( in Lacs) Gross Turnover Profit before Finance Cost, Depreciation and Tax (EBIDTA) Finance Cost Depreciation Taxation Profit for the period Balance brought forward Appropriations Transfer to General Reserve Balance carried to Balance Sheet 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 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 Lacs (including deemed exports & supplies to SEZ & EOU of Lacs) Outgo 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 31 st 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: REMI House, Plot No.11, Cama Industrial Estate, Goregaon (East), Mumbai Dated: 14 th August, 2012 ON BEHALF OF THE BOARD VISHWAMBHAR C. SARAF CHAIRMAN 3

6 41 st Annual Report MANAGEMENT DISCUSSION AND ANALYSIS (a) Industry Structure and Development: The Stainless steel tube and pipe industry can be classified in the organized sector, in which the Company operates has witnessed a sharp growth in capacity over the past few years. The growth in the product markets have shifted from the traditional focus on oil and petrochemical sector to the power sector. This shift stands to become more prominent in the next few years as the installation of nuclear power plants becomes more critical for the growth of the economy. There has been a revival in demand in the Fertilizer sector owing to the governments focus on increasing the agricultural produce. (b) Opportunities and Threats: The growth in the power (both thermal & nuclear)/ fertilizer/ oil and petroleum sector offer opportunities for the Company's products. However, the pricing volatility of key raw material ingredients (such as nickel) can affect demand and usage patterns of user industry as well as affect the viability of major project investments. Apart from this, installation of LNG terminals can have a substantial contribution in the usage of stainless steel tubular products. The threat of dumping of secondary quality products and imposition of antidumping duties by the government on major raw materials can have adverse effect on the demand. The effect of Nuclear disaster in Japan can have an impact on the global view of operating and constructing nuclear power plants which can delay the growth plans of the Company. (c) Outlook: The management firmly believes that the Stainless Steel Tubular industry has strong fundamentals and views that this is an essential product required during the further industrialization of the country. Its expansion programme which is catered to meeting the demand for value added products is going to give the Company a chance to participate in the specialized markets which are currently dominated with few manufacturers. The approvals received from users abroad will help in redevelopment of an export market which is currently negligible in the Company's portfolio. (d) (e) (f) (g) (h) Risk and Concerns: The uncertainty created by the Euro crisis may affect demand of Euro area. It may also have a further impact on the Indian Rupee, which would make imports more expensive. The Company however, is taking suitable steps to ensure protection of its margins as and when required. The high rate of interest and lower monsoons may continue to dampen the investment scenario in India Internal Control Systems and their adequacy: The Company has adequate internal control systems in technical and financial fields. Financial Performance: The Financial Performance of the Company has improved with better capacity utilization and product mix. Human Resources/ Industrial Relations: The Company has maintained good industrial relations and is continuously adding to the human resources of the Company. Cautionary Statement: Statements in this report on Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or productions may be "forward looking statements" within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting global and domestic demand and supply, finished goods prices in the domestic and overseas markets in which the Company operates, raw-materials cost and availability, changes in Government regulations, tax regimes, economic developments within or outside India and other factors such as litigation and industrial relations. The Company assumes no responsibility to publicly amend, modify or revive any forward looking statements on the basis of any subsequent developments, information or events. CORPORATE GOVERNANCE 1. COMPANY'S BASIC PHILOSOPHY: The Company's philosophy is to undertake its business with integrity, fairness, transparency and accountability and to ensure that adequate internal control systems are devised and put in place so that the interests of shareholders, employees, suppliers and those associated with the company are protected. 2. BOARD OF DIRECTORS: During the year, the Board of Directors met 4 (Four) times on 30/05/2011, 12/08/2011, 11/11/2011 and 14/02/2012. COMPOSITION AND CATEGORY OF DIRECTORS Name of Director Category Attendance Particulars Other Boards Annual General Board Directorship Committee Committee Meeting Meetings Chairmanship Membership Mr. V.C. Saraf Promoter No Mr. M.P. Jatia Independent No Non-Executive Mr. K.K. Dujodwala Independent No 4 4 Non-Executive Mr. R.C. Saraf Promoter Yes Mr. R.R. Saraf Promoter Executive Yes 4 4 Mr. R.V. Saraf Promoter Yes 3 3 Non-Executive Mr. S.L. Jain Independent No 4 1 Non-Executive Mr. G.K. Biyani Independent No 2 7 Non-Executive 4

7 Remi Edelstahl Tubulars Limited 3. AUDIT COMMITTEE: The Audit Committee has two qualified, independent and nonexecutive directors and provides assistance to the Board of Directors in fulfilling its responsibilities. The functions of the audit committee include: Overseeing of the Company's financial reporting process and the disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible. Discussing the adequacy of internal control systems, the scope of audit, internal audit reports and the compliance thereof. Recommending the fixation of the audit fee and also approval for payment for any other services of the Auditors. Reviewing with management the quarterly and annual financial statements, before submission to the Board. Attendance of the members at the Audit Committee Meetings held during Committee Members Designation No. of Meetings Held Attended Mr. K.K. Dujodwala Member 4 4 Mr. S.L. Jain Chairman 4 4 Mr. R.C. Saraf Member SHAREHOLDERS/INVESTORS GRIEVANCES COMMITTEE The Members of the Committee comprise of Shri V. C. Saraf and Shri R. C. Saraf. Shri V. C. Saraf is the Chairman of the Committee. The Company had received 4 complaints during the year All the complaints had been disposed off. There are no Shareholders' complaints pending. 5. GENERAL BODY MEETINGS The last 3 Annual General Meetings of the Company were held as under: Date Venue Time No. of special resolutions 30/9/2009 Remi House, Plot No.11, Two Cama Industrial Estate, A.M. Goregaon (E), Mumbai /9/ do - - do - One 30/9/ do - - do - 6. POSTAL BALLOT: During the last year, no resolution was passed through Postal Ballot and no resolution is proposed to be passed through Postal Ballot. 7. DISCLOSURES: Disclosures on materially significant Transactions with related related party transactions that may parties are disclosed in have potential conflict with the Note No 1.7 to the accounts. interests of company at large. These transactions are not in conflict with the interests of the Company Details of non-compliances by the Nil Company, penalties, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. Details of compliance with The Company has complied mandatory requirements and with all mandatory requiradoption of non-mandatory rements of Clause 49 requirements of this clause. of Listing Agreement. 8. REMUNERATION TO DIRECTORS: ( in Lacs) Name & Designation Salary Commi- Sitting ssion fees R. R. Saraf - Managing Director V. C. Saraf - Chairman R. C. Saraf K. K. Dujodwala M. P. Jatia S. L. Jain G. K. Biyani R. V. Saraf BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE APPOINTMENT: Shri Vishwambhar C. Saraf, Shri Kamal Kumar Dujodwala and Shri Rishabh R. Saraf, Directors, who are retiring by rotation, are to be re-appointed. The brief resume of these Directors is given herebelow: i) Shri Vishwambhar C. Saraf is a commerce graduate of the University of Bombay and after graduation he joined the family business. He is Managing Director of Remi Elektrotechnik Ltd. and is on the Board of Remi Process Plant and Machinery Ltd. and Magnificent Trading Pvt. Ltd. ii) Shri Kamal Kumar Dujodwala is a B.Sc. Graduate. He has a vast experience of nearly 29 years in various sectors of business. He is on the Board of Dujodwala Resins & Terpences Ltd., Dujodwala Products Ltd., Indo Euro Securities Ltd. and Dujodwala Exports Pvt. Ltd. iii) Shri Rishabh. R. Saraf has obtained a Bachelor of Arts in Business Administration from the University of Nottingham, England. After his return, he joined his family business and has received from his elders in the family very good training in business management. He is the Managing Director of the Company since April, 2002, in full charge of the manufacturing and export activities of the Company. 10. MEANS OF COMMUNICATION: The Company regularly intimates its financial results to the Bombay Stock Exchange Limited as soon as the same are approved and taken on record. These financial results are published in The Free Press Journal and Navshakti. 11. GENERAL SHAREHOLDER INFORMATION: The 41st Annual General Meeting of the Company will be held on Saturday the 29th September, 2012, at its Registered Office, Remi House, Plot No. 11, Cama Industrial Estate, Goregaon (East), Mumbai at A.M. Financial year of the Company is from 1st April, 2011 to 31st March, The Register of Members and the Share Transfer Books of the Company will remain closed from Friday, the 21st September, 2012 to Friday, the 28th September, 2012, both days inclusive. Listing on Stock Exchange: Name of the Stock Exchange Stock Code Bombay Stock Exchange Limited

8 41 st Annual Report Market Price Data Month High Price( ) Low Price( ) April May June July August September October November December January February March Registrar and Transfer Agents: Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai Tel: / / , Fax: investor@bigshareonline.com Website: Share Transfer System: The transfers received by the Company or Registrar and Transfer agent in physical form are processed and Share Certificates are dispatched. Distribution of Shares: Distribution of Shareholding as on 31 st March, No. of Equity No. of Share % of Total Total No. % of total Shares Held holders Holders of Shares Capital Upto 500 3, , , , , , , , & Above ,939, TOTAL: 3, ,582, Categories of Shareholders as on 31 st March, 2012 Category No. of No. of % of total Holders Shares Share Holding Individuals Companies FIIs, NRIs & OCBs Mutual Funds, Banks & FIs TOTAL: Dematerialization of Shares: As on 31 st March, 2012, equity shares constituting 93.28% have been dematerialized. Plant Locations: 1. The manufacturing facility of the Company located at the Plot No. N 211/1, M. I. D. C., Tarapur, Maharashtra. 2. Windmill located at Village Brahmanwel, Taluka Sakri, District Dhule, Maharashtra. Address for Correspondence: Registered & Corporate Office: Registrar and Share Transfer Agent: REMI HOUSE Bigshare Services Private Limited Plot No.11, Cama Industrial Estate, E-2/3, Ansa Industrial Estate, Goregaon (E) Mumbai Saki Vihar Road, Saki Naka, Ph. No Andheri (E), Mumbai Fax No Ph. No.: / vsiyer@remigroup.com Fax No.: rmi_igrd@remigroup.com investor@bigshareonline.com CERTIFICATE OF CORPORATE GOVERNANCE The Members, REMI EDELSTAHL TUBULARS LIMITED We have examined the compliance of conditions of Corporate Governance by REMI EDELSTAHL TUBULARS LIMITED, for the year ended on March 31, 2012 as stipulated in clause 49 of the Listing Agreement of the said Company with Bombay Stock Exchange Limited, Mumbai. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has compiled with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the shareholders/investors Grievance Committee of the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effectiveness with which the management has conducted the affairs of the Company. For SUNDARLAL, DESAI & KANODIA, CHARTERED ACCOUNTANTS, PLACE : MUMBAI DATED : 14 th August, 2012 (M. B. DESAI) PARTNER 6

9 Remi Edelstahl Tubulars Limited AUDITORS REPORT To, The Members of Remi Edelstahl Tubulars Limited. Report on the financial statements We have audited the accompanying financial statements of Remi Edelstahl Tubulars Limited (the company), which comprise the balance sheet as at 31 st March 2012, and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's responsibility for the financial statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Report on other legal and regulatory requirements 1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. b. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books. c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account. d. In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, e. On the basis of written representations received from the directors as on 31 st March 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a. In the case of the balance sheet, of the state of affairs of the company as at 31 st March 2012; b. In the case of the statement of profit and loss, of the profit for the year ended on that date, and c. In the case of the cash flow statement, of the cash flows for the year ended on that date. For SUNDARLAL, DESAI AND KANODIA, CHARTERED ACCOUNTANTS, Registrarion No W PLACE : MUMBAI (M. B. DESAI) DATED : 30 th May, 2012 Membership No

10 41 st Annual Report ANNEXURE TO THE AUDITORS REPORT [REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF REMI EDELSTAHL TUBULARS LIMITED, AS AT 31 ST MARCH 2012] (i) (ii) (iii) (iv) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies were noticed on such verification. (c) The Company has not disposed off substantial part of fixed assets during the year. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company. (a) According to the information and explanations given to us, the Company has not granted any unsecured loans to Companies/Firm/Other Persons covered in the register maintained under section 301 of the Companies Act, (b) According to the information and explanations given to us, the Company has taken unsecured loans from two companies covered in the register maintained under section 301 of the Companies Act, Amount involved during the year was Lacs and closing balance was Lacs. (c) In our opinion the rate of interest and other terms & conditions of unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company. (d) In our opinion payment of the principal amount and interest are also regular. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems. (v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices except for items of specialized nature, where a question of comparison does not arise. (vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. (ix) (a) According to the information and explanations provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, cess and other material statutory dues as applicable to it with appropriate authorities and there were no undisputed arrears as at 31 st March, 2012 for a period of more than six months from the date they become payable. (b) According to the information and explanations given to us, the particulars of dues of Income tax, Wealth tax, Service tax, Sales tax, Customs Duty, Excise Duty and Cess as at 8

11 Remi Edelstahl Tubulars Limited 31 st March, 2012, which have not been deposited on account of a dispute, are as follows: - Sr. Name of the Nature of Amount From where dispute No. Statute dues ( ) is pending 1. The Central Central Excise 70,94,153/- Comm. Of Central Excise Act,1944 Excise (Appeal) 2. The Customs Act Interest & Penalty 33,00,507/- Comm. (Appeal) (x) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. (xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company. (xvi) (xvii) (xviii) (xix) (xx) (xxi) According to the information and explanations given to us, the Company has applied the term loans for the purposes for which the loans were obtained. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment. According to the information and explanations given to us, there was no preferential allotment of shares to parties covered in the register maintained under section 301 of the Act during the year. According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the order are not applicable to the Company. According to the information and explanations given to us, the Company has not raised any money by public issue during the year. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. (xiv) (xv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company. For SUNDARLAL, DESAI AND KANODIA, CHARTERED ACCOUNTANTS, Registrarion No W (M. B. DESAI) PLACE : MUMBAI PARTNER. DATED : 30 th May, 2012 Membership Number

12 41 st Annual Report BALANCE SHEET AS AT 31 ST MARCH, 2012 Particulars Notes Figures at the Figures at the end of Current end of previous Reporting Reporting Period ended on Period ended on in lacs in lacs I. SOURCES OF FUNDS (1) Shareholders Funds (a) Share Capital (b) Reserves and Surplus 3 3, , Total - 1 4, , (2) Non-Current Liabilities (a) Long-Term Borrowings 4 2, , (b) Deferred Tax Liabilities (Net) (c) Other Long term Liabilities Total - 2 3, , (3) Current Liabilities (a) Short-Term Borrowings 6 3, , (b) Trade Payables 7 1, , (c) Other Current Liabilities 8 1, (d) Short-Term Provisions Total - 3 6, , Grand Total ( 1 to 3 ) 14, , II. ASSETS: (1) Non-Current Assets (a) Fixed Assets (i) Tangible Assets 10 4, , (ii) Intangible Assets (iii) Capital Work-in-Progress (b) Non-Current Investments (c) Long Term Loans and Advances Total - 1 5, , (2) Current Assets (a) Inventories 13 3, , (b) Trade Receivables 14 4, , (c) Cash and Cash Equivalents (d) Short-term Loans and Advances (e) Other Current Assets Total - 2 9, , Grand Total ( 1 to 2 ) 14, , Summary of Significant accounting policies Notes to Financial Statements 1 to 25 The accompanying notes are an integral part of the Financial Statements. AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR SUNDARLAL, DESAI & KANODIA, CHARTERED ACCOUNTANTS (M. B. DESAI) PARTNER Membership No PLACE : MUMBAI DATED : 30 th May, 2012 R. C. SARAF DIRECTOR R. R. SARAF MANAGING DIRECTOR 10

13 Remi Edelstahl Tubulars Limited STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31 ST MARCH, 2012 Particulars Notes Figures at the Figures at the end of Current end of previous Reporting Reporting Period ended on Period ended on ( in Lacs) ( in lacs) I. Revenue from Operations 18 19, , Less: Excise Duty 1, , , , II Other Income III Total Revenue (I +II) 18, , IV Expenses: Cost of Materials Consumed 20 14, , Purchase of Stock-in-Trade Changes in Inventories of Finished Goods & Work-in-Progress 22 (497.56) (870.99) Employee Benefit Expenses Other Expenses 24 2, , Depreciation and Amortization Expenses Finance Costs Total Expenses 18, , V Profit before Tax (III - IV) VI Tax Expense: (a) Current Tax (MAT) Less: MAT Credit Entitlement Net Current Tax (b) Deferred Tax (c) Excess/ (Short) Provision of taxation of earlier years W/Back (0.26) (0.26) VII Profit for the Period (V-VI) VIII Earning per Equity Share [Nominal Value of Share Rs. 10 ] (1) Basic (2) Diluted Summary of Significant accounting policies Notes to Financial Statements 1 to 25 The accompanying notes are an integral part of the Financial Statements. AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR SUNDARLAL, DESAI & KANODIA, CHARTERED ACCOUNTANTS (M. B. DESAI) PARTNER Membership No PLACE : MUMBAI DATED : 30 th May, 2012 R. C. SARAF DIRECTOR R. R. SARAF MANAGING DIRECTOR 11

14 41 st Annual Report CASH FLOW STATEMENT FOR THE YEAR ( in Lacs) A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit/(Loss) before Tax and Extra-ordinary item Adjustment for : Depreciation Interest Loss on sale of Fixed Assets Other non-operating Income (23.90) (5.40) Operating profit before working capital charges 1, Adjustment for : Trade and Other Receivables (1,549.90) (1,397.60) Inventories (1,422.65) Trade Payable and Provision (49.18) 1, Cash Generated from Operations (888.17) Interest Paid (799.37) (457.67) Direct Taxes Paid (10.38) (0.30) Cash Flow before Extra-ordinary items (363.08) (1,346.14) Extra-ordinary items - - Net Cash from Operating Activities (A) (363.08) (1,346.14) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (1,017.25) (207.62) Sales of Fixed Assets Purchase of Investments (1.05) - Other non-operating Income Net Cash used in Investing Activities (B) (850.00) (201.95) C. CASH FLOW FROM FINANCING ACTIVITIES Repayment of Long Term Loan - (442.94) Proceeds from Long Term Loan Proceeds from Short Term Loan , Decrease in Long Term Loans & Advances Increase in Long Term Liabilities Net Cash used in Financial Activities (C) 1, , Net Increase in Cash and Cash Equivalents (A+B+C) (9.61) Cash as at (Closing Balance) Cash as at (Opening Balance) Increase/Decrease in Cash Balance (9.61) NOTES: 1) The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard "Cash Flow Statement" 2) Cash and Cash equivalents includes Cash and Bank balances. 3) Figures in bracket represents Cash Outflow. AS PER OUR REPORT OF EVEN DATE FOR SUNDARLAL, DESAI & KANODIA, CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (M. B. DESAI) PARTNER Membership No R. C. SARAF DIRECTOR R. R. SARAF MANAGING DIRECTOR PLACE : MUMBAI DATED : 30 th May, 2012

15 Remi Edelstahl Tubulars Limited Particulars Figures at the Figures at the end of Current end of previous Reporting Reporting Period ended on Period ended on ( in Lacs) ( in lacs) NOTE - 2 SHARE CAPITAL AUTHORISED: 1,00,00,000 (1,00,00,000) Equity Shares of Rs.10/- each 1, , TOTAL 1, , ISSUED, SUBSCRIBED AND PAID-UP 95,82,400 (95,82,400) equity shares of Rs.10/- each fully paid-up (of these 49,39,700 equity shares were alloted by way of bonus shares) TOTAL a) Terms/ Rights Attached to Equity Shares: The company has only one class of equity shares having par value of 10/-each holder of equity shares is entitled to one vote per share. The compnay delcares and pays dividend in Indian Rupees. b) In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. c) Details of Shareholders Holding more than 5% Shares of the Company: Sr. Name of the Shareholder No. of shares as on No. of shares as on No Vandana V. Saraf 485, ,972 2 Vishwambharlal Chiranjilal HUF 501, ,264 3 Minakshi R. Saraf 552, ,580 4 Rajendra Finance Pvt. Ltd. 625, ,000 5 Remi Finance & Investment Pvt. Ltd. 625, ,000 6 Remi Securities Ltd. 1,209,390 1,209,390 7 Hanuman Forging & Engineering Pvt. Ltd. 1,000,000 1,000,000 8 Hanuman Freight & Carriers Pvt. Ltd. 1,000,000 1,000,000 d) There is no change in share Capital during the year. NOTE - 3 RESERVES AND SURPLUS a) Capital Reserve b) General Reserve: Opening Balance 2, , Add: Transferred from surplus balance in statement of profit & loss Closing Balance 2, , c) Surplus: Opening Balance 1, , Add: Profit for the period Less: Appropriations Transferred to General reserve Net surplus in the statement of profit & loss 1, , Total Reserves and Surplus 3, , NOTE - 4 LONG TERM BORROWING Term Loans: - Secured Loans From State Bank of India: a) Rupee Term Loan - I [Secured by equitable mortgage of land & building at Tarapur, land at Dhule for Wind Power Project and hypothecation of Plant & Machinery and extension of hypothecation charge on the entire current assets of the Company, consisting of Raw Materials, Stock-in-Process, Finished Goods, Stores & Spares, other Consumables, Book Debts,both Present & Future. The term loan is also guaranteed by two of the Directors.) (Repayable in monthly installment of 10,33,000/- each. Total number of installments - 60 ) (Applicable rate of interest % p.a) 13

16 41 st Annual Report Particulars Figures at the Figures at the end of Current end of previous Reporting Reporting Period ended on Period ended on ( in Lacs) ( in lacs) b) Rupee Term Loan - II [Secured by equitable mortgage of land & building at Tarapur, land at Dhule for Wind Power Project and hypothecation of Plant & Machinery and extension of hypothecation charge on the entire current assets of the Company consisting of Raw Materials, Stock-in-Process, Finished Goods, Stores & Spares, other Consumables, Book Debts,both Present & Future. The term loan is also guaranteed by two of the Directors.) (Repayable in monthly installment of 15,00,000/- each. Total number of installments - 60 ) (Applicable rate of interest % p.a) c) Vehicle Loan 8.90 (Secured against hypothecation of the Vehicle purchased from such loans repayble in 36 EMI s of 63,400/- each) Unsecured Loans Inter Corporate Loans Deferred Sales Tax Liabities Inter Corporate Loans from Related Parties , , Total Long Term Borrowing 2, , NOTE - 5 Long Term Liabilities Deposit Received NOTE - 6 SHORT TERM BORROWING Loans Repayable on Demand: Secured Loans: From State Bank of India: Cash Credit Facility 3, , [Secured by first hypothecation charge on entire current assets consisting of raw material, semi finished, finished goods and receivables. Extension of first charge on entire fixed assets of the Company consisting of land, building, plant & machinery situated at Tarapur, Distt. Thane and at Brahmanwel, Distt. Dhule. The Loans are also guaranteed by two of the Directors.) 3, , NOTE - 7 TRADE PAYABLES 1, , , , NOTE - 8 OTHER CURRENT LIABILITIES Interest accrued but not Due on Borrowings Income Received in Advance Unpaid Dividend Current Maturities of Long term debts Other Payables: - Advance from Customers TDS Payable Sales Tax Payable Other Statutory Dues Payable Other Creditors Excise Duty Payable Other Liabilities , NOTE - 9 SHORT TERM PROVISION For Employee Benefit: Provision For Gratuity Provision For Leave Encashment

17 Remi Edelstahl Tubulars Limited NOTE 10 REMI EDELSTAHL TUBULARS LIMITED. GROSS CARRYING AMOUNT DEPRECIATION NET CARRYING AMOUNT Particular As on Addition/ Deduction/ As on Upto For the Deduction Upto As on As on 1/04/2011 Adjustment Adjustment 31/03/12 31/03/11 Year 31/03/12 31/03/12 31/03/11 Year (a) TANGIBLE ASSETS: Leasehold Land 5,300, ,300,020 1,036,759 55,790-1,092,549 4,207,471 4,263,261 Land Leasehold Land - Wind Mill Factory Building Plant And Machinery 3, , , , , , Plant And Machinery - Wind Mill 1, , Dies & Moulds Electrical Installation Office Equipments Air Conditioners Computers Furniture & Fixtures Vehicles Leased Assets : Office Premises Plant & Machinery Total (a) 6, , , , , , Capital WIP (b) INTANGIBLE ASSETS: Computer Software Total (b) Grand Total ( a+b ) 6, , , , , , Previous Year Total 5, , , , , , Note: Deduction / Adjustment includes Rs.70,874/- on account of foreign exchange gain for the current year arising on foreign currency loan availed for purchase of Fixed Assets. PARTICULARS Figures at the Figures at the end of Current end of previous Reporting Reporting Period ended on Period ended on ( in Lacs) ( in lacs) NOTE - 11 NON -CURRENT INVESTMENTS - Unquoted & Trade Investment (valued at cost unless stated otherwise): Equity Shares : Tarapur Environment Protection Society [5816 (4768) shares of 100 each] (Aggregate amount of Unquoted investment) (Provision made for diminution of investment) - - NOTE - 12 LONG -TERM LOANS AND ADVANCES (Unsecured and considered good) Capital Advances Security Deposits NOTE - 13 INVENTORIES [ Refer note 1 ( v ) ] ( As per Inventory taken,valued and certified by management) (a) Raw Materials (including goods in transit Lacs) , (b) Work-In -Progress 2, , (c ) Finished goods (d) Stores and Spares (including goods in transit 0.64 Lacs) TOTAL 3, ,