To

The Members


REMI EDELSTAHL TUBULARS LIMITED

Your Directors have immense pleasure in presenting the 53rd Annual Report and Audited
Statements of Accounts of the Company for the year ended 31st March, 2024.


PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2024 is summarized below:

(Rs. in Lakhs) 


  

    

    
2023 2024
    
2022 2023
  
  

    
Gross Turnover
    
11,713.10
    
13,479.92
  
  

    
Profit / (Loss) before Finance Cost, Depreciation and Tax (EBIDTA)
    
704.94
    
601.56
  
  

    
Finance Cost
    
166.43
    
206.30
  
  

    
Depreciation
    
352.95
    
367.90
  
  

    
Taxation
    
46.66
    
12.59
  
  

    

    
566.04
    
586.79
  
  

    
Profit/ (Loss) for the period
    
138.90
    
14.77
  
  

    
Other comprehensive income
    
(24.90)
    
6.90
  
  

    
Total comprehensive income
    
114.00
    
21.67
  
  

    
Balance brought forward
    
(34.43)
    
(56.10)
  
  

    

    
79.57
    
(34.43)
  
  

    
Appropriations
    

    

  
  

    
Transfer to General Reserve
    
--
    

  
  

    
Balance carried to Balance Sheet
    
79.57
    
(34.43)
  
  

    

    
79.57
    
(34.43)
  



OPERATIONS :

The Company has achieved turnover of Rs.11,713.10 Lakhs during the current financial
year as against Rs.13,479.92 Lakhs during the previous year. The Company has achieved
EBIDTA of Rs.704.94 Lakhs during the year as against Rs.601.56 Lakhs during the previous
year. The Company has earned net profit of Rs.114.00 Lakhs during the year as compared to
profit of Rs.21.67 Lakhs in the previous year. 

The turnover of the Company has reduced during the year compared to previous year but
EBIDTA and net profit have improved compare to previous year as Company is focusing more
on value added product. Your Company's operating results are influenced by macro-economic
developments which can affect trends such as industrial production, capital spending,
commercial and infrastructure construction, commodity prices, and foreign exchange
variations. The demand seems to be good for stainless steel seamless and welded products
across industries.

While India is on a steady growth path, global geo-political developments such as the
Russia-Ukraine war and China plus one strategy may have some impact on capex investments
and consumption amidst uncertainty. Broad supply chain disruptions will continue to cause
cost in ationary pressure in the near future. We expect it to be in the short/medium term
and are con dent on the fundamentals of the Indian economy to achieve growth in the longer
term.

The central Government's "Make in India" initiative and both, government and
private investments in re ning, petrochemical, chemical, pharmaceutical & power are
expected to create robust demand for the Company's products. Secondly, the Government is
also focusing on creating major capacity in thermal power and nuclear power, which would
also create demand of our products. Our company has got all approvals with major users and
is expected to reap benefits of these initiatives.

The Board of Directors expresses their inability to declare any dividend.

There was no amount transferred to General reserves. There are no changes to share
capital during the year. 

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


DIRECTORS:

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:

Shri Rajendra C. Saraf retire by rotation and is to be reappointed. The brief pro le is
stated in the Corporate Governance Report.

Shri Vishwambhar C. Saraf retire by rotation and is to be reappointed. The brief pro le
is stated in the Notice of this Annual Report.

Shri Vishwambhar C. Saraf and Shri Rajendra C. Saraf are brothers and Shri Rishabh R.
Saraf is son of Shri. Rajendra C. Saraf. Apart from this, there is no relationship between
the Directors inter-se.


INDEPENDENT DIRECTORS

The three Independent Directors on the Board of the Company, Shri Mahendra Chirawawala,
Shri Sandeep Shriya, Smt. Anita Bhartiya will complete their tenure on 30th September,
2024. The Board placed on record its appreciation for the valuable contribution rendered
by them.

The Board based on recommendation of Nomination and Remuneration Committee has
recommended appointment of Smt. Archana Bajaj, Shri Harkishin Zaveri and Shri Mahabir
Prasad Sharma, as an Independent Directors of the Company for a term of ve years with
effect from 30th September, 2024, subject to approval by members by way of special
resolutions.

The Independent Directors possess the required skillset, competences and expertise in
the elds of general economics, corporate governance, business management & strategy,
nance, accounts, risk management, corporate laws, manufacturing, sales & marketing
etc.

Brief pro le of Independent Directors as stated in the Notice of the AGM.

All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015.The Board of Directors con rm

rd that the independent directors of the Company fulfill the conditions specified in
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are
independent of the management of the company.

The proposed Independent Directors of the Company, Smt. Archana Bajaj, Shri Harkishin
Zaveri and Shri Mahabir Prasad Sharma, have submitted declaration complying with the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Their
names are registered in the Independent Directors database. Based on the disclosures
provided by them, none of them are disqualified from being appointed as Director under
section 164 of the Act and they are independent from the Management. The Independent
Directors of the Company proposed to be appointed meet the criteria of independence as per
Section 149(6) of the Companies Act, 2013 (the Act) and comply with the code for
independent directors prescribed under schedule IV of the Act. They are not disqualified
from being appointed as Director as per disclosure submitted by them under section 164 of
the Act.


BOARD MEETINGS:

During the year, 4 (Four) Board meetings were held, with gap between Meetings as
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 quali cations, 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.


FINANCIAL STATEMENTS:

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 rules
made thereof.


AUDITORS:

M/s Sundarlal, Desai & Kanodia, Chartered Accountants, Firm Registration
No.110560W, was appointed as the statutory auditors of the Company for a term of
consecutive ve years i.e.; from the conclusion of the 51st annual general meeting till the
conclusion of the 56th Annual General Meeting by the shareholders of the Company.

They have con rmed that they are not disqualified from continuing as auditors of the
Company.

The statutory audit report for the financial year ended 31st March, 2024 does not
contain any 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 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 2024-25, on a remuneration of Rs.75,000/- 

(Rupees Seventy Five Thousand only), subject to rati cation by members. Accordingly, a
resolution seeking Members' rati cation for the remuneration payable to M/s. Kejriwal
& Associates, Cost Auditors, is included in the Notice convening the Annual General
Meeting.


SECRETARIAL AUDITOR:

Shri Kamlesh Rajoria, Practicing Company Secretary, Kamlesh Rajoria & Associates,
was appointed to conduct the secretarial audit of the Company for the financial year
2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.
The secretarial audit report for FY 2023-24 forms part of the Annual Report as "Annexure
- A" to the Board's report. There is no quali cation, 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 SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, 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. Pursuant to Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015, following are the
transactions with any person or promoter/ promoters group holding 10% or more
shareholding.


  

    
Name of Company
    
Loan Received
    
Interest Paid
    
Outstanding Closing balance
  
  

    
Remi Finance and Investment Pvt. Ltd.
    
Rs.173.00 Lakhs
    
Rs.9.59 Lakhs
    
Nil
  
  

    
Remi Securities Ltd.
    
Rs.87.00 Lakhs
    
Rs.0.57 Lakhs
    
Nil
  


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 34 to notes to accounts, 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
    modi cation 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 machi- neries 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.353.08 Lakhs
  
  

    
Outgo :
    
Rs.1412.12 Lakhs
  



AUDIT COMMITTEE:

The Composition of the Audit Committee is 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 bu er the impact of
currency exchange rate fluctuations.


PERFORMANCE EVALUATION OF INDEPENDENT DIRECTOR BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, 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 Non-Independent 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. No personnel has been denied access to the Audit Committee. The
same 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 from
Directors and Senior Management Personnel. The declaration by the CEO & Managing
Director a rming compliance of the Board of Directors and Senior Management Personnel to
the 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 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 O ce 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.


DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts for the year ended 31st March 2024, 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 a airs of the Company at the end of the financial year ended 31st
March 2024 and of the profit 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 are adequate and were operating effectively; and 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.


  

    
For REMI EDELSTAHL TUBULARS LIMITED
    
ON BEHALF OF THE BOARD 
  
  

    
Registered O ce :
    
Sd/-
  
  

    
Remi House, Plot No.11,
    
VISHWAMBHAR C. SARAF
  
  

    
Cama Industrial Estate,
    
CHAIRMAN
  
  

    
Goregaon (East),
    
(DIN:00161381)
  
  

    
Mumbai 400 063.
    

  
  

    
Dated: 14th August, 2024