Directors Report of Remi Edelstahl Tubulars Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the 54th
Annual Report and Audited Statements of Accounts of the
Company for the year ended 31st March, 2025.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2025
is summarized below:-

	2024 - 2025		2023- 2024
Gross Turnover/ Total Income		13,907.50		11,833.23
Profit / (Loss) before Finance Cost, Depreciation and Tax (EBIDTA)		839.93		704.94
Finance Cost	135.86		166.43
Depreciation	351.11		352.95
Taxation	85.77	572.74	46.66	566.04
Profit/(Loss) for the period		267.19		138.90
Other comprehensive income		(13.80)		(24.90)
Total comprehensive income		253.39		114.00
Balance brought forward		79.57		(34.43)
		332.96		79.57
Appropriations
Transfer to General Reserve		-		-
Balance carried to Balance Sheet		332.96		79.57
		332.96		79.57

OPERATIONS :

The Company has achieved turnover of Rs.13,907.50 Lakhs
during the current financial year as against Rs.11,833.23 Lakhs
during the previous year. The Company has achieved EBIDTA of
Rs.839.93 Lakhs during the year as against Rs.704.94 Lakhs
during the previous year. The Company has earned net profit of
Rs.267.19 Lakhs during the year as compared to profit of
Rs.138.90 Lakhs in the previous year. The production volume of
the Company has increased from 2449.01 tons in previous year
to 3045.14 tons thereby healthy increase of more than 24%.

The turnover, EBIDTA and net profit of the Company has
improved during the year compared to previous year as
Company is focusing more on value added products. 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.

During the year under report, the Company has incurred capital
expenditure of approx. Rs.596.00 lakhs to modernize its plant
and machinery in order to become cost competitive. The

Company is also planning to make further substantial capital
expenditure in current financial year to develop new high grade
product to cater to pharma, dairy and food & beverage industries
in Phase I. This will be followed with addition of products for
Semi-Conductor & Battery business tubes in Phase II, suitable
arrangements are being made for technology upgradation &
absorption.

While India is on a steady growth path, global geo-political
developments may have some impact on capex investments
and consumption amidst uncertainty. Broad supply chain
disruptions will continue to cause cost inflationary pressure in
the near future. We expect it to be in the short/medium term and
are confident 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 refining, 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.

Increase in Capital :

During the year the Company has increased the Authorized
Capital from the Rs.20,00,00,000/- (Rupees Twenty Crores
only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity
Shares of Rs.10/- (Rupees Ten only) each and 9,00,000 (Nine
Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred
only) each to Rs.25,00,00,000/- (Rupees Twenty Five Crores
only) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity
Shares of Rs.10/- (Rupees Ten only) each and 9,00,000 (Nine
Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred
only) each, by creating an additional 50,00,000 (Fifty lakhs)
equity Shares of Rs.10/- (Rupees Ten only) each aggregating to
Rs.5,00,00,000 (Rupees Five Crores only).

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 retires by rotation and is to be re¬
appointed. The brief profile is stated in the Corporate
Governance.

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
qualifications, 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 Sundralal, Desai & Kanodia, Chartered Accountants, Firm
Registration No.110560W, were appointed as the statutory
auditors of the Company for a term of consecutive five 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 confirmed that they are not disqualified from
continuing as auditors of the Company.

The statutory audit report for the financial year ended 31st
March, 2025 does not contain any qualification, 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 2025-26, on a remuneration of Rs.90,000/-
(Rupees Ninety Thousand only), subject to ratification by
members. Accordingly, a resolution seeking Members''
ratification 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 2024-25 forms
part of the Annual Report as “Annexure - A” to the Board''s
Report. There is no qualification, 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 transaction 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. 2338 Lakhs	Rs.17.58 Lakhs	Nil
Remi Securities Ltd.	Rs. 274 Lakhs	Rs. 4.88 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 : Replacement of 250W HPSV
impact on conservation High Bay Height Fixtures with
of energy; 100 W LED in plant sheds and

modification in annealing
furnace for improving its
thermal efficiency.

ii. the steps taken by the : Windmill generation at Dhule

company for utilizing is supplied to plant through
alternate sources of open access scheme of Govt.

energy; of Maharashtra.

iii. the capital investment : -
on energy conservation
equipments;

(B) Technology absorption:

I. the efforts made towaths : The Company does not have

technology absorption; any foreign collaboration for

manufacturing. The Company
is continuously modernizing its
production and testing machi¬
neries and equipments.

ii. the benefits derived like : The Company’s products are

product improvement, Import substitutes.

cost reduction, product
development or import
substitution;

iii. in case of imported N.A.
technology (imported

during the last three
years reckoned from
the beginning of the
financial year)

(a) the details of technology : N.A.
imported;

(b) the year of import; : N.A.

(c) whether the technology : N.A.
been fully absorbed;

(d) if not fully absorbed, : N.A.
areas where absorption

has not taken place, and
the reasons thereof; and

iv. the expenditure incurred : Nil
on Research and
Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings :	Rs.307.29 Lakhs
Outgo :	Rs.825.05 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 buffer 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
affirming 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 Office 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
confirm that :

a. in the preparation of the annual accounts for the year
ended 31st March 2025, 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 affairs of the
Company at the end of the financial year ended 31st
March 2025 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.

ON BEHALF OF THE BOARD

Registered Office : Sd/-

R^emi H^ou^ise; -Pot N°;¹¹, vishwambhar c. saraf

C^{ama Indust}"^al^Esta»®, CHAIRMAN

Goregaon (East) (DIN:00161381)

Mumbai - 400 063.

Dated: 29th July, 2025

---

Mar 31, 2024

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:-

	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	566.04	12.59	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 inflationary pressure in the near future. We expect it to be in the short/medium term and are confident 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 refining, 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 profile is stated in the Corporate Governance Report.

Shri Vishwambhar C. Saraf retire by rotation and is to be reappointed. The brief profile 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 five 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 fields of general economics, corporate governance, business management & strategy, finance, accounts, risk management, corporate laws, manufacturing, sales & marketing etc.

Brief profile 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 confirm

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 qualifications, 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 five 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 confirmed 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 qualification, 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 ratification by members. Accordingly, a resolution seeking Members'' ratification 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 qualification, 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	Rs.173.00	Rs.9.59	Nil
and Investment Pvt. Ltd.	Lakhs	Lakhs
Remi Securities	Rs. 87.00	Rs.0.57	Nil
Ltd.	Lakhs	Lakhs

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 : Replacement of 250W HPSV impact on conservation High Bay Height Fixtures with of energy; 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.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 buffer 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 affirming 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 Office 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 confirm 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 affairs 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.

ON BEHALF OF THE BOARD

For REMI EDELSTAHL TUBULARS LIMITED

Registered Office : Sd/-

R^emi H^ouⁱse; ^Plot N°;¹¹, VISHWAMBHAR C. SARAF

C^ama ''^ndus^tr''^a''^Estate, CHAIRMAN

G^oreg^aon (Ea^sncQ (DIN:00161381)

Mumbai - 400 063.

Dated: 14th August, 2024

---

Mar 31, 2023

Your Directors have immense pleasure in presenting the 52nd Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2023.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2023 is summarized below:-

	2022 - 2023		2021 - 2022
Total Income		13,565.87		10,717.33
Profit / (Loss) before Finance Cost, Depreciation and Tax (EBIDTA)		601.56		761.19
Finance Cost	206.30		172.01
Depreciation	367.90		381.74
Taxation	12.59	586.79	143.20	696.95
Profit/(Loss) for the period		14.77		64.24
Other comprehensive income		6.90		(13.01)
Total comprehensive income		21.67		51.23
Balance brought forward		(56.10)		(107.33)
		(34.43)		(56.10)
Appropriations
Transfer to General Reserve		--		-
Balance carried to Balance Sheet		(34.43)		(56.10)
		(34.43)		(56.10)

OPERATIONS :

The Company has achieved total income of Rs.13,565.87 Lakhs during the current financial year as against Rs.10717.33 Lakhs during the previous year. The Company has achieved EBIDTA of Rs.601.56 Lakhs during the year as against Rs.761.19 Lakhs during the previous year. The Company has earned net profit of Rs.14.77 Lakhs during the year as compared to profit of Rs. 64.24 Lakhs in the previous year.

The Income of the Company has increased due to projects which have kick started and demand resurfaced. 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 recovery 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 inflationary pressure in the near future. We expect it to be in the short/medium term and are confident on the fundamentals of the Indian economy to achieve growth in the longer term

Both, government and private investments in refining, petrochemical, chemical, pharmaceutical & power are expected to create robust demand for the Company''s products. Our company has got all approvals with major users and is expected to reap benefits of capex cycle.

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

There are no amounts proposed 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 Vishwambhar C. Saraf (DIN:00161381) retire by rotation and is to be re-appointed. The brief profile is stated in the Corporate Governance 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

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 confirm 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.

CHANGE OF DIRECTORS

During the year, Shri. Shankar Lal Jain and Shri. Gopikishan Biyani have resigned from directorship with effect from 01/10/2022.

BOARD MEETINGS:

During the year, 5 (Five) 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 qualifications, 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 Sundralal, Desai & Kanodia, Chartered Accountants, Firm Registration No.110560W, was appointed as the statutory auditor of the Company for a term of consecutive five 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 confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the financial year ended 31st March, 2023 does not contain any qualification, 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 2023-24, on a remuneration of Rs.75,000/-(Rupees Seventy Five Thousand only), subject to ratification by members. Accordingly, a resolution seeking Members'' ratification 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 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2022-23 forms part of the Annual Report as “Annexure - A” to the Board''s report. There is no qualification, 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 transaction with any person or promoter/ promoters group holding 10% or more shareholding.

Name of Company	Loan taken	Interest Received	Outstanding Closing balance
Remi Finance and Investment Pvt. Ltd.	Rs.933.00 Lakhs	Rs.20.38 Lakhs	Rs.172.59 Lakhs
Remi Securities Ltd.	Rs.160.00 Lakhs	Rs.0.32 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 : Replacement of 250W HPSV impact on conservation High Bay Height Fixtures with of energy; 100 W LED in plant sheds and

modification in annealing furnace for improving its thermal efficiency.

ii. the steps taken by the : Windmill generation at Dhule

company for utilizing is supplied to plant through alternate sources of open access scheme of Govt.

energy; of Maharashtra.

iii. the capital investment : -on energy conservation equipments;

(B) Technology absorption:

I. the efforts made towards : The Company does not have technology absorption; any foreign collaboration for

manufacturing. The Company is continuously modernizing its production and testing machineries and equipments.

ii. the benefits derived like : The Company’s products are

product improvement, Import substitutes.

cost reduction, product development or import substitution;

iii. in case of imported N.A. technology (imported

during the last three years reckoned from the beginning of the financial year)

(a) the details of technology : N.A. imported;

(b) the year of import; : N.A.

(c) whether the technology : N.A. been fully absorbed;

(d) if not fully absorbed, : N.A. areas where absorption

has not taken place, and the reasons thereof; and

iv. the expenditure incurred : Nil on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings :	Rs.614.01 Lakhs
Outgo :	Rs.407.74 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 buffer 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 affirming 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 Office 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 confirm that :

a. in the preparation of the annual accounts for the year ended 31st March 2023, 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 affairs of the Company at the end of the financial year ended 31st March 2023 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.

ON BEHALF OF THE BOARD

For REMI EDELSTAHL TUBULARS LIMITED

Registered Office : Sd/-

R^emi H^ou^ise; ^Plot N°;¹¹, vishwambhar c. saraf

C^{ama Indu}striai E^state, CHAIRMAN

Goreg^aon (East) (DIN:00161381)

Mumbai - 400 063.

Dated: August 10,2023

---

Mar 31, 2018

The Directors have immense pleasure in presenting the 47th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2018.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2018 is summarized below:-

(Rs. in Lacs)

	2017	2018	2016	2017
Gross Turnover		6033.87		7205.06
Profit / (Loss) before Finance Cost, Depreciation and Tax (EBIDTA)		425.23		(28.04)
Finance Cost	242.50		284.25
Depreciation	478.25		470.89
Taxation	(101.63)	619.12	(348.59)	406.55
Profit/ Loss for the period		(193.89)		(434.59)
Other comprehensive income		5.50		(3.32)
Profit/ Loss for the period (after other comprehensive income)		(188.39)		(437.91)
Balance brought forward		33.91 (154.48)		471.82 33.91
Appropriations
Transfer to General Reserve		-		--
Balance carried to Balance Sheet		(154.48) (154.48)		33.91 33.91

OPERATIONS :

The Company has achieved turnover of Rs.60.34 crores during the current financial year as against Rs.72.06 crores during the previous year. The previous turnover is inclusive of excise duty whereas current year''s turnover is net of GST after 30th June, 2017. The Company has achieved EBIDTA of Rs.4.25 crores during the year as against Rs.(0.28) crores during the previous year. Net loss during the year has decreased to Rs.1.88 crores from Rs.4.38 crores in the previous year.

The last four-five years were very challenging for the Company in view of the slowdown in Indian economy in general and negative growth in the capital goods industry in particular. During this period various powers and other green field projects were either on hold or stuck due to various factors i.e.; environmental clearance, financial closure etc. and consequently as Key Component/ Material Suppliers Original equipment manufacturers (OEM''S), like our company, are saddled with inventory and low business prospects.

The Company is hopeful that fresh capital investment in the power, refining and petro chemical sector will revive as the Government at Center is taking steps in that direction by more reforms including opening more sectors to FDI, raising FDI limit of various sectors and implementation of GST. Your Company is well positioned as efforts made into product development over the past few years have made your company one of the few manufacturers in the country that are capable of producing tubes for the power generation industry.

The Board of Directors expresses their inability to declare any dividend due to loss incurred by the Company.

There are no amounts proposed to reserves.

The Authorised Share capital during the year has increased from Rs.15.00 Crores to Rs.20.00 Crores and Issued, Subscribed and the Fully Paid-Up capital has increased from Rs.14.98 Crores to Rs.19.98 Crores.

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

DIRECTORS:

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.

Shri Shankarlal Jain (DIN:00174609 ) retire by rotation and is to be reappointed.

BOARD MEETINGS:

During the year, 6 (Six) Board meetings were held, with gap between Meetings not exceeding the period 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 qualifications, 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 STATEMENT:

Audited Financial Statement 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:

Mr. Yatin Kumar Shah (Membership No.159796) Chartered Accountant was appointed as the statutory auditor of the Company for a term of consecutive five years i.e. from the conclusion of the 46th annual general meeting till the conclusion of the 51st Annual General 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 31st March, 2018 does not contain any qualification, 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 2018-19, on a remuneration of Rs.45,000/- (Rupees Forty Five Thousand only), subject to ratification by members. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Kejriwal & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR:

Shri Vishal Mehra, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2017-18 forms part of the Annual Report as “Annexure - A” to the Board''s report. There is no qualification, 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.

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 39 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 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 N.A.

(imported during the last three years reckoned from

the beginning of the financial year)

(a) the details of technology N.A.

imported;

(b) the year of import; N.A.

(c) whether the technology been fully N.A.

absorbed;

(d) if not fully absorbed, areas where N.A.

absorption has not taken place, and the

reasons thereof; and

iv. the expenditure incurred on Nil Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings	Rs.193.61 Lacs (including value of deemed exports & supplies to SEZ & EOU of Rs.193.61 Lacs)
Outgo	Rs.137 45 Lacs

AUDIT COMMITTEE:

The Composition of the Audit Committee are 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 buffer 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.

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) 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 Office 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 confirm that :

a. in the preparation of the annual accounts for the year ended 31st March 2018, 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 affairs of the Company at the end of the financial year ended 31st March 2018 and of the loss 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.

ON BEHALF OF THE BOARD

Registered Office: Sd/-

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

Cama Industrial Estate, CHAIRMAN

Goregaon (East), Mumbai - 400 063 (DIN:00161381)

Dated: 14^th August, 2018

---

Mar 31, 2016

To,

The Members

REMI EDELSTAHL TUBULARS LIMITED

The Directors have immense pleasure in presenting the 45^th Annual Report and Audited Statements of Accounts of the Company for the year ended 31^st March, 2016.

PERFORMANCE REVIEW:

The performance for the financial year ended 31^st March, 2016 is summarized below :_

(Rs. in Lacs)

	2015 -2016		2014 - 2015
Gross Turnover		10774.61		18529.41
Profit / (Loss) before Finance Cost
Depreciation and Tax (EBIDTA)		188.17		1065.75
Finance Cost	597.01		815.71
Depreciation	483.77		491.64
Taxation	(283.32)	797.46	(72.06)	1235.29
Profit/ (Loss) for the period		(609.29)		(169.54)
Balance brought forward		1079.72		1249.27
		470.43		1079.73
Appropriations
Transfer to General Reserve		-		-
Balance carried to Balance Sheet		470.43		1079.73
		470.43		1079.73

OPERATIONS:

The Company has achieved turnover of Rs.107.75 crores during the current financial year as against Rs.185.29 crores during the previous year. The Company has achieved EBIDTA of Rs.1.87 crores during the year as against Rs.10.66 crores during the previous year. Net loss during the year has increased to Rs.6.09 crores from Rs.1.70 crores in the previous year.

The last two three years were very challenging for the Company in view of the slowdown in Indian economy in general and negative growth in the capital goods industry in particular. During this period various powers and other green field projects are either on hold or stuck due to various factors i.e; environmental clearance, financial closure etc. and consequently as Key Component/ Material Suppliers Original equipment manufacturers (OEM''S), like our company, are saddled with inventory and low business prospects.

The Company is hopeful that fresh capital investment in the power, refining and petro chemical sector will revive as the Government at Center is taking steps in that direction by more reforms including opening more sectors to FDI, raising FDI limit of various sectors and likely implementation of GST. Your Company is well positioned as efforts made into product development over the past few years have made your company one of the few manufacturers in the country that are capable of producing tubes for the power generation industry.

The Board of Directors expresses their inability to declare any dividend due to loss incurred by the Company.

There are no amounts proposed to reserves. There are no changes in the Share capital during the year.

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

DIRECTORS:

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.

Shri Rajendra C. Saraf (DIN: 00161412) retire by rotation and is to be re-appointed.

BOARD MEETINGS:

During the year, 4 (Four) Board meetings were held, with gap between Meetings not exceeding the period 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 qualifications, 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. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the appointment of the auditors M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) as Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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 2016-17, on a remuneration of Rs.45,000/- (Rupees Forty Five Thousand only), subject to ratification by members. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Kejriwal & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR:

Shri V.S.Iyer, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2015-16 forms part of the Annual Report as "Annexure - A" to the Board''s report. There is no qualification, 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

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 1.7 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	: Replacement of 250W HPSV
conservation of energy;	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 co.	Windmill generation at Dhule
for utilizing alternate sources	is supplied to plant through
of energy;	open access scheme of Govt.
iii.the capital investment on energy :
conservation equipments; (B) Technology absorption: i. the efforts made towards	The Company does not
technology absorption;	have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments. The Company''s products are
ii. the benefits derived like
product improvement, cost	Import substitutes.
reduction, product development or import substitution; iii. in case of imported technology	: N.A.
(imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology	N.A.
imported; (b) the year of import;	N.A.
(c) whether the technology	N.A.
been fully absorbed; (d) if not fully absorbed, areas	: N.A.
where absorption has not taken place, and the reasons thereof; and iv. the expenditure incurred on Research and Development :	NIL

FORFIfiN FXHHANfiF FARNINfiR AND OllTfiO!

Earnings	Rs.3539.63 Lacs (including value of deemed exports & supplies to SEZ & EOU of Rs.6522.86 Lacs)
Outgo	Rs.798.23 Lacs

AUDIT COMMITTEE:

The Composition of the Audit Committee are 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 buffer the impact of currency exchange rate fluctuations.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS,

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.

EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - B".

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of 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 Office 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 confirm that :

a. in the preparation of the annual accounts for the year ended 31st March 2016, 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 affairs of the Company at the end of the financial year ended 31^st March 2016 and of the loss 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.

Registered Office: ON BEHALF OF THE BOARD

REMI House, Plot No.11,

Cama Industrial Estate, Sd/-

Goregaon (East), VISHWAMBHAR C. SARAF

Mumbai - 400 063 CHAIRMAN

Dated: 12^th August, 2016 (DIN: 00161381)

---

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting the 44th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2015.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2015 is summarized below:-

(Rs. in Lacs)

2014 -2015 2013 -2014

Gross Turnover 18529.41 13379.19

Profit / (Loss) before Finance Cost

Depreciation and Tax (EBIDTA) 1065.75 793.38

Finance Cost 815.71 618.04

Depreciation 491.64 333.80

Taxation (72.06) 1235.29 (54.15) 897.69

Profit/ (Loss) for the period (169.54) (104.31)

Balance brought forward 1249.27 1396.25

1079.73 1291.94

Appropriations

Transfer to General Reserve - -

Balance carried to Balance Sheet 1079.73 1291.94

1079.73 1291.94

OPERATIONS :

The Company has achieved turnover of Rs.185.29 crores during the current financial year as against Rs.133.79 crores during the previous year. The Company has achieved EBIDTA of Rs.10.66 crores during the year as against Rs.7.93 crores during the previous year. However, net loss during the year has increased to Rs.1.70 crores from Rs.1.04 crores mainly due to increase in depreciation, due to adoption of new depreciation policy as per newly inserted Schedule II to the Companies Act, 2013 and increase in finance cost.

The last year was very challenging for the Company in view of the slowdown in Indian economy in general and negative growth in the capital goods industry in particular. For last two years various powers and other green field projects are either on hold or stuck due to various factors i.e; environmental clearance, financial closure etc. and consequently as Key Component/ Material Suppliers Original equipment manufacturers (OEM'S), like our company, are saddled with inventory and low business prospects.

The Company is hopeful that fresh capital investment in the power, refining and petro chemical sector will revive as the new government at Center is taking steps in that direction. Your Company is well positioned as efforts made into product development over the past few years have made your company one of the few manufacturers in the country that are capable of producing tubes for the power generation industry.

The Board of Directors express their inability to declare any dividend due to loss incurred by the Company.

There are no amounts proposed to reserves.

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

SHARE CAPITAL:

During the year, 4,00,000 equity shares were issued and allotted under preferential allotment to promoter. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2015 stands at Rs.998.24 Lacs divided into 99,82,400 equity shares of Rs.10/- each.

DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Shri Shankarlal Jain (DIN :00174609) retire by rotation and is to be re-appointed.

CHANGES OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR:

Smt Anita Bhartiya was appointed as Non-Executive Independent Director of the Company w.e.f.14.08.2014. Shri Ritvik Saraf, have resigned from the Directorship of the Company w.e.f. 14.08.2014. Miss H.H.Joshi has been appointed as Company Secretary of the Company w.e.f. 14.11.2014. Mr. Pradeep C. Jalan, Chief Financial Officer, has been designated as Key Managerial Personnel of the Company.

BOARD MEETINGS:

During the year, five Board meetings were held, with gap between Meetings not exceeding the period 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 qualifications, 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.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the appointment of the auditors M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) as Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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 2015-16, on a remuneration of Rs.45,000/- (Rupees Forty Five Thousand only), subject to ratification by members. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Kejriwal & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

The Cost Audit Report for the financial year ended as on 31st March, 2014 was filed in xBrL format within prescribed time limit.

SECRETARIAL AUDITOR:

Shri V.S.Iyer, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as "Annexure - A " to the Board's report. There is no qualification, 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 Clause 49 of the Listing agreement, 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.

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 1.7 to notes to account, 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 modification in annealing furnace for improving its thermal efficiency.

ii. the steps taken by the company for utilizing alternate sources of energy;

Windmill generation at Dhule is supplied to plant through open access scheme of Govt.

iii. the capital investment on energy conservation equipments;

: Rs.12.78 Lacs FY-2014-15.

(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.6522.86 Lacs (including value of deemed exports & supplies to SEZ & EOU of Rs.5901.65 Lacs)

Outgo Rs.2962.47 Lacs

AUDIT COMMITTEE:

The Composition of the Audit Committee are 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 buffer the impact of currency exchange rate fluctuations.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, 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 NonIndependent 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. The same is posted on the website of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - B".

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of 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 Office 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.

UNPAID DIVIDEND:

The amount of dividend lying unclaimed and unpaid for a period of seven years from the date of such transfer in the Unpaid Dividend Account will be transferred to the Investor Education and Protection Fund (IEPF), within prescribed time limit.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts for the year ended 31st March 2015, 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 affairs of the Company at the end of the financial year ended 31st March 2015 and of the loss 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 were adequate and were operating effectively;

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.

Registered Office: ON BEHALF OF THE BOARD

REMI House, Plot No.11, Cama Industrial Estate, Sd/- Goregaon (East), VISHWAMBHAR C. SARAF Mumbai - 400 063 CHAIRMAN Dated: 14th August, 2015 (DIN:00161381)

---

Mar 31, 2014

Dear Members

Directors have immense pleasure in presenting the 43rd Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2014 is summarized below:-

(Rs. in Lacs) 2013-2014 2012-2013

Gross Turnover 13379.19 17743.00

Profit/Loss before 851.44 1199.50

Finance Cost, Depreciation and Tax (EBIDTA)

Finance Cost 676.10 637.26

Depreciation 333.80 312.35

Taxation (54.28) 955.62 61.56 1011.17

Profit/Loss for the period (104.18) 188.33

Balance brought forward 1396.12 1257.79

1291.94 1446.12

Appropriations

Transfer to General Reserve - 50.00

Balance carried to 1291.94 1396.12 Balance Sheet

1291.94 1446.12

OPERATIONS:

During the year, the company was impacted by the slowdown in the capital goods industry as well as the unprecedented depreciation of the INR vs the USD. Due to this, the company witnessed a sharp decline in its volumes as well as EBIDTA resulting in loss of Rs.1.58 Cr. during the year. However, the company is focused on product development of higher value added products for maintaining its strategic advantage in the industry over the long term.

The Company has installed and commissioned a brand new state of art Bright Annealing Furnace. In addition, the Ultra Sonic machine was upgraded to meet the requirements of the Nuclear Industry. An additional factory shed was also constructed. The total capital expenditure during the year was of Rs.12 crores. To part finance the Capital expenditure, one wind mill was sold, as it is not the core business of the Company.

With these new installations, the company is now capable to manufacture and supplies tubes for critical high pressure applications in the Power Industry (both Thermal/Nuclear), where selected manufacturers operate globally. The company is now able to produce the complete range of products for Thermal power plants and can develop further products for the Nuclear Power Industry.

The company is hopeful that fresh capital investments in the Power (both Thermal/Nuclear), Oil & Gas, Refining and Petro-Chemical sectors will revive with the stabilization of the new Government during the current FY which would put company in strong position to encash its investments.

DIRECTORS:

Shri Vishwambhar C. Saraf (DIN:00161381) and Shri Rajendra C. Saraf (DIN:00161412) retire by rotation and are to be re-appointed.

AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) are eligible to hold the office for a period of three years, upto 2017.

The members are therefore requested to appoint M/s Sundarlal, Desai & Kanodia, Chartered Accountants as auditors for three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 46th Annual General Meeting, to be scheduled in 2017.

COST AUDITORS AND COST AUDIT REPORT:

As per the order of the Central Government, your Company carries out an audit of its cost records.The due date for filing of the Cost Audit Report with the Ministry of Corporate affairs for the Financial year ended 31st March, 2013, was 180 days from the Closure of the Company''s financial year.The Cost Audit Report for the financial year ended as on 31st March, 2013 was filed in XBRL format within prescribed time limit.

The Central Government approved the appointment of M/s Kejriwal and Associates, Cost Auditors for conducting Cost audit for the Financial Year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Various cost reduction efforts are being made including switching fuel for furnaces from LPG to Natural Gas. Two new HT transformers have installed to reduce the Energy losses due to transmission of LT power. This will reduce the energy losses as well as reduce equipment downtime due to better power infrastructure.

The Company does not have any foreign collaboration for manufacturing. The Company is continuously modernizing its production and testing machineries and equipments.

The Company has received certification for ISO 14001 & ISO 18001 in addition to existing ISO 9001 Certificate, now a combination of all of them in one as IMS - Integrated Management System.

Additionally, it already has API 5LC (American Petroleum Institute), pEd 97/23 CE (Pressure Equipment Directive, CE Mark, for exports European Union Countries) and AD2000-Merkblatt W0 required for exports to Germany. It has also received EIL Enhancement cum revalidation certificate valid thru Dec 2015.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits.

UNPAID DIVIDEND:

The amount of dividend lying unclaimed and unpaid for a period of seven years from the date of such transfer in the Unpaid Dividend Account will be transferred to the Investor Education and Protection Fund (IEPF), within prescribed time limit.

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 Auditors of the Company from time to time, the Directors state that.

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation provided relating to material departures, if any;

(ii) the Directors have selected such 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; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

The Board extends its grateful thanks to the Investor, Central and various State Governments, its bankers and district level authorities for their continued support extended to the Company from time to time.



Registered Office: ON BEHALF OF THE BOARD REMI House, Plot No.11, Cama Industrial Estate, Sd/- Goregaon (East), Mumbai - 400 063 VISHWAMBHAR C. SARAF Dated: 14th August, 2014 CHAIRMAN

---

Mar 31, 2012

To, The Members of REMI EDELSTAHL TUBULARS LIMITED

The Directors have immense pleasure in presenting 41st Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2012 is summarized below:-

(Rs. in Lacs)

2011 -12 2010 -11

Gross Turnover 19731.68 14037.80

Profit before Finance Cost, 1266.18 821.66

Depreciation and Tax (EBIDTA)

Finance Cost 799.37 457.68

Depreciation 290.03 268.70

Taxation 48.76 1138.16 6.77 733.15

Profit for the period 128.02 88.51

Balance brought forward 1179.77 1191.26

1307.79 1279.77

Appropriations

Transfer to General Reserve 50.00 100.00

Balance carried to Balance Sheet 1257.79 1179.77

1307.79 1279.77

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 2011. 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 Rs. 2212.76 Lacs (including deemed exports & supplies to SEZ & EOU of Rs. 1603.80 Lacs)

Outgo Rs. 9388.30 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 31st 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: ON BEHALF OF THE BOARD

REMI House, Plot No.11,

Cama Industrial Estate,

Goregaon (East),

Mumbai - 400 063 VISHWAMBHAR C. SARAF

Dated: 14th August, 2012 CHAIRMAN

---

Mar 31, 2010

The Directors have immense pleasure in presenting 39th Annual Report and Audited Statements of the Company for the year ended 31st March, 2010.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2010 is summarized below:-

(Rs. In Lacs)

2009-2010 2008-2009

Gross Income 8323.42 13896.76

Profit/(Loss) before Depreciation & 287.29 (102.19)

Taxation

Depreciation 257.45 258.56

Taxation (17.13) 240.32 (87.44) 171.12

Net Profit /(Loss) for the year 46.97 (273.31)

Add: Balance brought forward 1210.97 1577.94

1257.94 1304.63

Less: Prior year adj ustments 33.31 6.34

Available for appropriation 1291.26 1310.97

APPROPRIATION:

Transfer to General Reserve 100.00 100.00

Balance carried to Balance Sheet 1191.26 1210.97

1291.26 1310.97

OPERATIONS:

Your Directors are pleased to inform you that the Company has changed its name to Remi Edelstahl Tubulars Limited. The word Edelstahl means Stainless Steel in German language. With this change the name itself reflects the products of the Company.

The year 2009-10 was a testing and challenging year for the Company. During the year, the turnover of the Company witnessed a sharp fall of 41% to Rs.97.64 Crores due to 23% lower volume of sales coupled with fall in prices. In spite of this, your Company has posted EBIDTA of Rs.564.63 a growth of 22% over the previous year, which helped the Company to break even in spite of recessionary business environment.

The Management still believes that the fundamentals and the prospects of the Company are positive. The Company has developed value added products e.g. Duplex Stainless Steel Grades and has also successfully executed trial orders during the year. Such product developments would help in improving utilization & profitability of the Company. The expansion programme initiated in the previous year is in the final stage of implementation and successful trial runs have been conducted. Commercial production benefits would commence in the coming years. The Company is also focusing on the growth in the power sector to optimize utilization of its capacity.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956:

Sub-Sec. (1)(e)

a. CONSERVATION OF ENERGY:

All efforts are being made to conserve energy.

b. TECHNOLOGY ABSORPTION:

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)

c. FOREIGN EXCHANGE EARNINGS OUTGO:

Outgo - 93.17 Lacs

Earnings - 1217.01 Lacs (including deemed exports &

supplies to SEZ & EOU of Rs. 703.77)

Sub-Sec. (2A):

(i) Name Rishabh R. Saraf- He is a relative

of a Director, Shri Rajendra C. Saraf

(ii) Designation Managing Director

(iii) Remuneration Rs.37.35 Lacs

(iv) Nature of employment : Contractual for 3 (Three) years

(v) Other terms and Conditions:

(vi) Nature of Duties Entire Management of the Company

(vii) Qualification Bachelor of Arts in Business

Administration from the University of Nottingham, England

(viii) Experience 8 years

(ix) Date of commencement 1st April, 2002

(x) Age 31 years

(xi) Last employment None

(xii) Percentage of equity 2.14% ( 204846 Shares)

shares held

Sub-Sec. (2AA):

Your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such 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) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors place on record their sincere thanks for the financial support from State Bank of India. They also place on record their appreciation for the dedicated services of the executives, staff and workers of the Company. Your Directors also appreciate the faith you have reposed in the Company and are confident that the Company can depend upon your continued support in its endeavour to grow.

Registered Office:

REMI HOUSE

11, Cama Industrial Estate, ON BEHALF OF THE BOARD

Goregaon (East),

Mumbai - 400 063

VISHWAMBHAR C. SARAF Dated: 12th August, 2010 CHAIRMAN