To The Members of REMI SALES AND ENGINEERING LIMITED
 
 The Directors present to you herewith the audited accounts of the
 Company for its financial year ended 31st March, 2012.
 
 
 
                                                     (Rs in Lacs)
 Financial Results               2011 - 2012     2010 - 2011
 
 Sales                              10478.29        10077.77
 
 Other Income                          20.58           15.47
 
                                    10498.87        10093.24
 
 Profit before Finance Costs, 
 Depreciation and Tax (EBIDTA)        368.36          457.43
 
 Finance Costs         40.14                  48.10
 
 Depreciation          30.42                  29.98
 
 Taxation              97.52          168.08 126.72   204.80
 
 Net Profit                           200.28          252.63
 
 Balance brought forward              551.79          349.16
 
                                      752.07          601.79
 
 Transfer to General Reserve           50.00           50.00
 
 Net surplus in the statement 
 of Profit & Loss                     702.07          551.79
 
                                      752.07          601.79
 
 
 
 
 
 
 DIRECTORS:
 
 As provided in Section 255 of the Companies Act, 1956, Shri Vinod C.
 Jalan retire by rotation and being eligible, offer himself 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.
 
 
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
 
 The Company is not manufacturing company; hence the particulars
 relating to conservation of energy and technology absorption are not
 applicable.
 
 FOREIGN EXCHANGE EARNING AND OUTGO:
 
 Earnings        Nil
 
 Outgo           37.22 Lacs
 
 PARTICULARS OF EMPLOYEES:
 
 No employee of the Company was in receipt of remuneration equal to or
 exceeding the prescribed limits.
 
 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) the preparation of the annual accounts, the applicable accounting
 standards had
 
 been followed along with proper explanation relating to material
 departures;
 
 (ii) 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) 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) the directors had prepared the annual accounts on a going concern
 basis.
 
 ACKNOWLEDGEMENT
 
 Your directors place on record their appreciation for the co-operation
 received from Company''s customers, suppliers, bankers, stakeholders and
 Govt. Agencies. The Directors also sincerely acknowledge the
 contribution made by the employees at all levels.
 
 
 
                                             ON BEHALF OF THE BOARD, 
 
 Regd. Office
 
 REMI House,
 
 Plot No.11, Cama Industrial Estate,
 
 Goregaon (E), Mumbai – 400 063
 
                                                   VINOD C. JALAN
 
 Date: 3rd September, 2012.                              CHAIRMAN