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Maharashtra Seamless Ltd.

BSE: 500265 Sector: Metals & Mining
NSE: MAHSEAMLES ISIN Code: INE271B01025
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OPEN 440.00
PREVIOUS CLOSE 438.10
VOLUME 5443
52-Week high 460.00
52-Week low 204.10
P/E 18.51
Mkt Cap.(Rs cr) 2,940
Buy Price 438.80
Buy Qty 47.00
Sell Price 0.00
Sell Qty 0.00
OPEN 440.00
CLOSE 438.10
VOLUME 5443
52-Week high 460.00
52-Week low 204.10
P/E 18.51
Mkt Cap.(Rs cr) 2,940
Buy Price 438.80
Buy Qty 47.00
Sell Price 0.00
Sell Qty 0.00

Maharashtra Seamless Ltd. (MAHSEAMLES) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 28th Annual Report along with AuditedFinancial Statements of the Company for the year ended 31st March 2016.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs in Crore)
Year Ended 31.03.2016 Year Ended 31.03.2015
Revenue from Operations 1019.17 1355.16
Depreciation 28.66 29.24
Profit Before Tax 66.43 159.62
Provision for Taxation
- Current 13.76 33.40
- MAT Credit (0.06) (3.89)
- Deferred Tax 7.49 7.55
- Earlier years 6.08 -
Profit After Tax 39.17 122.56
Balance brought forward from previous year 247.45 190.85
Profit available for appropriations 286.62 313.41
Appropriations:
Proposed Dividend 16.75 33.50
Dividend Distribution Tax 3.41 6.82
Transfer to General Reserve 5.00 25.00
Transfer to Capital Redemption Reserve - 0.64
Balance carried to Balance Sheet 261.46 247.45
286.62 313.41

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 2.50 (50%) per equity share ofRs 5/- each for the year ended 31st March 2016.

TRANSFER TO RESERVES

The Company proposes to transfer Rs 5.00 crore to the General Reserve out of the amountavailable for appropriation.

RESULTS OF OPERATIONS

Revenue from Operations during the year was Rs 1019.17 crore against Rs 1355.16 crorein the previous year Profit before tax for the year was Rs 66.43 crore as against Rs159.62 crore in the previous year. Profit after Tax and adjustment for the year was Rs39.17 crore as against Rs 122.56 crore in the previous year.

The operations during the year were adversely impacted due to continuous dumping ofpipes by china and sharp drop in oil prices in the international market which hasimpacted the demand of seamless pipes.

The imposition of safeguard duty was not as protective as envisaged. Taking cognizanceof the petition made by your Company along with other industry players for imposition ofanti-dumping duty the authority after investigation has recommended imposition ofprovisional anti-dumping duty on imports from China PR. This would help your Company andprovide the level playing field to the industry.

The timely action of imposition of anti-dumping duty will aid in faster recovery ofdomestic producers and would work substantially towards continuing to the success of‘Make in India’ program of the Central Govt.

Your Company expects further improvements in coming years through focus on variousmeasures to improve productivity efficiency and cost cutting exercise and also exploringnew market.

During the current year your Company has won through competitive bidding 20 MW Solarpower project in the State of Rajasthan under National Solar Mission.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 the Company has prepared Consolidated FinancialStatements as per Accounting Standard AS-21 on Consolidated Financial Statements read withAccounting Standard AS-23 on Accounting for Investments in Associates and AS-27 onFinancial Reporting of Interest in Joint Ventures. The audited Consolidated FinancialStatement along with Auditors’ Report thereon forms part of this annual report.

SUBSIDIARY COMPANIES

Your Company has four subsidiaries. There has been no material change in the nature ofbusiness of subsidiary companies. Pursuant to the provisions of Section 129 (3) of theCompanies Act 2013 a statement containing salient features of the financial statementsof the subsidiaries joint venture and associate companies is attached to the financialstatements of the Company. Further pursuant to the provisions of Section 136 of theCompanies Act 2013 the financial statements of the Company Consolidated FinancialStatements along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the Company i.e. www.jindal.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri S. P. Raj Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. A brief profile hasbeen provided in the notice of the Annual General Meeting.

During the year the Company had (a) appointed Shri D. P. Jindal as the Whole-TimeDirector designated as Executive Chairman for a period of five years from 1st April 2015(b) re-appointed Shri Saket Jindal as Managing Director of the Company for a period offive years from 1st April 2015 and (c) re-appointed Shri S.P. Raj as Whole Time Directorof the Company for a period of five years from 1st October 2015. The Company had alsoappointed Dr. Roma Kumar as Independent Director.

Shri Naresh Chand Jain resigned as Director of the Company on 24th July 2015. TheBoard expresses its appreciation of Shri Jain for his valuable guidance as Director of theCompany All Independent Directors of the Company have given declaration that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

During the year the Non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.Pursuant to the provisions of Section 203 of the Companies Act 2013 the key managerialpersonnel of the Company are Shri S. P. Raj Whole-time Director Shri Ashok Soni ChiefFinancial Officer and Shri Dinesh Chandra Gupta Company Secretary.

BOARD MEETINGS

During the year 5 (Five) Board meetings were held and gap between any two meetings didnot exceeded 120 days. The details of meetings are given in the Corporate GovernanceReport which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an Annual performance evaluation of its ownBoard Committees and Individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as Board composition and structureseffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as contribution of the IndividualDirector to the Board and Committee meetings.

Also in a separate meeting of Independent Directors performance of Non-independentDirectors Board as a whole and the Chairman was evaluated taking into account the viewsof Executive Directors and Non-Executive Directors. Performance Evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorsand other matters provided in Section 178(3) of the Companies Act 2013 has been disclosedin the Corporate governance report which forms part of this Report.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate plan and mitigate thespectrum of risks it faces. All manufacturing sites are analyzed to minimize risksassociated with protection of environment safety of operation and health of people atwork and monitored regularly with reference to statutory regulations and guidelines.Improving work place safety continued to be top priority at manufacturing sites. TheCompany’s business operations are exposed to a variety of financial risks such asmarket risks (foreign exchange risk internal rate risk and price risk) Liquidity risketc.

The Board of the Company has approved the Risk management Policy of the Company andauthorized the Audit Committee to implement and monitor the risk management plan for theCompany and also identify and mitigate various elements of risks if any which in theopinion of the Board may threaten the existence of the Company.

INTERAL FINANCIAL CONTROLS

As per the provisions of Section 134(5)(e) of the Companies Act 2013 the Company hasin place adequate internal financial controls with reference to financial statements.Audit Committee periodically reviews the adequecy of internal financial controls. Duringthe year such controls were tested and no reportable material weaknesses in the design oroperation were observed.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March 2016the applicable accounting standards had been followed and there are no materialdepartures;

(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit of theCompany for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (iv) that the Annual Accounts for the year ended 31st March 2016 havebeen prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed bythe company are adequate and were operating effectively.

(vi) that the proper systems devised by Directors to ensure compliance with theprovisions of all applicable laws were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in form MGT-9 is annexed with this Report.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri U. C. Agarwal Chairman Shri D. P.Jindal Shri Sanjeev Rungta and Shri P. N. Vijay as its other members. The terms ofreference are in conformity with the requirements of Section 177 of the Companies Act2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary vigilmechanism for Directors and employees to report concerns about unethical behaviour actualor suspected fraud or violation of the Company’s Code of conduct. The said policy hasbeen disclosed on the Company’s website under the web linkhttp://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company monitoring the implementation of the framework of the CSRPolicy and recommending the amount to be spent on CSR activities which has been approvedby the Board. The CSR Policy may be accessed on the website of the Company.

The Annual Report on CSR activities in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014 is appended as Annexure to thisReport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in theStandalone financial statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the relatedparties during the year were in the ordinary course of business and on an arm’slength basis.

All related party transactions are periodically placed before the Audit Committee andBoard for review and approval.

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are appended in Form AOC-2as Annexure to this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditors’ Certificate complying with theconditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been annexed as a part ofthis Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company’s performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has constituted an Internal Complaints Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.

AUDITORS

M/s. Kanodia Sanyal & Associates Chartered Accountants the retiring Auditorshold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditorshave confirmed their eligibility and willingness to accept the office on re-appointment.The observations of the Auditors are explained wherever necessary in the appropriate Noteson Accounts. The Auditors’ Report does not contain any qualification reservation oradverse remark.

COST AUDIT

In conformity with the Directives of the Central Government the Company has appointedM/s R. J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of theCompanies Act 2013 for audit of cost records of the Company for the year ending 31stMarch 2017.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal (FCS No. 234) Company Secretary inpractice to conduct Secretarial Audit for the financial year ended 31st March 2016. TheSecretarial Audit Report for the year ended 31st March 2016 is annexed herewith as anannexure to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed with this report.Particulars of employees as required under Section 197(12) of the Companies Act 2013(Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. However in pursuance ofSection 136(1) of the Act this report is being sent to the shareholders of the Companyexcluding the said information. The said information is available for inspection by themembers of the Company at the registered office of the Company during working hours up tothe date of the Annual General Meeting. Any member interested in obtaining suchinformation may write to the Company Secretary at the corporate office of the Company.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting the financial position of the Companyhave occurred after the end of the financial year ended 31st March 2016 and till the dateof this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operationreceived from Central Government State Government of Maharashtra and all other Governmentagencies ONGCL Oil India other PSUs Banks Insurance Companies Credit rating agenciesand Stakeholders..

Your Directors wish to place on record their deep sense of appreciation for the devotedcontribution made by the employees at all levels.

ANNEXURE TO DIRECTORS' REPORT

INFORMATION AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013 READ WITH THECOMPANIES (ACCOUNTS) RULES 2014 FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED31ST MARCH 2016 A. CONSERVATION OF ENERGY

a) Steps taken or impact on conservation of energy:

Sodium Vapor lights were replaced with LED Lights in the plant.

VFD (Variable Frequency Drives) were installed in plant conveyor systems/ facer machineto reduce the power consumption.

Introduced double decker tube loading system in spherodizing furnace to saveelectricity consumption.

b) Steps taken by the Company for utilizing alternative sources of energy

The conversion work of oil fired furnaces of 6 inch Plant into Gas fired is completedand very soon all the furnaces will be utilizing natural gas as alternative source ofenergy.

c) Capital investment on energy conservation equipments

7" Plant new crimper system introduced to improve yield and conserve energy(Electricity and Fuel).

B. TECHNOLOGY ABSORPTION

i) Efforts made towards technology absorption:

Quenching facility modified to achieve desired mechanical properties in higher wallthickness pipes.

Developed in-house Abrasive/Beed Blasting facility for threaded pipes to achieve highquality threads.

API 5L PSL-2 - X-70 Grade pipe rolling process established and executed successfully.

Modern Vacuum circuit breaker with numerical relay and energy meters have been replacedin place of old SFB brakers with electro mechanical relays.

P-91 rolling process has been established and executed sucessfully. ii) The benefitsderived like product improvement cost reduction product development or importsubstitution:

This will reduce energy consumption down time of the equipment and improve theproduction. Few specific benefits are:

1 Achived desired mechenical properties and uniform hardness of pipes upto 40mm wallthickness through modified quenching system

2. Yield improvement at 7" Mill through modified Crimper machine on sustainablebasis.

3. Better Quality pipe threads have been achieved API 5 CT PSL-2 and PSL-3 whichcomplies with the API specification.

4. Spherodizing Furnace load pattern modification resulted in doubling the production/output.

5. Power consumption drastically reduced by introducing LED lights in place of SodiumVapour lights.

iii) In case of imported technology (Imported during the last three years reckoned fromthe beginning of the financial year):

i) Details of Technology imported Nil
ii) The year of Import Not Applicable
iii) Whether the technology has been fully absorbed Not Applicable
iv) If not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable

iv) The expenditure incurred on Research & Development (Rs In lakhs)

a. Capital Nil
b. Revenue 267.25
c. Total 267.25

d. Total R & D expenditure is 0.26% of total turnover

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange used and earned

Used - Rs 154.9 Crore
Earned* - Rs 37.63 Crore

* Supplies to Oil Sector by the Company results in import substitution & consequentsaving of substantial Foreign Exchange for the country.

FORM NO. AOC-2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred in sub Section (1) of Section 188 of the CompaniesAct 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:
(a) Name(s) of the related party and the nature of relationship
(b) Nature of contracts/ arrangements/ transactions
(c) Duration of the contracts/arrangement/ transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date of approval by the Board
(g) Amount paid as advances if any
(h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis:
(a) Name(s) of the related party and the nature of relationship
(b) Nature of contracts/ arrangements/ transactions
(c) Duration of the contracts/arrangement/ transactions
(d) Salient terms of the contracts or arrangements or transaction including the value if any NIL
(e) Date of approval by the Board
(f) Amount paid as advances if any

Note : the above disclosures on material transactions are based on the principle thattransactions with wholly owned subsidiaries are exempt for purpose of Section 188(1) ofthe Companies Act 2013.

For and on behalf of the Board
Place: Gurgaon D.P. Jindal
Dated: 28th July 2016 Executive Chairman

DISCLOSURE IN THE BOARD’S REPORT UNDER RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: a. The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16 and percentage increase inremuneration of each Director Chief Financial Officer Company Secretary in the Financialyear 2015-16.

Name of Director/KMP and Designation Remuneration of Director/ KMP for financial year 2015-16 (Rs. In Lakhs) Ratio of remuneration of each Director to median remuneration of employees % increase in Remuneration in the financial year 2015-16
1 MR. D P JINDAL* (Executive Chairman) 192.61 85.96 3998.13
2 MR. SAKET JINDAL (Managing Director) 147.87 65.99 0.03
3 MR. S P RAJ (Wholetime Director) 30.36 14.18 8.82
4 MR. U C AGARWAL (Non-Executive Director) 3.65 1.63 -30.81
5 MR. P. N. VIJAY (Non-Executive Director) 2.90 1.29 3.57
6 MR. SANJEEV RUNGTA (Non-Executive Director) 1.30 0.58 85.71
7 MR. N C JAIN** (Non-Executive Director) 1.20 0.54 -75.00
8 DR. ROMA KUMAR (Non-Executive Director) 2.60 1.16 -13.33
9 MR. ASHOK SONI*** CFO 30.56 NA -
10 MR. D. C. GUPTA V.P. & Company Secretary 23.46 NA 9.99

*Mr D. P. Jindal who was a non-Executive Director during the financial year 2014-15was appointed as Executive Chairman w.e.f. 1st April 2015.

** Resigned as Director w.e.f. 24th July 2015.

*** Mr Ashok Soni was Chief Financial Officer only for part of the financial year2014-15 w.e.f 10th December 2014. b. Percentage increase in the median remuneration ofemployees in the financial year 2015-16 compared to 2014-15. – 14.09% c. As on 31stMarch 2016 there were 1143 permanent employees on the rolls of the Company. d. Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2015-16 was 8.14% whereas percentage increase inthe managerial remuneration in the last financial year i.e. 2015-16 was 1.48%.

The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.

Annual Report on Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014]

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

The Board of Directors on recommendation of the Corporate Social ResponsibilityCommittee framed a Corporate Social Responsibility Policy which is posted on theCompany’s website. The Company proposes to adopt projects or programs under one ormore of the activities as prescribed under Schedule VII of the Companies Act 2013 asrecommended from time to time.

The Corporate Social Responsibility Policy is posted on the Company’s Websitewww.jindal.com on the following link http://www.jindal.com/msl/pdf/CSR%20Policy%20MSL.pdf.

2. The Composition of the CSR Committee. The CSR Committee of Directors comprises ofShri D. P. Jindal Chairman of the Committee Shri U. C. Agarwal and Shri S. P. Raj as itsother members.

3. Average net profit of the Company for last three financial years - Rs 15603.84Lakhs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) – Rs312.28 Lakhs

5. Details of CSR spent during the financial year

(a) Total amount to be spent for the financial year - Rs 312.28 Lakhs (b) Amountunspent if any - Nil

(c) Manner in which the amount spent during the financial year is detailed below:attached

6. Reasons for not spending two percent of the average net profit of the last threefinancial years or any part thereof on CSR. Not Applicable

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

We hereby declare that implementation and monitoring of the CSR policy are incompliance with CSR objectives and policy of the Company.

Saket Jindal D. P. Jindal
Managing Director Chairman CSR Committee

5(c) Manner in which the amount spent during the financial year 2015-16

CSR Project or Activity identified Sector in which the project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken. Amount Outlay (Budget) project or programs wise (Rs) Amount spent on the projects or programs subheads :(1) Direct Expenditure (2) Overheads Rs ( ) Cumulative Expenditure upto the reporting period (Rs) Amount Spent : Direct or through implementing agency
1 Providing Food support for Poor and meal for students at school Eradicating hungerpoverty and malnutrition. Delhi NCR 15000 15000 15000 Direct
2 Plantation and Greenery expenses Ecological Balance Pipe Nagar Distt. Raigad Maharashtra 10500 10500 10500 Direct
3 Medical Facilities including Preventive Health Care Health care including preventive health care and sanitation Pipe Nagar Distt. Raigad Maharashtra 4000000 4000000 4000000 Through B C Jindal Charitable Trust
4 Distribution of Blankets in Rural areas and construction of Gram Panchayat Building Rural Development project Pipe Nagar Distt. Raigad Maharashtra 996560 996560 996560 Direct
5 Education Facilities & Infrastructures Promoting education Pipe Nagar Distt. Raigad Maharashtra 25844200 25844200 25844200 Rs 25587200 Direct and Rs 257000 through B C Jindal Medical Welfare and Education Society
6 Empowering Women Empowering Women Pipe Nagar Distt. Raigad Maharashtra 280952 280952 280952 Direct
7 Promotion of Sports Promotion of Sports Pipe Nagar Distt. Raigad Maharashtra 350000 350000 350000 Direct
Total CSR Spend 31497212 31497212 31497212

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Maharashtra Seamless Ltd.

Pipe Nagar Village Sukeli NH 17 BKG Road Taluka-Roha District Raigad-402126Maharashtra

I have conducted the Secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Maharashtra Seamless Ltd.(hereinafter called ‘the Company’). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2016 (Audit Period)complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter: I have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014- (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008- (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009- (Not applicable to the Company during the Audit Period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period) and; (i) The Securities andExchange Board of India (Listing Obligations and Disclosures) Regulations 2015.

(vi) Management has in its Representation Letter identified and confirmed theapplicability and compliance of all laws as being specifically applicable to the Companyrelating to Labour / Pollution / Environment / Production process etc apart from othergeneral laws.

I have also examined compliance with the applicable clauses of the:

(i) Mandatory Secretarial Standards issued by the Institute of Company Secretaries ofIndia and (ii) The Listing Agreements entered into by the Company with the StockExchanges and found the same having been generally complied with.

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines standards etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with provisions of the Act.

Adequate Notice is given to all Directors at least seven days in advance to schedulethe Board meetings. Agenda and detailed notes on agenda are also sent in advance and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting for meaningful participation at the meeting.

All decisions at Board meetings and Committee meetings are carried out unanimously asrecorded in the Minutes of the meetings of the Board of Directors or Committees of theBoard as the case may be.

I further report that based on review of compliance mechanism established by theCompany and on the basis of compliance certificates issued by the Company Executives andtaken on record by the Board of Directors and Audit Committee at their meetings there areadequate systems and processes in the Company commensurate with the size and operations ofthe Company to monitor and ensure compliance with applicable laws rules regulations andguidelines.

I further report that during the audit period the Company had no specific eventhaving major bearing on the Company’s affairs.

Namo Narain Agarwal
Place : New Delhi (Company Secretary in Pratice)
Dated : 28th July 2016 CP No. 3331 FCS No. 234

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

‘Annexure A’

To

The Members

Maharashtra Seamless Ltd.

Pipe Nagar Village Sukeli NH 17 BKG Road Taluka-Roha District Raigad-402126Maharashtra

My report of even date on Secretarial audit for the financial year ended 31st March2016 is to be read along with this letter stating that -

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Namo Narain Agarwal
Place : New Delhi (Company Secretary in Pratice)
Dated : 28th July 2016 CP No. 3331 FCS No. 234