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Mahalaxmi Seamless Ltd.

BSE: 513460 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE257F01017
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VOLUME 1213
52-Week high 8.10
52-Week low 2.73
P/E
Mkt Cap.(Rs cr) 3
Buy Price 5.25
Buy Qty 787.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.20
CLOSE 5.25
VOLUME 1213
52-Week high 8.10
52-Week low 2.73
P/E
Mkt Cap.(Rs cr) 3
Buy Price 5.25
Buy Qty 787.00
Sell Price 0.00
Sell Qty 0.00

Mahalaxmi Seamless Ltd. (MAHALAXMISEAM) - Director Report

Company director report

To

The Members

Mahalaxmi Seamless Limited

Your Directors have pleasure in presenting their Twenty Fourth Annual Report onthe business and operations of the Company and the accounts for the Financial Year endedMarch 31 2015.

1.Financial Summary Or Highlights/Performance Of The Company (Standalone)

Particulars Financial Year ended
31/03/2015 31/03/2014
( Rs. In Lakhs ) ( Rs. In Lakhs )
Total Income 1957.19 1468.90
Expenditure
1964.74 1795.13
Profit / Loss before Depreciation Finance
147.76 (156.49)
Charges and Tax
Interest and Finance Charges
90.24 103.43
Depreciation 65.07 66.29
Profit / Loss before Tax
(7.55) (326.22)
Taxes paid and provided 5.65 14.88
Profit / Loss after Tax (13.20) (341.10)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance carried to Balance Sheet (173.31) (157.03)

Operational Performance

• Revenue from operations has increased by 28.50% to Rs. 186284158

• The Company has suffered a Loss which has reduced by 96.13% in the Current Yearas Compared to Last Year’s Loss.

Management Discussion & Analysis

The detailed Management Discussion & Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement is presented in a separate sectionforming part of the Annual Report.

Dividend

In view of the losses incurred by the Company during the financial year under reviewyour Directors are unable to recommend any dividend for F.Y. 2014-2015.

Transfer To Reserves

The Company has not transferred any amount to the Reserves during the Year underReview.

Brief Description Of The Company’s Working During The Year/State OfCompanies’ Affair

The Company is engaged in the manufacturing of tubes .The Company has tied up withother Companies to provide their Customers to get finned tubes or even heat exchangers.

Change In The Nature Of Business If Any

No Changes have occurred in the Nature of the Business during the Year under Review

Material Changes And Commitments If Any Affecting The Financial Position Of TheCompany Which Have Occurred Between The End Of The Financial Year Of The Company To WhichThe Financial Statements Relate And The Date Of The Report

No Material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

Details Of Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company’s Operations In Future

No Significant and Material Orders have been passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in futureduring the Year under Review.

Details of Subsidiary/Joint Ventures/Associate Companies and Financial Performancethereof

The Company has No Subsidiary Company.

The Following are the Associate Companies: Madras Steel & Tubes Vinayak Pipes &Tubes Pvt Ltd Vinayak Tubes Excel Tube Corporation

No Company has ceased to be the Subsidiary Company during the Year under Review.

Deposits

The Company has not accepted any Deposits within the meaning of section 73 of theCompanies Act 2013 and the Rules made there under. Hence there is nothing to Report inthis Matter. However the Company continues to enjoy Loans from Director which areexempted under Rule 2(1) (viii) of the Companies(Acceptance of Deposit) Rules2014.

Auditors:

Statutory Auditors

M/s K C P L AND Associates LLP Statutory Auditors of the Company hold office until theconclusion of the ensuing Annual General Meeting and being eligible to offer themselvesfor reappointment.

M/s K C P L AND Associates LLP have furnished a certificate confirming that ifre-appointed their re-appointment will be in accordance with Section 139 read withSection 141 of the Act. Pursuant to the provisions of the Act and the Rules made thereunder it is proposed to appoint M/s K C P L AND Associates LLP; as the statutory auditorsof the Company from the conclusion of the forthcoming AGM till the conclusion of the nextAnnual General Meeting subject to ratification at every subsequent Annual General Meetingheld after this Annual General Meeting.

Members are requested to consider the re-appointment of M/s K C P L AND Associates LLPand authorize the Board of Directors to fix their remuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Ms. Aparna Uparkar Practicing Company Secretary (Proprietor) Practicingunder the name & style PCS Aparna Uparkar. CP No: 13839 to undertake the SecretarialAudit of the Company for the year ended 31st March 2015. The Secretarial Audit Report isannexed as Annexure. The Auditors’ Report and the Secretarial Audit Report for thefinancial year ended March 31 2015 do not contain any qualification reservation adverseremark or disclaimer.

Cost Auditor:

Based on the Audit Committee recommendation at its meeting held Ms. Leena AnantGujarathi Cost Accountant (Membership No: 22429) was re-appointed by the Board as theCost Auditor of the Company for conducting an audit of the cost accounting records of theCompany for financial year commencing from April 1 2014 to March 31 2015

The Company is in the process of Appointing Cost Auditor for conducting Cost Audit ofthe Company and subsequently filing the Form with ROC/MCA for the Financial Year 2013-2014

Auditors’ Report

Comments made by the Statutory Auditors in the Auditors’ Report & the replythereof by the Directors are provided there under.

Reference to Auditors Report Directors Reply
(Auditors Comments/ Nature of Qualification)
Annexure (i) (a) Effective steps are being taken by the Company to maintain proper records so as to show full particulars of the Company’s Fixed Assets.
Annexure (i) (b) Once the records showing full particulars of the Company’s Fixed Assets are in place the discrepancies will be reconciled.
Annexure (vii) (c) Effective steps are being taken to transfer Unclaimed Dividend to IEPF Fund.

Secretarial Audit Report

A Secretarial Audit Report given by PCS Aparna Uparkar. a company secretary inpractice shall be annexed with the report.

The Following Qualifications have been observed by the secretarial Auditor during theAudit Period

Serial No. Secretarial Auditors Remarks Directors Reply
1. The Company has not Appointed a Company Secretary in pursuance of Section 203 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 during the Year under Review As disclosed in the Audited Annual Accounts of the Company for the Financial 2014-2015 the Company has managed to earn a Meager Income from its Operations. All round efforts are made by the Company to improve the Financial Position of the Company in order to earn Business Income/opportunities and to enable the Company to Appoint the Company Secretary.
2. The Company has not filed form Form MGT-14 Appointment of Secretarial Auditor and Internal Auditor for the Financial Year 2014-2015 as well as for taking on record Quarterly Financial Results for the Quarter ended June 30 2014 & September 30 2014 & approval of Director’s Report as on November 28 2014 As reported to us by the Management of the Company the Company is in the process of filing the following Forms with ROC/MCA
3. The Company has not filed form DIR 12: with respect to the Resignation of Mr. Manish Jeevansingh Dalal who has tendered his resignation as a Director of the Company w.e.f. 16th May 2014. As reported to us by the Management of the Company the Company is in the process of filing the following Forms with ROC/MCA
4. Form 23 C: Appointment of Cost Auditor under section 233B of Companies Act 1956 read with Cost Audit (Report) Rules 1996 subsequently submission of Cost Audit Report for the financial year commencing from 1st April 2013 to 31st March 2014 in Form 1-XBRL As reported to us by the Management of the Company the Company is in the process of filing the following Forms 23c and Form 1-XBRL with ROC/MCA

Share Capital

The paid up Equity Share Capital as on March 31 2015 was Rs. 52907000 during theyear under review. The Company has not issued any shares.

Shares with Differential Voting Rights

The Company has not issued shares with differential voting rights during the year

Issued Employee Stock Options / ESOP

The Company has not issued employee stock options and does not have any scheme to fundits employees to purchase the shares of the Company

Issue of Sweat Equity

The Company has not issued sweat equity shares during the year

Extract Of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT.9 is annexed as

Annexure I.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The Information Regarding Conservation of Energy & Technology Absorption isprovided for in

Annexure II

Foreign Exchange Earnings and Outgo:

Amount (In lakhs)

Total Foreign Exchange Inflow 13.36584
Total Foreign Exchange outflow 93.95835

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review.

During the year under review:

1. Mr. MADHAVPRASAD GOVINDRAM JALAN (DIN: 00217236) was reappointed as Whole-timeDirector designated as Managing Director of the Company for a period of 3 (Three) yearswith effect from 1st April 2014.

2. Mr. VIVEK MADHAVPRASAD JALAN (DIN: 00114795) was reappointed as Whole-time Directordesignated as Chief Financial Officer of the Company for a period of 3 (Three) years witheffect from 1st April 2014.

3. Ms. MALA SHARMA (DIN 02964382) was reappointed as Whole-time Director of theCompany for a period of 3 (Three) years with effect from 1st April 2014.

4. As already reported by the Board in their Report dated 28.11.2014 Mr. Manish Dalaltendered his resignation as a Director of the Company w.e.f. 16th May 2014. YourDirectors place on record their sincere appreciation for the services rendered by himduring the tenure of his Directorship

B) Declaration by an Independent Director(s) and re- appointment if any

The Company has received Declaration from Independent directors Pursuant to theProvisions of Section 149 sub-section (6) of the Companies Act 2013

C) Annual Evaluation Of Board Performance And Performance Of Its Committee And OfDirector :

Pursuant to the provisions of the Companies Act 2013 the Board had carried outevaluation of its own performance performance of the Directors as well as the evaluationof the working of its Committees. The Nomination and Remuneration Committee has definedthe evaluation criteria procedure and time schedule for the Performance Evaluationprocess for the Board its Committees and Directors. The Board’s functioning wasevaluated on various aspects including inter alia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning. Directors were evaluated on aspects such as attendance and contribution atBoard/ Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.Areas on which the Committees of the Board were assessed included degree of fulfillment ofkey responsibilities adequacy of Committee composition and effectiveness of meetings. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole. The Nomination and Remuneration Committee alsoreviewed the performance of the Board its Committees and of the Directors. The Chairmanof the Board provided feedback to the Directors on an individual basis as appropriate.Significant highlights learning and action points with respect to the evaluation werepresented to the Board.

Number of meetings of the Board of Directors

The Board of Directors of the Company has met 13 times during the Year under review

Date of the meeting No. of Directors attended the meeting
15/04/2014 6
21/04/2014 6
22/05/2014 6
30/05/2014 6
20/06/2014 6
24/06/2014 6
14/08/2014 6
04/09/2014 6
14/11/2014 6
28/11/2014 6
22/01/2015 6
14/02/2015 6
31/03/2015 6

Audit Committee

Audit Committee of the Company as constituted by the Board is headed by Mr. ChetanRamesh Jain with Mr. Jiwanprakash Thakurdas Hingorani and Mr. Chandrashekar RajaramKulkarni as Members. There have not been any instances during the year whenrecommendations of the Audit Committee were not accepted by the Board. All therecommendations made by the Audit Committee were accepted by the Board.

Details of establishment of vigil mechanism for directors and employees

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company’s Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given on the website http://www.mahatubes.com/

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference tofinancial statements. Your Company has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to theCompany’s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

Corporate Social Responsibility

As a socially responsible Company your Company has a strong sense of communityresponsibility.

The Company however does not fall within the Criteria as laid down by the Act is notrequired to constitute a CSR Committee. Further the Company has been suffering a loss forthe Last two Years; hence the Company has not formulated any Policy.

Policy on prevention prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee to inquire into complaints of sexualharassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financialyear 2014-15.

Disclosure:

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year NIL
Number of cases pending for more than ninety days NIL
Number of workshops or awareness programme against sexual harassment carried out NIL
Nature of action taken by the employer or District Officer NIL

Particulars of loans guarantees or investments under section 186

During the year No Loans or Guarantees are given nor are any Investments made by theCompany under Section 186 of the Companies Act 2013.

Particulars of contracts or arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties is provided for inAnnexure III (AOC-2)

Risk Management

Your Company has adopted a Risk Management Policy/ Plan in accordance with theprovisions of the Companies Act 2013 and Clause 49 of the Listing Agreement. Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk. The Company haslaid down procedures to inform the Audit Committee as well as the Board of Directors aboutrisk assessment and management procedures and status. This risk management process coversrisk identification assessment analysis and mitigation. Incorporating sustainability inthe process also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were onan arm’s length basis in the ordinary course of business and were in compliance withthe applicable provisions of the Companies Act 2013 (‘the Act’) and the ListingAgreement. There were no materially significant Related Party Transactions made by theCompany during the year. All Related Party Transactions are placed before the AuditCommittee for approval. The Company has adopted a Related Party Transactions Policy. ThePolicy as approved by the Board is uploaded on the Company’s website at the weblink: http://www.mahatubes.com/ Details of the transactions with Related Parties areprovided in the accompanying financial statements.

Criteria for determining qualifications positive attributes and independence of adirector:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Clause 49 of the Listing Agreement. Independence: Inaccordance with the above criteria a Director will be considered as an ‘IndependentDirector’ if he/ she meets with the criteria for ‘Independent Director’ aslaid down in the Companies Act 2013 and Clause 49 of the Listing Agreement.Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective and gender. It is also ensuredthat the Board has an appropriate blend of functional and industry expertise. Whilerecommending the appointment of a Director the Nomination and Remuneration Committeeconsiders the manner in which the function and domain expertise of the individual willcontribute to the overall skill-domain mix of the Board. Positive Attributes: In additionto the duties as prescribed under the Companies Act 2013 the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior stronginterpersonal skills and soundness of judgment. Independent Directors are also expected toabide by the ‘Code for Independent Directors’ as outlined in Schedule IV to theAct.

Corporate Governance

Your Company has implemented all the mandatory requirements pursuant to Clause 49 ofthe Listing Agreement. A separate report on Corporate Governance is given as a part of theAnnual Report along with the certificate received from the Statutory Auditor M/s. K C P Land Associates LLP Chartered Accountants confirming the compliance.

Particulars of Employees

During the financial year under review none of the Company’s employees was inreceipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules. Hence no particulars arerequired to be disclosed in this Report.

The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is asfollows.

The ratio of remuneration of each Director to the Median Remuneration of all employeeswho were on the payroll of the Company and the percentage increase in remuneration of theDirectors during the financial year 2014-15 are given below:

Directors Ratio to Median Percentage Increase in Remuneration
Shri Madhav P Jalan 11.53:1 100
Shri Vivek Jalan 13.56:1 NIL
Smt. Mala Sharma 10.85:1 NIL