The Member of
Mahamaya Steel Industrial Limited
Your Directors have pleasure in presenting the 29 Annual Report together with auditedaccounts of your Company for the year ended 31 March 2017.
1. FINANCIAL HIGHLIGHTS : (Rs. In Lacs)
|Particulars ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Net Sales / Income from Operations ||25393.39 ||30926.31 ||25393.39 ||30926.31 |
|Other Income ||93.72 ||111.19 ||93.72 ||111.19 |
|Total Income ||25487.11 ||31037.50 ||25487.11 ||31037.50 |
|Profit before Interest Depreciation & Tax ||1805.12 ||258.23 ||1805.12 ||258.23 |
|Less: Finance Cost ||960.17 ||944.73 ||960.17 ||944.73 |
|Depreciation ||635.85 ||665.69 ||635.85 ||665.69 |
|Add: Exceptional Items ||181.31 ||154.23 ||181.31 ||154.23 |
|Profit / (Loss) before tax ||390.41 ||(1197.96) ||390.41 ||(1197.96) |
|Less: Current Tax ||78.11 ||0.00 ||78.11 ||0.00 |
|Deferred Tax ||(20.12) ||327.40 ||(20.12) ||327.40 |
|Profit / (Loss) for the Period before share of Profits / (Loss) of Associates ||332.42 ||(1525.36) ||332.42 ||(1525.36) |
|Share of (Losses) / Profit from Associates (Net) ||- ||- ||(160.31) ||- |
|Consolidated Profit / (Loss) for the year ||- ||- ||172.11 ||- |
|Net Profit / (Loss) after Tax ||332.42 ||(1525.36) ||172.11 ||(1525.36) |
2. FINANCIAL PERFORMANCE AND OPERATIONS :
During the Financial Year ended 31 March 2017 the Company's Profit Before Tax stoodat Rs. 390.41 Lacs against loss of Rs. 1197.96 Lacs in the previous year and Company'sProfit After Tax stood at Rs. 332.42 Lacs against loss of Rs. 1525.36 Lacs in the previousyear thereby representing a very good growth during the year under review.
Your Company made its debut on the National Stock Exchange with effect from 1 July2016 listing on one of the premier stock exchanges is a significant milestone for theCompany. The listing of the company on NSE was expected to enhance the visibility of thecompany's equity shares and also provide liquidity for its existing and prospectiveinvestors.
3. DIVIDEND & RESERVES :
The Directors have decided to consolidate Company's finances during the current year.As a result the Directors do not recommend any Dividend on Equity Shares for thefinancial year ended 31 March 2017.
During the year under review no transfer is proposed to the General Reserve. An amountof Rs. 332.42 Lacs is proposed to be retained as Surplus in the Statement of Profit andLoss.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY :
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
5. CHANGE IN THE NATURE OF BUSINESS :
During the year under review there are no changes in the nature of the business of theCompany.
6. INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
7. SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATEDFINANCIAL STATEMENTS :
As on 31 March 2017 the company have two associates and do not have any subsidiaryand Joint Venture Companies. In accordance with Section 129(3) of the Companies Act 2013we have prepared consolidated financial statements of the Company which forms part ofthis Annual Report. Further a statement containing the salient features of the financialstatement of our associates in the prescribed format AOC-1 is appended as Annexure-A tothe Director's Report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its associates are available on our websitewww.mahamayagroup.in. These documents will also be available for inspection duringbusiness hours at registered office of the Company.
8. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY :
All Related Party Transactions entered in to by the Company during the financial yearwere in the Ordinary Course of business and on an arm's length basis.
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 given in Annexure-B inForm AOC-2 and the same forms part of this report.
Related Party disclosures as per Accounting Standard 18 have been provided in Note 31to Financial Statements.
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.mahamayagroup.in.
9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :
Particulars of Loans Guarantees and Investments covered under section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.
10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
The Company does not have any employee whose particulars are required to be givenpursuant to the provisions of section 197 of the Companies Act 2013 read with Rule 5(2)& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
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 are annexed hereto marked as Annexure -C and forms part of this report.
11. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS :
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
12. MEETINGS : Board Meetings:
During the year Thirteen Board Meetings were convened and held the details of whichare given in the Corporate Governance Report. The maximum interval between any twomeetings did not exceed 120 days as prescribed in the Companies Act 2013.
Audit Committee Meetings:
During the year Eleven Audit Committee Meetings were convened and held the details ofwhich are given in the Corporate Governance Report.
Nomination & Remuneration Committee Meetings :
During the year Four Nomination & Remuneration Committee Meetings were convenedand held the details of which are given in the Corporate Governance Report.
Stakeholders Relationship Committee Meetings :
During the year Four Stakeholders Relationship Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report.
13. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION :
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31 March 2017 the Board consists of 6 members three of whom areExecutive Directors and three are Independent Directors.
The Policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website www.mahamayagroup.in. There has been no change in thePolicy since the last Financial Year. We affirm that the remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.
14. DECLARATION BY INDEPENDENT DIRECTORS :
The Company has received necessary declarations from each Independent Directors undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.
15. BOARD EVALUATION :
Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Audit Nomination and Remuneration andStakeholders Relationship Committee. The Criteria applied in the evaluation process areexplained in the Corporate Governance Report.
16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS :
In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of thefamiliarization programme are explained in the Corporate Governance Report. The same isalso available on the website of the Company www.mahamayagroup.in
17. POLICIES :
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our Corporate Governance Policies are available on ourwebsite (www.mahamayagroup.in). The policies are updated based on need and new compliancerequirement.
In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:
Whistle Blower Policy (Policy on Vigil Mechanism) :
The Company has adopted the whistle blower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct and Ethics.
Nomination and Remuneration Policy :
This Policy formulates the criteria for determining qualifications competenciespositive attributes and independence for the appointment of a director(executive/non-executive) and also the criteria for determining the remuneration of thedirectors key managerial personnel and other employees.
Related Party Transaction Policy :
The Policy regulates all transactions between the Company and its related parties.
Code of Internal Procedures and Conduct for Regulating Monitoring and ReportingTrading by Insiders :
The Code provides the framework in dealing with securities of the Company.
Policy for determining materiality for disclosures :
This Policy applies to disclosures of material events of the Company it deals withdissemination of unpublished price-sensitive information.
Document Retention and Archival Policy :
The Policy deals with the retention and archival of Corporate Records of the Company .
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Pursuant to the provisions of Companies Act 2013 Mr. Suresh Raman (DIN: 07562480) wasappointed as Additional Director (Executive and Non Independent) with effect from02.08.2016.
Mr. Suresh Raman holds office as an Additional Director up to the date of this AnnualGeneral Meeting. He has submitted a declaration that he is eligible for appointment and inrespect of whom the Company has received a Notice in writing under section 160 of theCompanies Act 2013 proposing his candidature for the office liable to retire byrotation.
Mrs. Rekha Agrawal (DIN 00597156) retires by rotation as Director at the ensuingAnnual General Meeting and being eligible offers herself for reappointment.
Mr. Niraj Kansal (DIN 02513034) Mr. Manish Kumar Agrawal (DIN 02822174) and Mr. AtulGarg (02822051) are the Independent Directors of the Company.
Mr. Suresh Raman has been appointed as Chief Financial Officer of the Company w.e.f17.06.2017.
Mr. Rajesh Agrawal Managing Director Mr. Sanjay Kumar Lilha Chief Executive OfficerMr. Suresh Raman Chief Financial Officer and Mrs. Jaswinder Kaur Mission CompanySecretary are the KMPs of the Company as per the provisions of the Act.
19. COMMITTEES OF THE BOARD :
Currently the Board has 3 Committees the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee.
A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report Section of this Annual Report.
RISK MANAGEMENT :
The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action. Risks are discussed at the meetings of theAudit Committee and the Board of Directors of the Company.
20. EXTRACT OF THE ANNUAL RETURN :
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as Annexure D to the Board's Report.
21. DIRECTORS' RESPONSIBILITY STATEMENT :
To the best of their knowledge and belief and according to the information andexplanations obtained by them your directors make the following statement in terms ofSection 134 of the Act
Your Directors state that :
1. In the preparation of the annual accounts for the year ended 31 March 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2017 and of the profit ofthe Company for the year ended on that date;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the Directors have prepared the annual accounts on a 'going concern' basis;
5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
22. AUDITORS AND AUDITOR OBSERVATION :
STATUTORY AUDITOR :
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. R.K. Singhania & Associates Chartered Accountants were appointed as statutoryauditors of the Company from the conclusion of the 26 annual general meeting (AGM) of theCompany held on 30 September 2014 till the conclusion of the 30 AGM of the Companysubject to ratification of their appointment at every AGM. Accordingly the appointment ofM/s. R.K. Singhania & Associates Chartered Accountants as Statutory Auditors of theCompany is placed for ratification by the Shareholders.
AUDITORS' OBSERVATIONS ON STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS :
With reference to the Qualification/Observation of the Auditor in Standalone andConsolidated Audit Report Management reply is given below;
Regarding Electricity Duty Exemption : Management's Reply :
The Company is eligible for electricity duty subsidy under the Industrial Policy of theState of Chhattisgarh. In this regard Company had already filed an application to the CGMDIC and now CGM DIC had recommended same to Industry of Secretary along with all papersand documents which is well progressed and is in final stage. Therefore there isreasonable certainty regarding ultimate collection of the same. So company has recognizedit in books of account in accordance with the accounting standards.
COST AUDITOR :
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit record maintained by the Companyis required to be audited. Your Directors had on the recommendation of the AuditCommittee appointed M/s Sanat Joshi & Associates Cost Accountants (Firm RegistrationNo. 000506) Raipur for conducting the cost audit of the Company for Financial Year2017-18.
As required under the Companies Act 2013 the remuneration payable to the CostAuditors is required to be ratified by the members of the Company. Accordingly resolutionseeking members ratification for remuneration to be paid to Cost Auditors is included atItem No. 8 of the Notice convening Annual General Meeting.
SECRETARIAL AUDITOR :
The Board has appointed Mr. Nitesh Jain Practising Company Secretary as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial year2016-17. The Secretarial Audit Report for the financial year ended March 31 2017 isannexed herewith marked as Annexure-E to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :
The Information on conservation of energy technology absorption foreign exchangeearnings and out go which is required to be given pursuant to the provisions of section134(3)(m)of the Companies Act 2013 read with Rule 8(3) of Companies (Account) Rules2014 is annexed hereto marked as Annexure-F and forms part of this report.
24. PAYMENT OF ANNUAL LISTING FEES :
Shares of the Company are presently listed at BSE & NSE and the Company has paidlisting fee upto 31 March 2017 in respect of above stock exchanges.
25. GENERAL DISCLOSURE :
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save or ESOS.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
26. INVESTOR RELATIONS & SERVICES :
Your Company always endeavors to keep the time of response to shareholders request /grievance at the minimum. Priority is accorded to address all the issues raised by theshareholders and provide them a satisfactory reply at the earliest possible time. TheStakeholders Relationship Committee of the Board meets periodically and reviews the statusof the Shareholders' Grievances. The shares of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.
Mrs. Jaswinder Kaur Mission Compliance Officer of the Company and the Registrar M/sLink Intime India Private Limited are looking after the physical as well as Demat work andalso shareholders correspondence they endeavored their best to service the Investorssatisfactorily.
27. EMPLOYEE RELATIONS :
Employee relations throughout the Company were harmonius. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all the employees in advancingthe Company's vision and strategy to deliver good performance.
Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the Company while discharging their duties.
| ||By Order of the Board |
| ||Rajesh Agrawal |
|Place: Raipur ||Managing Director |
|Date: 04 September 2017 || |