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Maharashtra Seamless Ltd.
|BSE: 500265||Sector: Metals & Mining|
|NSE: MAHSEAMLES||ISIN Code: INE271B01025|
|BSE 00:00 | 23 Jul||445.15||
|NSE 00:00 | 23 Jul||444.65||
|Mkt Cap.(Rs cr)||2,983|
|Mkt Cap.(Rs cr)||2982.50|
Maharashtra Seamless Ltd. (MAHSEAMLES) - Director Report
Company director report
To the Members
Your Directors are pleased to present the 29th Annual Report along with AuditedFinancial Statements of the Company for the year ended 31st March 2017.
The highlights of the financial results are as under:
INDIAN ACCOUNTING STANDARDS (Ind AS)
In accordance with the notification issued by the Ministry of Corporate Affairs (MCA)your Company is required to prepare Financial Statements under Indian Accounting Standards(Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016 with effect from 1st April 2016. Ind AS has replaced theexisting Indian GAAP prescribed under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014.
Accordingly the Company has adopted Indian Accounting Standard (Ind AS) with effectfrom 1st April 2016 with the transition date of 1st April 2015 and the FinancialStatements for the year ended 31st March 2017 have been prepared in accordance with IndAS. The Financial Statements for the year ended 31st March 2016 have been restated tocomply with Ind AS to make them comparable.
The MCA notification also mandates that Ind AS shall be applicable to SubsidiaryCompanies Joint venture or Associates of the Company.
The effect of the transition from Indian GAAP to Ind AS has been explained by way of areconciliation in the Standalone Financial Statements and Consolidated FinancialStatements.
The Board has recommended dividend of ' 5.00 (100%) per equity share of ' 5/- each forthe year ended 31st March 2017 subject to the approval of the members at the ensuingAnnual General Meeting.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of the Company had approved the Dividend Distribution Policy on26th May 2017 in accordance with Regulation 43A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Policy is available on the Company'swebsite www.jindal.com .
TRANSFER TO RESERVES
During the year no amount is proposed to be transfered to General Reserve.
RESULTS OF OPERATIONS
Revenue from Operations during the year was ' 1569.91 Crore against ' 1108.70 Crore inthe previous year Profit before tax for the year was ' 225.71 Crore as against ' 54.16Crore in the previous year Profit after tax for the year was ' 145.52 Crore as against '31.48 Crore in the previous year.
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 Indian Accounting Standard Ind AS- 110 on Consolidated FinancialStatements read with Indian Accounting Standard Ind AS-28 on Investments in Associates andInd AS-27 on Interest in Joint Ventures. The audited Consolidated Financial Statementsalong with Auditors' Report thereon form part of this Annual Report.
During the year 2016-17 Zircon Drilling Supplies and Trading FZE was setup as a whollyowned subsidiary of Internovia Natural Resources FZ LLC UAE a subsidiary of the Company.
As on 31st March 2017 your Company had five subsidiaries one is wholly ownedsubsidiary company registered in India and remaining four are registered outside India.There has been no material change in the nature of business of subsidiary companies.
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 a statementcontaining salient features of the Financial Statements of the subsidiaries joint ventureand associate companies is attached to the Financial Statements of the Company.
Further pursuant to the provisions of Section 136 of the Companies Act 2013 theFinancial Statements of the Company Consolidated Financial Statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company i.e. www.jindal.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri D. P. Jindal retires by rotation as Director at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.
During the year Shri Shiv Kumar Singhal was appointed as Additional Director as wellas the Whole-Time Director of the Company for a period of five years w.e.f. 1st January2017 and also designated as Key Managerial Person. He holds office of Director up to thedate of the ensuing Annual General Meeting. The Company has received a notice from amember under Section 160 of the Companies Act 2013 proposing his candidature for theoffice of the Director of the Company.
Necessary resolutions seeking approval of the members for the re-appointment of ShriDharam Pal Jindal and appointment of Shri Shiv Kumar Singhal as Director/Whole TimeDirector are included in the Notice convening the Annual General Meeting.
Brief resume of Directors who are proposed to be appointed/reappointed is furnised inthe Explanatory Statement to the Notice of the Annual General Meeting.
Shri S. P. Raj resigned as Whole-Time Director on 30th November 2016 and also ceasedto be the Key Managerial Person. However he continues as Non-Executive 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 KeyManagerial Personnel of the Company are Shri Shiv Kumar Singhal Whole-time Director ShriAshok Soni Chief Financial Officer and Shri Dinesh Chandra Gupta Company Secretary.
During the year 2016-17 5 (Five) meetings of the Board of Directors were held. Thedetails of meetings are given in the Corporate Governance Report which forms part of thisreport.
The Board of Directors has carried out the Annual Performance Evaluation of its ownBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allDirectors 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' APPOINTMENTAND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and othermatters provided in Section 178(3) of the Companies Act 2013 has been disclosed in theCorporate Governance report which forms part of this Report.
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 operations and health of people atwork and monitored regularly with reference to statutory regulations and guidelines.Improving work place safety continues to be the top priority at manufacturing sites. TheCompany's business operations are exposed to a variety of financial risks such as marketrisks (foreign exchange risk internal rate risk and price risk) Liquidity risk etc.
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.
INTERNAL 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.
During the year such controls were tested and no reportable material weaknesses in thedesign or operation 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 2017the 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 2017 have been prepared ona 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; and
(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.
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.
The Company has adopted a Whistle blower policy and has established the necessary vigilmechanism for Directors and employees to report concerns about unethical behavior actualor suspected fraud or violation of the Company's Code of conduct. The said policy has beendisclosed 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 a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities which has been approved by the Board. The CSRPolicy 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's lengthbasis.
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.
M/s. Kanodia Sanyal & Associates Chartered Accountants were appointed as StatutoryAuditors at the last Annual General Meeting of the Company to hold office till theconclusion of the ensuing Annual General Meeting. Pursuant to provisions of the CompaniesAct 2013 they are not eligible for reappointment.
M/s L.B. Jha & Co. Chartered Accountants have agreed to be appointed as StatutoryAuditors of the Company. They have further confirmed that the said appointment if madewould be within the prescribed limits under Section 141(3)(g) of the Companies act 2013and that they are not disqualified for appointment.
The Audit Committee has recommended the appointment of M/s L.B. Jha & Co.Chartered Accountants (Firm Registration No. 301088E) as the Statutory Auditors of theCompany to hold office from the conclusion of the 29th
Annual General Meeting until the conclusion of the 34th Annual General Meeting of theCompany subject to ratification by members at every Annual General Meeting.
The observations of the Auditors are explained wherever necessary in the appropriateNotes on Accounts. The Auditors' Report does not contain any qualification reservation oradverse remark.
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 2018.
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 2017. TheSecretarial Audit Report for the year ended 31st March 2017 is annexed herewith as anannexure to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
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 TECHNOLOGYABSORPTION 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 2017 and till the dateof this report.
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.