You are here » Home » Companies » Company Overview » Mahalaxmi Seamless Ltd

Mahalaxmi Seamless Ltd.

BSE: 513460 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE257F01017
BSE 00:00 | 25 Nov 9.69 0.11
(1.15%)
OPEN

10.02

HIGH

10.02

LOW

9.50

NSE 05:30 | 01 Jan Mahalaxmi Seamless Ltd
OPEN 10.02
PREVIOUS CLOSE 9.58
VOLUME 571
52-Week high 14.47
52-Week low 5.88
P/E 8.97
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.02
CLOSE 9.58
VOLUME 571
52-Week high 14.47
52-Week low 5.88
P/E 8.97
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
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 Thirtieth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. Financial summary or highlights/performance of the company:

Particulars Financial Year ended
31/03/2021 31/03/2020
(In Lakhs) (In Lakhs)
Total Income 223.85 214.97
Expenditure 198.11 225.21
Profit / Loss before Tax 25.74 (10.24)
Taxes paid and provided 14.48 1.16
Profit / Loss after Tax 40.22 (9.08)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance carried to Balance Sheet 40.22 (9.08)

Operational performance:

Total revenue from operations has increased to Rs. 19122838/- the other income hasincreased to Rs. 3262925/-

Management discussion & analysis:

The detailed Management Discussion & Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is presentedin a separate section forming part of the Annual Report.

Dividend:

Your directors have not proposed any dividend during the financial year under review.

Transfer to reserves:

The Company has not transferred any amount to reserves during the year under review.

Brief description of the company's working during the year/state of companies' affair:

The Company is engaged in the manufacturing of tubes .The Company has given its factoryon lease to Jindal Saw Ltd.

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 dale 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 future during theYear under Review.

Details of subsidiary/joint ventures/associate companies and financial performancethereof:

The Company has no subsidiary or associate company.

No company has become or has ceased to become a subsidiary/associate company during theyear under review.

Deposits:

Pursuant to Section 73 of the Companies Act 2013 read with Rule 2 of the Companies(Acceptance of Deposit) Rules 2014 the Company has not accepted any deposits during theyear.

Auditors:

Pursuant to the provisions of section 139 of the act and the rules framed thereafterM/s R. Sundaresan Aiyar & Co. Chartered Accountants have been appointed as astatutory auditor of the Company from the conclusion of the Twenty Sixth Annual GeneralMeeting (AGM) of the Company held on September 29 2017 till the conclusion of the AGM ofthe Company to be held in the year 2022.

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 Companyhas appointed M/ s Prathamesh Joglekar & AssociatesPracticing Company SecretariesCOP No: 17074 to undertake the Secretarial Audit of the Company for the year ended 31stMarch 2021. The Secretarial Audit Report is annexed as Annexure. The Secretarial AuditReport for the financial year ended March 31 2021 contains qualifications reservationsadverse remarks or disclaimers which are replied suitably.

Cost Auditor:

Cost audit is not applicable to the company for the financial year 2020-21.

Auditors' Report:

Comments made by the statutory auditors in the auditors' report are self-explanatoryand do not require any further clarification.

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 AnnualReturn:

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 asAnnexure 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 -
Total Foreign Exchange outflow -

Directors:

A) Changes in Directors and Key Managerial Personnel:

Appointment and change in designation during the year under review.

During the year under review:

1. Mr. Aditya Moda has been appointed as Director in the board meeting held on 12thFebruary 2020 and regularized in Annual General Meeting of the company held on 29thSeptember 2020.

2. Ms. Palak Salecha is appointed as Company Secretary of the company with effect from27th July 2020.

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 was evaluatedon various aspects including inter alia degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning.Directors were evaluated on aspects such as attendance and contribution at Board/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.

Meetings;

i. Number of meetings of the Board of Directors:

The Board of Directors of the Company has met 4 times during the Year under review

Date of the meeting No. of Directors attended the meeting
27.07.2020 6
07.09.2020 6
12.11.2020 3
12.02.2021 3

ii. Number of meetings of the Audit Committee:

During the financial year under review 4 (Four) meetings were held on the followingdates and all the members and chairman of the committee were present in all the meetings:

25th July 2020 05th September 2020 11th November2020 and 11th February 2021.

iii. Number of meetings of Nomination and Remuneration Committee:

During the financial year under review 2 (Two) meetings were held on the followingdates and all the members and chairman of the committee were present in all the meetings:25th July 2020 and 11th February 2021.

iv. Number of meetings of Stakeholder Relationship Committee:

During the financial year under review 1 (One) meeting was held on the following dateand all the members and chairman of the committee were present in all the meetings: 25thJuly 2020.

Audit Committee:

Audit Committee of the Company as constituted by the Board is headed by Mr. Vivek Jalanwith Mr. Sushil Ashok Jain and Mr. Chandrashekar Rajaram Kulkarni as Members. There havenot been any instances during the year when recommendations of the Audit Committee werenot accepted by the Board. Committee has recommended to appoint R. Sundaresan Aiyar &Co. Chartered Accountants having Firm registration Number 110564 Mumbai as Auditors ofthe Company to hold office from the conclusion of this Annual General Meeting (AGM) tillthe conclusion of the AGM of the Company to be held in the year 2022 to audit the accountsof five financial years at such remuneration as may be mutually agreed between the Boardof Directors of the Company and the Auditors and All other recommendations made by theAudit Committee were accepted by the Board.

Nomination and Remuneration Committee:

Nomination and Remuneration Committee of the Company as constituted by the Board isheaded by Mr. Vivek Jalan with Mr. Sushil Ashok Jain Mr. Chandrashekar Rajaram Kulkamiand Mr. Aditya Moda as Members.

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

(i) Tire 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/Stakeholder Relationship Committee:

The Board has constituted Stakeholders Relationship Committee in accordance with theProvisions of the Companies Act 2013.

Stakeholder and Relationship Committee of the Company as constituted by the Board isheaded by Mr. Vivek Jalan with Mr. Sushil Ashok Jain Mr. Chandrashekar Rajaram Kulkarniand Mr. Aditya Moda as Members.

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 behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.

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 the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof 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. Henceit is not required to constitute a CSR Committee. Further the Company has incurred a lossin previous year; 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 2020-2021.

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 not given nor are any Investments made bythe Company 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 the Listing Regulations. It establishes variouslevels of accountability and overview within the Company while vesting identifiedmanagers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status.

This risk management process covers risk identification assessment analysis andmitigation. Incorporating sustainability in the process also helps to align potentialexposures with the risk appetite and highlights risks 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 with theapplicable provisions of the Companies Act 2013 ('the Act') and the Listing Agreement.There were no materially significant Related Party Transactions made by the Company duringthe year.

All Related Party Transactions are placed before the Audit Committee for approval.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web link: http://www.mahatubes.com/Details of the transactions with Related Parties are provided in the accompanyingfinancial 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 the Listing Regulations.

Independence: In accordance with the above criteria a Director will be considered asan 'Independent Director' if he/ she meet with the criteria for 'Independent Director' aslaid down in the Companies Act 2013 and the Listing Regulations.

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 addition to the duties as prescribed under the Companies Act2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behavior strong interpersonal skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for Independent Directors'as outlined in Schedule IV to the Act.

Corporate Governance:

Regulation 15(2) of Stock Exchange Board of India (Listing obligation and DisclosuresRequirements) 2015 is not applicable to company for financial year 2020-21 as its Paid-upCapital and Net worth is below the prescribed limit.

Particulars of Employees:

During the financial year under review none of the Company's employees was in receiptof remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules. Hence no particulars are required to bedisclosed 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) Rides 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 2020-21 are given below:

Directors Ratio to Median Percentage Increase in Remuneration
Shri Madhav P Jalan 12.48:1 NIL
Shri Vivek falan 10.40:1 NIL
Smt. Mala Sharma 8.32:1 NIL

Directors' Responsibility Statement:

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 and to the best of their knowledge and belief and according to the information andexplanations obtained by them and same as mentioned elsewhere in this

Report the attached Annual Accounts and the Auditors' Report thereon your Directorsconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial control to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provision of allapplicable laws and that such systems are adequate and operating effectively.

Acknowledgement

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

.