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Mahalaxmi Seamless Ltd.

BSE: 513460 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE257F01017
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NSE 05:30 | 01 Jan Mahalaxmi Seamless Ltd
OPEN 8.67
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VOLUME 6000
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OPEN 8.67
CLOSE 8.67
VOLUME 6000
52-Week high 9.12
52-Week low 5.00
P/E
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 Twenty Sixth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

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

Particulars Financial Year ended
31/03/2017(Rs. In Lakhs ) 31/03/2016(Rs. In Lakhs )
Total Income 1134.06 1124.26
Expenditure
1355.54 1265.54
Profit / Loss before Depreciation Finance
9.93 10.81
Charges and Tax
Interest and Finance Charges
62.07 92.66
Depreciation 60.02 59.43
Profit / Loss before Tax
(221.48) (141.28)
Taxes paid and provided 6.13 5.02
Profit / Loss after Tax (227.61) (146.30)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance carried to Balance Sheet 547.23 319.62

Operational Performance

• Revenue from operations has decreased by 2.97% to Rs. 110437816

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

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. 2016-2017.

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 Of Companies' 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 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 accepted Unsecured Loan from itsManaging Director Mr. Madhavprasad Jalan (DIN: 00217236) of Rs. 2915391/- However theCompany continues to enjoy Loans from Director which are exempted under Rule 2(1) (viii)of the Companies (Acceptance of Deposit) Rules 2014.

Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s R. Sundaresan Aiyar & Co. Chartered Accountants to be appoint as statutoryauditors of the Company from the conclusion of the Twenty Sixth Annual General Meeting(AGM) of the Company held on September 29 2017 till the conclusion of the Thirtieth AGMof the Company to be held in the year 2022 to audit the accounts of five financial yearsstarting from financial year ending 31st March 2018 at such remuneration as may bemutually agreed between the Board of Directors of the Company and the Auditors.

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 Sangita Joshi & Associates Practicing Company Secretary (Proprietor)Practicing under the name & style PCS Mrs. Sangita Joshi COP No: 7950 to undertakethe Secretarial Audit of the Company for the year ended 31st March 2017. The SecretarialAudit Report is annexed as Annexure. The Secretarial Audit Report for the financial yearended March 31 2017 contain qualifications reservations adverse remarks or disclaimerswhich are replied suitably.

Cost Auditor:

Cost Audit is not Applicable to the Company for the Financial Year 2016 - 2017.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatoryand do not require any further clarification.

Secretarial Audit Report

A Secretarial Audit Report given by PCS Sangita Joshi company secretary in practiceshall be annexed with the report.

Following Qualifications have been observed by the secretarial Auditor during the AuditPeriod.

Directors Reply on the qualifications in Secretarial Audit Report are as follows:

Financial position of the Company is poor and All round efforts are made by the Companyto improve the Financial Position of the Company in order to earn BusinessIncome/opportunities due to which Company is not able to do the following Compliances:

(i) Company could not able to upgrade its web site so as to make proper disclosures;(ii) Company has been searching for the suitable candidate to be appointed as a CompanySecretary. (iii) Company is in the process of making payment of Annual Listing Fee andalso the Payment of Annual Custodian Fees to Depositories and Registrar and TransferAgent. (iv) Company is unable to do Publication of Financial Results in Newspapers for thequarter ended 31st March 2016 30th June 2016 and 31st December 2016 (v) Company isunable to do Publication of Intimation of date of Board Meeting held for approving(unaudited/Audited) Quarterly Financial Results for the Quarter ended 31st March 201630th June 2016 and 31st December 2016.(vi) Company has been searching for the suitablecandidate to be appointed as Independent Director so that number of Independent Directorsbe more than 50% of total number of Directors and Company is in the process of makingcomposition of Board in tune with the requirement of Directors retiring by rotation.

In the absence of properly Qualified and Experienced Staff Company could not able tocomply with the following:

(i) Proper maintenance of Internal Secretarial Records. (ii) Proper supporting inconnection with Compliances made by the Company with regard to all the ListingRegulations.

Due to Technical Reasons company is not able to file the following forms with ROC/MCA:

1. Form MGT-14 for appointment of Company Secretary and Internal Auditor.

2. Form MGT-7 for filing Annual Return for the Financial Year 2015 - 2016.

Share Capital

The paid up Equity Share Capital as on March 31 2016 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 34445129
Total Foreign Exchange outflow -

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review. During the yearunder review:

1. There is no change in the composition of Board of Directors.

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/ Committee Meetings. In addition the Chairman was also evaluated on keyaspects of his role including setting the strategic agenda of the Board encouragingactive engagement by all Board members and motivating and providing guidance to theManaging Director & CEO. Areas on which the Committees of the Board were assessedincluded degree of fulfillment of key responsibilities adequacy of Committee compositionand effectiveness of meetings. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Board as a whole. TheNomination and Remuneration Committee also reviewed the performance of the Board itsCommittees and of the Directors. The Chairman of the Board provided feedback to theDirectors on an individual basis as appropriate. Significant highlights learning andaction points with respect to the evaluation were presented to the Board.

Number of meetings of the Board of Directors

The Board of Directors of the Company has met 5 times during the Year under review

Date of the meeting No. of Directors attended the meeting
30.05.2016 6
12.08.2016 6
14.11.2016 6
10.02.2017 6
30.03.2017 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. Committee hasrecommended to appoint R. Sundaresan Aiyar & Co. Chartered Accountants having Firmregistration Number 110564 Mumbai as Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of the Thirtieth AGMof the Company to be held in the year 2022 to audit the accounts of five financial yearsstarting from financial year ending 31st March 2018 at such remuneration as may bemutually agreed between the Board of Directors of the Company and the Auditors and Allother recommendations 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. 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.

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.

Considering the future estimated income of lease rental the committee has recommendedto approve the total managerial remuneration up to Rs. 6000000 on pro rata basis.

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 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 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 2016-17.

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 downprocedures to inform the Audit Committee as well as the Board of Directors about riskassessment and management procedures and status. This risk management process covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess 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 with theapplicable 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 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 accordancewith the above criteria a Director will be considered as an ‘Independent Director'if he/ she meets with the criteria for ‘Independent Director' as laid down in theCompanies Act 2013 and the Listing Regulations. Qualifications: A transparent Boardnomination process is in place that encourages diversity of thought experienceknowledge perspective and gender. It is also ensured that the Board has an appropriateblend of functional and industry expertise. While recommending the appointment of aDirector the Nomination and Remuneration Committee considers the manner in which thefunction and domain expertise of the individual will contribute to the overallskill-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 IndependentDirectors' 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 2016-17 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) 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 2015-16 are given below:

Directors Ratio to Median Percentage Increase in Remuneration
Shri Madhav P Jalan 12.48:1 NIL
Shri Vivek Jalan 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 allapplicabl 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

By Order of the board of Directors
For Mahalaxmi Seamless Limited
Place: Mumbai
Date: 30th May 2017 Vivek M. Jalan Madhavprasad G. Jalan
Wholetime Director Managing Director
DIN: 00114795 DIN: 0021723