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Mahamaya Steel Industries Ltd.

BSE: 513554 Sector: Metals & Mining
BSE 00:00 | 24 Jun 61.35 0.10






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OPEN 63.10
52-Week high 120.80
52-Week low 60.00
P/E 32.12
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.10
CLOSE 61.25
52-Week high 120.80
52-Week low 60.00
P/E 32.12
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahamaya Steel Industries Ltd. (MAHASTEEL) - Director Report

Company director report


The Members of

Mahamaya Steel Industries Limited

Your Directors have pleasure in presenting the 32ndAnnual Report togetherwith audited accounts of your Company for the year ended 31st March 2020.


(Rs. In Lakhs)




2019-20 2018-19 2019-20 2018-19
Revenue from Operations 35775.18 46517.06 35775.18 46517.06
Other Income 62.40 211.84 62.40 211.84
Total Revenue 35837.59 46728.90 35837.59 46728.90
Profit/Loss before Finance Cost Depreciation 1640.03 1028.72 1640.03 1028.72
& Amortization Expense and Tax
Finance Cost 906.63 1118.62 906.63 1118.62
Profit/(Loss) before Depreciation & Tax 733.40 1355.51 733.40 1355.51
Depreciation 609.96 632.81 609.96 632.81
Profit/(Loss) before Tax & Exceptional 123.44 722.70 123.44 722.70
Add: Exceptional Items 0.00 (1.49) 0.00 (1.49)
Profit/( Loss) before Tax 123.44 721.20 123.44 721.20
Share of Profit/{loss) of Associates - - (83.59) (24.59)
Provision for Tax
Less: Current Tax 147.00 148.00 147.00 148.00
Deferred Tax (348.66) (37.15) (348.66) (37.15)
Net Profit / (Loss) after Tax 325.09 610.35 241.50 585.76
Other Comprehensive Income 8.94 5.00 8.94 5.00
Total Comprehensive Income 334.03 615.35 250.44 590.76
Face Value per Equity 10 10 10 10
Earnings Per Share (in Rs.)
Basic 2.40 4.50 1.78 4.32
Diluted 2.40 4.50 1.78 4.32


The total income of the Company was Rs. 35837.59 Lakhs during the year as against Rs.46728.90 Lakhs in the previous year. The Company has reported net profit of Rs. 325.09Lakhs during the year under review as against Profit of RS. 610.35 Lakhs in the previousyear.

The Company in order to meet its growth objectives and to strengthen its financialposition is required to generate long term resources by issuing Equity Shares. The Boardof Directors thus proposed to issue and allot Equity Shares by way of preferentialallotment to the Promoters and to re-classify the Authorized Equity Share Capital of theCompany to accommodate the issue of Equity Shares subject to the approval of shareholdersin the ensuing Annual General Meeting.

In order to make the main object clause of the Memorandum of Association (MOA)comprehensive and to include other activities to be undertaken by Company i.e. ImportExport

Consultancy Trading the Board proposed to include additional objects in the mainobject clause of the Memorandum of Association of the Company subject to the approval ofshareholders in the ensuing Annual General Meeting.


The country witnessed lockdown being implemented in India in the month of March 2020.There were also restrictions of varying extent across larger part of the world due to theCOVID-19 pandemic. The Company's manufacturing facilities remained shut from 23rdMarch 2020 due to lockdown and partially reopened w.e.f. 24th May 2020 whichhas impacted its operations during April and May 2020. Some of the Company's pendingorders were on hold as per requirement of buyers. However upon opening of factories wewere in process of dispatch of our finished products and has restarted operationsconsidering order book and available workforce adhering to the safety norms prescribed bygovernment of India.

The Company is taking utmost care of its staff and workforce like sanitization socialdistancing mandatory mask wearing thermal check at the gate maintaining proper hygiene.Supply Chain is being monitored to ensure availability of material. We have taken cashflow capital expenditure and overhead control measures to smoothly manage our operations.

Availability of labor has become a larger challenge while the current customersentiments and the reverse migration of the migrant workforce pose challenges the Companyis mare confident that the demand situation will pick up progressively.

The Company's capital and Banking facilities remain intact.

In the prevailing COVID-19 situation the company's revenue for the first & secondquarter of FY 2020-21 is impacted. As the business situation is very fluctuating theCompany is closely monitoring it and hope the same could be normalize from 3rdquarter.

There were some liquidity issues as there was delay in realization receivables.However it is being tried to be handled as much as possible by following the strict cashflow management practice.

The Company is well positioned to fulfill its obligations and also does not foresee anysignificant impact on the business due to non-fulfillment of the obligations by any party.


There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of Financial Year 2019-20 and the date of thisreport.


The Directors have decided to conserve the resources in long run as a result theDirectors do not recommend any Dividend on Equity Shares for the financial year ended 31stMarch 2020.

During the year under review no transfer is proposed to the General Reserve. An amountof Rs. 334.03 Lakhs is proposed to be retained as Surplus in the Statement of Profit andLoss.


During the year under review 882500 8% Redeemable Non Convertible Non-CumulativePreference Shares were redeemed at a premium in accordance with the terms of issueaggregating to Rs. 17650000 being the redemption of first tranch&2200000 8%Redeemable Non-Convertible Non Cumulative Preference Shares were redeemed in accordancewith the terms of issue aggregating to Rs. 22000000 being the redemption of secondtranch.


During the financial year under review there is change in the debt component of ShareCapitaldue to redemption of 3082500 8% Redeemable Non Convertible Non CumulativePreference Shares. Further there is no change in Equity Component of Share Capital.


During the year under review there are no changes in the nature of the business of theCompany.


As on 31st March 2020 the company have one associate M/s Abhishek SteelIndustries Limited and do not have any subsidiary and Joint Venture Companies. During theyear under review no other Company became or ceased to become Subsidiary Joint Ventureor Associate Company. As per Regulation 33 of the Securities and Exchange BoardRegulations 2015 (hereinafter referred to as "Listing Regulations") and Section129(3) of the Companies Act 2013 read with the Rules issued thereunder the ConsolidatedFinancial Statements of the Company for the Financial Year 2019-20 have been prepared incompliance withapplicable accounting standards and on the basis of audited financialstatement of the Company its associate Company as approved by the respective Board ofDirectors.

The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report.

Further a statement containing the salient features of the financial statement of ourassociate in the prescribed format AOC-1 is appended as Annexure-Ato the Director'sReport.

The audited financial statements including the consolidated financial statements andrelated information of the Company and audited accounts of each of its associates areavailable on our website These documents will also be available forinspection during business hours at registered office of the Company.


The Company is engaged in the Steel Structural business only and therefore there isonly one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108Operating Segments.


Your Company has continued emphasis on Research & Development. A dedicated QualityAssurance ("QA") team is monitoring product quality. Your Company strives to beindustry leader by adopting modern technology.


All assets of the Company including Building Plant & Machinery Stocks etc.wherever necessary and to the extent required have been adequately insured.


The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.


The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors and General Meetings respectively have been dulyfollowed by the Company.


All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business. The Company has adhered to its "Policy on Related PartyTransactions and Materiality of Related Party Transactions" while pursuing allRelated Party transactions.

Further during the year the Company had entered into contract/ arrangement /transaction with related parties which are material in accordance with SEBI LODRRegulations and with the policy of the Company on materiality of related partytransactions for that prior approval was taken in the last AGM via Special Resolution.

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.

Further The Company has put up a Special Resolution in the Notice of the ensuing AGMfor the Shareholder's approval in order to enter in to transaction with related partieswhich may result in material transaction in terms of SEBI LODR Regulationsand with thepolicy of the Company on materiality of related party transactions.


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.


The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed with this report as Annexure-C.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided with as during the financial year under review no employee of the Companyincluding Managing Director was in receipt of remuneration in excess of the limits set outin the said rules.


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.

19. MEETINGS Board Meetings

During the year TwelveBoard Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.

Committee Meetings

During the year Ten Audit Committee Meetings FourNomination & RemunerationCommittee MeetingsFive Stakeholders Relationship Committee Meetings &Two CorporateSocial Responsibility Committee Meetings were convened and held the details of which aregiven in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Meeting of Independent Directors

During the year under review the Independent Directors met on 2ndMarch2020 inter alia to:

a) Review the performance of Non Independent Directors and the Board of Directors as awhole.

b) Review the performance of the Managing Director of the Company taking into accountthe views of the Executive and Non Executive Directors.

c) Assess the quality content and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and put into force.


The Company has received necessary declarations from each Independent Directors undersection 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 stating that he/she meets thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013andRegulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.


Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors. In aseparate meeting of independent directors performance of non-independent directorsperformance of the Board as a whole performance of the Committee(s) of the Board andperformance of the Managing Director was evaluated taking into account the views of otherdirectors. Performance evaluation of independent directors was done by the entire Boardexcluding the independent director being evaluated.


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 suchfamiliarization programme can be accessed on the Company's website


In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. All the Policies are available on Company's website( under the heading "Policies". The policies are reviewedperiodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

In pursuant to regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has revised Whistle Blower Policy to include in its scope any instancesrelated to Insider Trading and has also provided access to the employees of the Company toreport the instances of leak of Unpublished Price Sensitive Information or suspected leakof Unpublished Price Sensitive Information. The Company has established Vigil Mechanismfor the directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company's code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee.

Mrs. Jaswinder Kaur Mission Company Secretary and Compliance Officer of the Companyhas been designated as Vigilance and Ethics Officer for various matters related to VigilMechanism.

Policy for Related Party Transactions

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the Policy on Related Party Transactions. Thepolicy regulates all transactions taking place between the Company and its related partiesin accordance with the applicable provisions.

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management PersonnelDirectors (executive / non-executive) including a code of conduct for IndependentDirectors which suitably incorporates the duties of Independent Directors as laid down inthe Act.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliancewith the provisions of the new Companies Act 2013. The policy helps to identify thevarious elements of risks faced by the Company which in the opinion of the Boardthreatens the existence of the Company.

Nomination and Remuneration Policy

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 and Companies (Amendment) Act 2017 the Company has revised Nomination& Remuneration Policy. The key changes include inter alia addition of the definitionof senior management along with recommendations about their remuneration.

The Nomination & Remuneration policy provides guidelines to the Nomination &Remuneration Committee relating to the Appointment Removal & Remuneration ofDirectors Key Managerial Personnel and Senior Management. This policy formulates thecriteria for determining qualifications competencies positive attributes andindependence for the appointment of a director (executive / non-executive) and also thecriteria for determining the remuneration of the directors key managerial personnelsenior management and other employees. It also provides the manner for effectiveevaluation of performance of Board its committees and individual directors.

Policy for Determination of Materiality of an Event or Information

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised this policy for determination of materialitybased events.

Document Retention & Archival Policy

In pursuant to Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted Document Retention & ArchivalPolicy.

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 andSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2019 the Company hasadopted revised Insider Trading Code. The Code provides framework for dealing with thesecurities of Company in mandated manner.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price SensitiveInformation ("UPSI")

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 ("PITAmendment Regulations") mandates every listed company to formulate a written policyand procedures for inquiry in case of leak of unpublished price sensitive information andinitiate appropriate action on becoming aware of leak of unpublished price sensitiveinformation and inform the Board promptly of such leaks inquiries and results of suchinquiries. In pursuant to this regulation the Company has adopted the Policy forProcedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information("UPSI").

Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 to include therein the policy for determination of "Legitimatepurposes for sharing UPSI".

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter "CSR Policy) of theCompany has been prepared pursuant to Section 135 of the Companies Act 2013 and the CSRRules. The CSR policy serves as the referral document for all CSR-related activities atthe Company. CSR Policy relates to the activities to be undertaken by the Company asspecified in schedule VII and other amendments/circulars thereon to the Companies Act2013.


The Company has constituted Corporate Social Responsibility (CSR) Committee incompliance with the provisions of section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.

The CSR Committee consists of Mr. Rajesh Agrawal as Chairman and Mr. Suresh PrasadAgrawal & Mr. Uday Raj Singhania as members.

The disclosures with respect to CSR activities are given in Annexure - D


The Board at its meeting held on 10th October 2020 has reappointed Mr.Rajesh Agrawal (DIN: 00806417) as Managing Director of the Company for the period of 5years from 1st October 2020 to 30th September 2025. Necessaryresolutions together with the explanatory statement have been included in the Notice ofThirty Second Annual General Meeting as the above reappointment is subject to the approvalof the shareholders.

Mr. Suresh Raman (DIN: 07562480) retires by rotation as Director at the ensuing AnnualGeneral Meeting and being eligible offers herself for reappointment.

The proposals regarding the reappointment of the aforesaid directors are placed foryour approval.

Mr. Rajesh Lunia (DIN: 08441126) was appointed as an Additional Director- Independentw.e.f 4th May 2019 and in the last year's AGM held on 30thSeptember 2019 he has been appointed as an Independent Director for the tenure of 5 yearsup to 3rd May 2024.

Mr. Atul Garg (DIN: 02822051) Independent Director have resigned from the directorshipof the Company on 24th June 2019 due to other preoccupation. The Board placedon record its appreciation for the services rendered by Mr. Atul Garg during his tenure ofdirectorships with the Company.

Mr. Suresh Prasad Agrawal (DIN: 01052928) Mr. Uday Raj Singhania (DIN: 02465416) &Mr. Rajesh Lunia (DIN: 08441126) are the Independent Directors of the Company.

There were no changes in the Key Managerial Personnel of the Company during the yearunder review.

Mr. Rajesh Agrawal Managing Director Mr. Suresh Raman Executive Director &ChiefFinancial Officer and Mrs. Jaswinder Kaur Mission Company Secretary are the KMPs of theCompany as per the provisions of the Act.


Currently the Board has 4 Committees the Audit Committee the Nomination andRemuneration Committee the Stakeholders Relationship Committee& Corporate SocialResponsibility Committee.

A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report Section of this Annual Report.


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.


In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as AnnexureEto the Board's Report. TheExtract of Annual Return of the Company for the year ended 31st March 2020 isavailableon the website of the Company at


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 31st March 2020 the applicable accounting standardshave been followed and there are no material departures from the same;
2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2020 and of the profit of the Company for the year ended on that date;
3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating effectively; and
6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.



At the Company's 30th Annual General Meeting held on 13th August2018 M/s KPRK & Associates Chartered Accountants Nagpur (Firm Registration No.103051W) has been appointed as the Statutory Auditors of the Company for a term of 3 yearsto hold office from the conclusion of the 30th Annual General Meeting until theconclusion of 33rd Annual General Meeting.

Further provision of ratification of appointment of Statutory Auditor every year hasbeen omitted by the Companies (Amendment) Act 2017. Therefore ratification of auditor isnot required.

There is no audit qualification reservation or adverse remarks for the year underreview.


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 re appointed M/s Sanat Joshi & Associates Cost Accountants (FirmRegistration no. 000506) Raipur for conducting the cost audit of the Company forFinancial Year 2020-21.

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. 9of the Notice convening Annual General Meeting.

The Cost audit report for the financial year 2018-19 was filed with the Ministry ofCorporate Affairs.


Internal Auditor Pursuant to Section 138 of the Companies Act 2013 your Company hasappointed Mr. Subhash Rao as Internal Auditor of the Company to conduct internal audit ofthe functions and activities of the Company to audit for the period April 2019 to March2020.


The Board has appointed Nitesh Jain Practising Company Secretary as the SecretarialAuditor of your Company to conduct Secretarial Audit for the financial year 2019-20. TheSecretarial Audit Report for the financial year ended 31st March 2020 isannexed herewith marked as Annexure-F to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.


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-G and forms part of this report.


The listing fees payable for the financial year 2020-21 have been paid to Bombay StockExchange and National Stock Exchange within due date.


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 under any scheme save or ESOS.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
5. None of the auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

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.


Employee relations throughout the Company were harmonious. 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.


The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers regulatory and government authorities for their continuedsupport.

Place: Raipur By Order of the Board
Date: 27thNovember 2020 Rajesh Agrawal Managing Director