Mahalaxmi Seamless Ltd
Chairman Speech
Chairman
Dear Shareholders.
The global economic meltdown witnessed during the last two years has somehow receded,
as major global economies are slowly heralding signs of economic recovery. However,
consumer demand though recovering slowly is yet to come back to heydays of earlier years.
Emerging markets like India and China, however, have demonstrated high resilience and
could be able to recover faster from the economic meltdown with favorable signs of upturn
in economic growth indices.
India registered a strong come back in 2009-10 displaying its ability to withstand
extreme external adversities, which destabilized major economies. India recorded a GDP
growth of 7.2% in 2009-10 against 6.7% in 2008-09. This was largely due to timely economic
stimulus fuelling investments and growth. It is further expected to grow in around 8.5%
during the current year.
Steel is the Raw Material for your Company and its prices have a direct bearing on the
profitability. In recent times steel prices have been quite volatile and putting a fresh
challenges to the businesses worldwide. Even in domestic market in the last one year, the
steel prices have swung both ways, requiring a new skill set to manage / mitigate the
price volatility risk Your Company has, however, successfully managed this and came out
with increased profitability. Though in the long run, this risk can be completely
mitigated, if your Company has its own steel.
Growing oil and gas demand coupled with heavy investment in the Power Sector promises
higher revenue for Indian steel pipe makers. A huge pent up in demand for pipes have
cropped up over the last few months by both sectors. Globally, pipes are the most
economical way to transport oil and gas. Consistently rising global demand of energy,
especially in a developing country like India, would continue growth momentum in the steel
pipe industry. In addition, the number of blocks that have been offered under various
rounds of NELP will come into Drilling / Production over next couple of years. This will
also offer a huge demand for Seamless Pipes.
Major oil marketing/transportation companies like GAIL, IOCL etc. have plans to lay
Pipelines across the length and breadth of the country and would result in a huge demand
for welded pipes. The country's domestic gas availability is expected to increase manifold
in couple of years and would require huge infrastructure for domestic Pipelines.
Your Company has seen a fall in the demand from US and Middle East markets owing to
global financial turmoil in 2008, however, the situation has improved considerably
subsequently and also the crude oil prices have moved up significantly from their lows.
This has resulted into an increase in E & P Activities in the global market.
Realising, this your Company has positioned itself well to capture this international
business potential. Anti Dumping Duty on Chinese Pipes in US & European Market has
vacated the market for other players and your Company has successfully increased its
export activities.
Domestic Seamless Pipe Industry has also approached Government of India to ensure level
playing field in the domestic market against cheaper imports of pipes from China. The
Govt. of India has already initiated the investigation against dumping of Seamless pipes
in the Country by China and Anti Dumping Duty is likely to be imposed.
These developments have strengthened the marketing efforts of the Company in a way and
your Company is likely to achieve high scales of production for both Seamless & ERW
Pipes.
The erection work of 6" Seamless Pipe Plant at Manga on is going on and it is
likely to be completed by the end of this fiscal. This would also enable your Company to
increase the total installed capacity to 5.5 Lac Ton for Seamless Pipes. This will also
have the facility of manufacturing Drill Pipe, which is a value added product. The Project
has got the status of" Mega Project" by State Govt. of Maharashtra.
Despite having lower turnover, the Company has posted an all time high Net Profit and
EPS. Your Company has also given the highest Dividend of Rs. 6 per share (120%) in its
history. The Company has also got its Fixed Assets revalued in the current year to
showcase its fair valuation to all its stakeholders.
Your Company is fully committed to its social obligations. Besides opening of School,
hospital the Company has adopted villages in and around the plant, providing the local
villagers with basic necessities, distributing medicines, blankets etc.
Your Company is committed for its backward integration project as it offers the
complete control on cost, price, quality and delivery of its Raw Material. A suitable
location is being looked at for this Project. The Company is, however, successfully moving
for its Coal Blocks Project near Nagpur in a Joint Venture Company named Gondkhari Coal
Mining Ltd.
Your Company's ideology of having an eye on the horizon and not just the bottom line
continues. Financial prudence, balanced approach and business acumen coupled with clear
vision makes your Company fully prepared to take itto the next level of excellence.
As you have observed, the Company achieved significant growth during 2009-10 and I look
forward for continued support, trust and participation of all going forward for the growth
plans of the Company.
Thank you.
D.P. Jindal
Mahalaxmi Seamless Ltd
Directors Reports
To,
The Members,
Mahalaxmi Seamless Limited
Your Directors have pleasure in presenting their Thirty Second Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2023.
1. Financial summary or highlights/performance of the company:
Particulars |
Financial Year ended |
|
31/03/2023(In Lakhs) |
31/03/2022(In Lakhs) |
Total Income |
191.74 |
215.29 |
Expenditure |
158.06 |
170.13 |
Profit / Loss before Tax |
33.68 |
45.15 |
Taxes paid and provided |
(5.05) |
(8.90) |
Profit / Loss after Tax |
38.73 |
54.06 |
Transferred to Reserves |
NIL |
NIL |
Proposed Final Dividend |
NIL |
NIL |
Dividend distribution tax |
NIL |
NIL |
Balance carried to Balance Sheet |
38.73 |
54.06 |
Operational performance:
Total revenue from operations isRs. 1, 82,72,539/-, other income isRs. 9,02,048/-
Management discussion & analysis:
The detailed Management Discussion & Analysis Report for the year under review, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") is presented in a separate section fanning 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/statc
of companies' affair:
The Company is engaged in the manufacturing of tubes. The Company has given its factory
on lease to Jindal Saw Ltd.
Change in the nature of business, if any:
There has been a change in the nature of business of the Company during the year under
review. Earlier, the Company was engaged in the business of manufacturing of tubes.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial
year of the company to which the financial statements relate and the date of
the report:
No Material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future:
No Significant and Material Orders have been passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future during the
Year under Review.
Details of subsidiarv/ioint venture/assuciate companies and financial
performance thereof:
The Company has no subsidiary or associate company.
No company has become or has ceased to become a subsidiary/associate company during the
year 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 the
year,
Auditors:
Pursuant to the provisions of section 139(1) of The Companies Act, 2013 and the rules
framed thereafter, M/sAgrawal Jain & Gupta, Chartered Accountants, have been appointed
as Statutory Auditors of the Company in the Annual General Meeting (AGM) of the Company
held on September 27,
2022, and shall hold the office of auditor until the conclusion of AGM of the Company
to be held in the year 2027 for a period of five years.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s Neelakshee R. Marathe & Co.,Practicing Company Secretaries, COP No;
9983 to undertake the Secretarial Audit of the Company for the year ended 31st March,
2023. The Secretarial Audit Report is annexed herewith. The Secretarial Audit Report for
the financial year ended March 31, 2023 contains qualifications, reservations, adverse
remarks or disclaimers which are self-explanatory.
Cost Auditor:
Cost audit is not applicable to the company for the financial year ended 2022-23.
Auditors' Report:
Comments made by tire statutory auditors in the auditors' report are self-explanatory
and 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 fund
its employees to purchase the shares of the Company.
Issue of Sweat Equity:
The Company has not issued sweat equity shares during the year under review'.
Disclusure of annual return:
The Annual Return, pursuant to the provisions of Section 92(3) of the Companies Act,
2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, for the
financial year ended 31il March,
2023, is placed on the website of the Company.
The website of the Company is http://ww-w.mahatubes.com/
Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The Information Regarding Conservation of Energy & Technology Absorption is
provided for in Annexure I
Foreign Exchange Earnings and Outgo:
Amount (Rs In lakhs)
Total Foreign Exchange Inflow |
- |
Total Foreign Exchange outflow |
- |
Directors:
A) Changes in Directors and Key Managerial Personnel:
There had been no change in the composition of Board of directors for the year ended
2022-23. There has been a change in Key Managerial Personnel of the Company. Ms. Palak
Salecha has resigned as a Company Secretary of the Company with effect from 3lst December,
2022.
B) Declaration by an Independent Director(s) and re- appointment, if
any:
The Company has received Declaration from Independent directors Pursuant to the
Provisions of Section 149 sub-section (6) of the Companies Act, 2013.
C) Annual evaluation of board performance and performance of its committee and of
director :
Pursuant to the provisions of the Companies Act, 2013 the Board had carried out
evaluation of its own performance, performance of the Directors as well as the evaluation
of the working of its Committees. The Nomination and Remuneration Committee lias defined
the evaluation criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors. The Board's functioning was evaluated
on various aspects, including inter alia degree of fulfillment of key responsibilities,
Board structure and composition, establishment and delineation of responsibilities to
various 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 key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members and motivating and providing guidance to the Managing Director. Areas on
which the Committees of the Board wore assessed included degree of fulfillment of key
responsibilities, adequacy of Coiiunittee composition and effectiveness of meetings. The
performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors who also reviewed
the performance of the Board as a whole. The Nomination and Remuneration Committee also
reviewed the performance of the Board, its Committees and of the Directors. The Chairman
of the Board provided feedback to the Directors on an individual basis, as appropriate.
Significant highlights, learning and action points with respect to the evaluation were
presented to the Board,
Meetings:
i. Number of meetings of the Board of Directors:
The Board of Directors of the Company has met 9 times during the Year under review
Date of the meeting |
No. of Directors attended meeting |
30.05.2022 |
6 |
10.08.2022 |
6 |
05.09.2022 |
6 |
13.10.2022 |
6 |
12.11.2022 |
6 |
17.11.2022 |
6 |
11.01.2023 |
6 |
08.02.2023 |
6 |
15.03.2023 |
6 |
ii. Number of meetings of the Audit Committee:
During the financial year under review, 4 (Four) meetings were held on the following
dates and all the members and chairman of the committee were present in ail the meetings:
30th May, 2022,10*August, 2022, 12th November, 2022, and 08th February,
2023.
iii. Number of meetings of Nomination and Remuneration Committee^
During the financial year under review, 1 (One) meeting were held on the following date
and all the members and chairman of the committee were present in the meeting:
10th August, 2022.
iv. Number of meetings of Stakeholder Relationship Committee:
During the financial year under review, 1 (One) meeting was held on the following date
and all the members and chairman of the committee were present in all the meeting:
10,h August, 2022.
Audit Committee:
Audit Committee of the Company as constituted by the Board is headed by Mr. Vivek Jalan
with Mr. Sushil Ashok Jain and Mr. Chandrashckar Rajaram Kulkami as Members. The committee
thoroughly reviewed the quarterly and annual financial statements of the Company and
recommended the same to the Board There have not been any instances during the year when
recommendations of the Audit Committee were not accepted by the Board.
Nomination and Remuneration Committee:
Nomination and Remuneration Committee of the Company as constituted by the Board is
headed by Mr. Sushil Ashok Jain, Mr. Chandrashekar Rajaram Kulkarni and Mr. Aditya Moda as
Members.
The Nomination and Remuneration Committee has considered the following factors while
formulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attract/
retain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term
performance 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 the
Provisions of the Companies Act 2013.
Stakeholder and Relationship Committee of the Company as constituted by the Board is
headed byMr. Sushil Ashok Jain with Mr. Vivek Jalan,Mr. Chondrashekar Rajaram Kulkarni and
Mr. Aditya Moda as Members.
Details of establish me nit of vigil mechanism f or directors and
employees:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company have been denied access to the Audit
Committee.
Internal Financial Controls:
Your Company has in place adequate internal financial controls with reference to
financial statements. Your Company has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial disclosures.
Corporate Social Responsibility:
As a socially responsible Company, your Company has a strong sense of community
responsibility.
However, the Company does not fall within the Criteria as laid down by the Act. Hence,
it is not required to constitute a CSR Committee. Further the Company has matte aprotit
however not a massive profit; hence the Company has not formulated any Policy.
Policy on prevention, prohibition and rcdrcsaal of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Rcdressal) Act, 2013 and the Rules thereunder. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, to inquire into complaints of sexual
harassment and recommended appropriate action.
Disclosure:
Number of complaints of sexual harassment received in the year |
NIL |
Number of complaints disposed-off during the Year |
Not applicable |
Number of cases pending for more than ninety Days |
Not applicable |
Number of workshops or awareness programme against sexual
harassment carried out |
Not applicable |
Nature of action taken by the employer or District Officer |
Not applicable |
Particulars of loans, guarantees or investments under section 186:
During the year No Loans or Guarantees are not given nor are any Investments made by
the Company under Section 186 of the Companies Act, 2013.
Particulars of contracts ur arrangements with related parties:
The Particulars of Contracts or arrangements with related Parties is provided in
Annexure II (AOC-2) Risk Management:
Your Company has adopted a Risk Management Policy/ Plan in accordance with the
provisions ot the Companies Act, 2013 and the Listing Regulations. It establishes various
levels of accountability and overview' within the Company, while vesting identified
managers with responsibility for each significant risk.
The Company has laid down procedures to inform the Audit Committee as well as the Board
of Directors about risk assessment and management procedures and status.
This risk management process covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process also helps to align potential
exposures 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 on
an arm s length basis, in tire ordinary course of business and were in compliance with the
applicable provisions of the Companies Act, 2013 (The Act') and the Listing Agreement
There were no materially significant Related Party Transactions made by the Company during
the year.
All Related Party Transactions arc placed before the Audit Committee for approval
The Company has adopted a Related Party Transactions Policy. The Policy, as approved by
the 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 accompanying
financial statements.
Criteria for determining qualifications, posi tive attributes and indepen
dence of a director:
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions
of Section 178 (3) of the Act and the Listing Regulations.
Independence: In accordance with the above criteria, a director will be considered as
an 'Independent Director' if he/ she meet with the criteria for 'Independent Director' as
laid down in the Companies Act, 2013 and the Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encourages
diversity of drought, experience, knowledge, perspective, and gender. It is also ensured
that the Board has an appropriate blend of functional and industry expertise While
recommending the appointment of a Director, the Nomination and Remuneration Committee
considers the maimer in which the function and domain expertise of the individual will
contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Companies Act,
2013 the Directors on the Board of the Company are also expected to demonstrate high
standards 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 SEB1 (Listing obligations and Disclosures Requirements), 2015 is
not applicable to company for financial year 2022-23 as its Paid-up Capital and Net worth
is below the prescribed limit.
Particulars of Employees:
During the financial year under review, none of the Company's employees were in receipt
of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 1 lence, no particulars are required to be
disclosed in this Report.
The information required under Section 197 (12) of the Act read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as
follows.
The ratio of remuneration of each Director to the Median Remuneration of ali employees
who were on the payroll of the Company and the percentage increase in remuneration of the
Directors during the financial year 2022-23are 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 Act,
2013, and to the best of their knowledge and belief ami according to the information and
explanations obtained by them and same as mentioned elsewhere in this report, the attached
Annual Accounts and the Auditors' Report thereon, your directors confirm that:
a) In the preparation of the annual financial statements for the year ended March 31,
2023,the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b) The accounting policies as mentioned in Note 2 in the Notes to the financial
statements have been selected and applied consistently and judgments and estimates made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year 2022-23 and of the profit of the
Company for that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Annual Accounts have been prepared on a 'going concern basis,
e) Proper internal financial controls were in place and that the financial control were
adequate and were operating effectively;
f) Systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
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By Order of the Board of Directors N For Mahalaxmi Seamless Limited |
|
Place: Mumbai Date: 11.08.2023 |
|
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Vivek M. Jalan Managing Director
DIN: 00114795 |
Madhavprasnd G. Jalan Wholetime Director
DIN: 00217236 |