Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Twenty Fourth Annual
Report on the business and operations of the Company and the accounts
for the Financial Year ended March 31, 2015.
1.Financial Summary Or Highlights/Performance Of The Company
(Standalone)
Financial Year ended
Particulars
31/03/2015 31/03/2014
(Rs.In Lakhs) (Rs.In Lakhs)
Total Income 1957.19 1468.90
Expenditure 1964.74 1795.13
Profit / Loss before Depreciation,
Finance Charges and Tax 147.76 (156-49)
Interest and Finance Charges 90.24 103.43
Depreciation 65.07 66.29
Profit / Loss before Tax (7.55) (326.22)
Taxes paid and provided 5.65 14.88
Profit / Loss after Tax (13.20) (341.10)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance carried to Balance Sheet (173.31) (157.03)
Operational Performance
* Revenue from operations has increased by 28.50% to Rs. 186,284,158
* The Company has suffered a Loss which has reduced by 96.13% in the
Current Year as Compared to Last Year's Loss.
Management Discussion & Analysis
The detailed Management Discussion & Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
Dividend
In view of the losses incurred by the Company during the financial year
under review your Directors are unable to recommend any dividend for
F.Y. 2014-2015.
Transfer To Reserves
The Company has not transferred any amount to the 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
tied up with other 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 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 Subsidiary/Joint Ventures/Associate Companies and Financial
Performance thereof
The Company has No Subsidiary Company.
The Following are the Associate Companies:
Madras Steel & Tubes
Vinayak Pipes & Tubes Pvt Ltd
Vinayak Tubes
Excel Tube Corporation
No Company has ceased to be the Subsidiary Company during the Year
under Review.
Deposits
The Company has not accepted any Deposits within the meaning of section
73 of the Companies Act, 2013 and the Rules made there under. Hence,
there is nothing to Report in this Matter. However, the Company
continues to enjoy Loans from Director, which are exempted under Rule
2(1) (viii) of the Companies(Acceptance of Deposit) Rules,2014.
Auditors:
Statutory Auditors
M/s K C P L AND Associates LLP Statutory Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible to offer themselves for re appointment.
M/s K C P L AND Associates LLP ,have furnished a certificate,
confirming that if re-appointed, their re-appointment will be in
accordance with Section 139 read with Section 141 of the Act. Pursuant
to the provisions of the Act and the Rules made there under, it is
proposed to appoint M/s K C P L AND Associates LLP; as the statutory
auditors of the Company from the conclusion of the forthcoming AGM till
the conclusion of the next Annual General Meeting, subject to
ratification at every subsequent Annual General Meeting held after this
Annual General Meeting.
Members are requested to consider the re-appointment of M/s K C P L AND
Associates LLP and authorize the Board of Directors to fix their
remuneration.
Secretarial auditors:
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 Ms. Aparna Uparkar,
Practicing Company Secretary (Proprietor) , Practicing under the name &
style PCS Aparna Uparkar. CP No: 13839 to undertake the Secretarial
Audit of the Company for the year ended 31st March, 2015. The
Secretarial Audit Report is annexed as Annexure. The Auditors' Report
and the Secretarial Audit Report for the financial year ended March 31,
2015 do not contain any qualification, reservation, adverse remark or
disclaimer.
Cost Auditor:
Based on the Audit Committee recommendation at its meeting held, Ms.
Leena Anant Gujarathi, Cost Accountant (Membership No: 22429) was
re-appointed by the Board as the Cost Auditor of the Company for
conducting an audit of the cost accounting records of the Company for
financial year commencing from April 1, 2014 to March 31, 2015
The Company is in the process of Appointing Cost Auditor for conducting
Cost Audit of the Company and subsequently filing the Form with ROC/MCA
for the Financial Year 2013-2014
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report & the
reply thereof by the Directors are provided there under.
Reference to Auditors Report (Auditors Comments/ Nature of
Qualification)
Annexure (i) (a)
Directors Reply
Effective steps are being taken by the Company to maintain proper
records so as to show full particulars of the Company's Fixed Assets.
Annexure (i) (b)
Directors Reply
Once the records showing full particulars of the Company's Fixed Assets
are in place the discrepancies will be reconciled.
Annexure (vii) (c)
Directors Reply
Effective steps are being taken to transfer Unclaimed Dividend to IEPF
Fund.
Secretarial Audit Report
A Secretarial Audit Report given by PCS Aparna Uparkar., a company
secretary in practice shall be annexed with the report.
The Following Qualifications have been observed by the secretarial
Auditor during the Audit Period
1. The Company has not Appointed a Company Secretary in pursuance of
Section 203 of the Companies Act,2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 during the Year
under Review
As disclosed in the Audited Annual Accounts of the Company for the
Financial 2014-2015, the Company has managed to earn a Meager Income
from its Operations. All round efforts are made by the Company to
improve the Financial Position of the Company in order to earn Business
Income/opportunities and to enable the Company to Appoint the Company
Secretary.
2. The Company has not filed form Form MGT-14 Appointment of
Secretarial Auditor and Internal Auditor for the Financial Year
2014-2015 as well as for taking on record Quarterly Financial Results
for the Quarter ended June 30, 2014 & September, 30, 2014 & approval of
Director's Report as on November 28, 2014
As reported to us by the Management of the Company, the Company is in
the process of filing the following Forms with ROC/MCA
3. The Company has not filed form DIR 12: with respect to the
Resignation of Mr. Manish Jeevansingh Dalal who has tendered his
resignation as a Director of the Company w.e.f. 16th May, 2014.
As reported to us by the Management of the Company, the Company is in
the process of filing the following Forms with ROC/MCA
4. Form 23 C: Appointment of Cost Auditor under section 233B of
Companies Act, 1956, read with Cost Audit (Report) Rules, 1996,
subsequently submission of Cost Audit Report for the financial year
commencing from 1st April, 2013 to 31st March, 2014, in Form 1-XBRL
As reported to us by the Management of the Company, the Company is in
the process of filing the following Forms 23c and Form 1-XBRL with
ROC/MCA
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
52,907,000 during the year 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 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
Extract Of Annual Return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
(Management and Administration) 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 is provided for in Annexure II
Foreign Exchange Earnings and Outgo:
Amount (In lakhs)
Total Foreign Exchange Inflow 13.36584
Total Foreign Exchange outflow 93.95835
Directors:
A) Changes in Directors and Key Managerial Personnel
Appointments and changes in Designation during the Year under Review.
During the year under review:
1. Mr. MADHAVPRASAD GOVINDRAM JALAN (DIN: 00217236) was reappointed as
Whole-time Director designated as Managing Director of the Company, for
a period of 3 (Three) years with effect from 1st April, 2014.
2. Mr. VIVEK MADHAVPRASAD JALAN (DIN: 00114795) was reappointed as
Whole-time Director designated as Chief Financial Officer of the
Company, for a period of 3 (Three) years with effect from 1st April,
2014.
3. Ms. MALA SHARMA (DIN 02964382) was reappointed as Whole-time
Director of the Company, for a period of 3 (Three) years with effect
from 1st April, 2014.
4. As already reported by the Board in their Report dated 28.11.2014,
Mr. Manish Dalal tendered his resignation as a Director of the Company
w.e.f. 16th May, 2014. Your Directors place on record their sincere
appreciation for the services rendered by him during the tenure of his
Directorship
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 has 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 & CEO. Areas on which the Committees of the Board were
assessed included degree of fulfillment of key responsibilities,
adequacy of Committee 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.
Number of meetings of the Board of Directors
The Board of Directors of the Company has met 13 times during the Year
under review
Date of the meeting No. of Directors attended the meeting
15/04/2014 6
21/04/2014 6
22/05/2014 6
30/05/2014 6
20/06/2014 6
24/06/2014 6
14/08/2014 6
04/09/2014 6
14/11/2014 6
28/11/2014 6
22/01/2015 6
14/02/2015 6
31/03/2015 6
Audit Committee
Audit Committee of the Company as constituted by the Board is headed by
Mr. Chetan Ramesh Jain with Mr. Jiwanprakash Thakurdas Hingorani and
Mr. Chandrashekar Rajaram Kulkarni as Members. There have not been any
instances during the year when recommendations of the Audit Committee
were not accepted by the Board. All the 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 the Directors and employees to report their concerns about
unethical behaviour, 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 has
been denied access to the Audit Committee.
Nomination and Remuneration Committee
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/
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.
The Company however, does not fall within the Criteria as laid down by
the Act is not required to constitute a CSR Committee. Further the
Company has been suffering a loss for the 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 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
Redressal) 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 recommend appropriate action.
The Company has not received any complaint of sexual harassment during
the financial year 2014-15.
Disclosure:
Number of complaints of sexual harassment NIL
received in the year
Number of complaints disposed off during the NIL
year
Number of cases pending for more than ninety NIL
days
Number of workshops or awareness programme NIL
against sexual harassment carried out
Nature of action taken by the employer or NIL
District Officer
Particulars of loans, guarantees or investments under section 186
During the year No Loans or Guarantees are given nor are any
Investments made by the Company under Section 186 of the Companies Act,
2013.
The Particulars of Contracts or arrangements with related Parties is
provided for in Annexure III (AOC-2)
Risk Management
Your Company has adopted a Risk Management Policy/ Plan in accordance
with the provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement. 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 the 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 are 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, positive attributes and
independence 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
Clause 49 of the Listing Agreement.
Independence: In accordance with 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 the Companies Act,
2013 and Clause 49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that
encourages diversity of thought, 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 manner 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
Your Company has implemented all the mandatory requirements pursuant to
Clause 49 of the Listing Agreement. A separate report on Corporate
Governance is given as a part of the Annual Report along with the
certificate received from the Statutory Auditor, M/s. K C PL and
Associates LLP, Chartered Accountants, confirming the compliance.
Particulars of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under Rule 5 (2) and (3)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules. Hence, 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 all employees who were on the payroll of the Company and the
percentage increase in remuneration of the Directors during the
financial year 2014-15 are given below:
Directors Ratio to Median Percentage Increase in
Remuneration
Shri Madhav P Jalan 11.53:1 100
Shri Vivek Jalan 13.56:1 NIL
Smt. Mala Sharma 10.85:1 NIL
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 and
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:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) they 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 at the end of the financial year and of the profit of the
Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Acknowledgement
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
By Order of the Board of Directors
For Mahalaxmi Seamless Limited
Place: Mumbai Vivek Jalan Madhavprasad Jalan
Date: 14/08/2015 Whole-time director Managing Director
DIN: 00114795 DIN: 00217236
Mar 31, 2014
The Directors have pleasure in presenting their Twenty Third Report
and Audited Accounts for the Financial Year ended March 31, 2014.
FINANCIAL RESULTS :
(Rs. in lacs)
PARTICULARS As on March As on March
31, 2014 31, 2013
Turnover 1449.64 2570.07
Gross Profit/(Loss) -87.54 -46.29
Less: Depreciation 66.30 117.05
Interest & Finance Charges 103.43 153.35
Profit / (Loss) for the year -341.10 -347.57
Profit/(Loss) before Tax -326.23 -342.58
Deferred Tax 14.88 1.10
Current Tax/FBT 0.00 0.00
Profit / (Loss) after Tax -341.10 -347.58
2. DIVIDEND
Being previous year's Distributable surplus being wiped out by the
Current Year's operational losses your Director's are unable to
recommend any dividend for the year under review.
3. RESULTS OF OPERATIONS:
Net sales of the Company for the year under Review stood at Rs.
1449.64 Lakhs as compared to previous year sales of Rs. 2570.06 Lakhs
4. MANAGEMENT DISCUSSION & ANALYSIS
The detailed Management Discussion & Analysis Report for the year under
review, as Stipulated under Clause 49 of the Listing Agreement is
presented in a separate Section forming part of the Annual Report.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details regarding Conservation of Energy Technology Absorption are
given by way of Annexure I to this report.
Details regarding the Foreign Exchange Earnings & outgo are given in
Notes to Account No 38( iv) in the Audited Annual Accounts of the
Company.
6. LISTING OF SHARES
Your Company's shares are listed on the BSE Limited , Ahmedabad Stock
Exchange Limited & Madras Stock Exchange Limited
8. CORPORATE GOVERNANCE
Your company has implemented all the mandatory requirements pursuant to
Clause 49 of the Listing Agreement. A separate report on Corporate
Governance is given as a part of the Annual Report along with the
certificate received from the Statutory Auditors M/s. , V.B.Goel & Co.,
Chartered Accountants confirming the compliance.
9. PUBLIC DEPOSITS
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of Section 58A of the
Companies Act, 1956, read with the Companies (Acceptance of Deposits)
Rules, 1975. The Unsecured Loans which were accepted by the Company was
from Company's Director.
10. PARTICULARS OF EMPLOYEES
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and the Companies (Particulars of Employees)
Amendment Rules, 2011. Hence, no particulars are required to be
disclosed in this Report.
11. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Mr. Madhav Prasad Jalan (DIN:
00217236), & Mr.Vivek Madha Prasad Jalan (DIN: 00114795) Director
retire by rotation and being eligible offer themselves for
re-appointment. Directors recommend their re-appointment
As per Section 149(4) of the Companies Act, 2013, which came into
effect from April 1, 2014, every listed company is required to have at
least one-third of the total number of Directors as Independent
Directors. Accordingly, resolution proposing appointment Mr. CHETAN
RAMESH JAIN, Mr. JIWANPRAKASH THAKURDAS HINGORANI & Mr. CHANDRASHEKHAR
RAJARAM KULKARNI forms part of the Notice of the Annual General Meeting
and the Company has received requisite notices in writing under Section
160 of the Companies Act, 2013
The Company has received declarations from all the Independents
Directors of the Company confirming that they meet with the criteria of
Independents as prescribed both under sub-section(6) of Section 149 of
the Companies Act, 2013 and Clause 49 of the Listing Agreement. During
the year under review Mr. Manish Dalal tendered his resignation as a
Director of the Company w.e.f. 16th May, 2014. Your Directors place on
record their sincere appreciation for the services rendered by him
during the tenure of his Directorship.
12. KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, your Company is
required to appoint Key Managerial Personnel. Accordingly, your Company
has appointed its Key Managerial Personnel viz., Based on the
recommendation of Nomination & Remuneration Committee the Board of
Directors of your Company at their Board Meeting held on June 24, 2014
has appointed Mr.Madhav Prasad Jalan whole time Director designated as
Managing Director for a period of Three Years w.e.f. 1st April, 2014,
Mr. Vivek Madhav Prasad Jalan as Whole Time Director designated as
Chief Financial Officer for a period of Three Years w.e.f. 1st April,
2014 & Ms. MALA SHARMA as Whole Time Director for a period of 3 (Three)
years with effect from 1st April, 2014 subject to the approval of
Shareholders at the forthcoming Twenty Third Annual General Meeting.
The Board recommends their appointments.
13. AUDITORS:
In view of the letter dated November 25, 2014 received by the Company
from the retiring M/s V.B.Goel & Co., Chartered Accountants, Mumbai the
retiring Statutory Auditors of the Company who hold office until the
conclusion of the ensuing Annual General Meeting seeking not to seek
re-appointment as such for the current Financial Year 2014- 2015 your
Directors seek to appoint M/S., K C P L And Associates LLP, Chartered
Accountants, (FRN No 119223W) as Statutory Auditors of the Company, to
hold office from Twenty Third (23) Annual General Meeting until the
conclusion of the Twenty Eighth (28) Annual General Meeting of the
Company subject to the ratification of the appointment by the Members
of the Company at every Annual General Meeting A letter under Section
141(3) (g) of the Companies Act, 2013 regarding their eligibility for
the proposed appointment has been obtained from them. Your Directors
recommend their appointment.
14. AUDITORS' REPORT:
Comments made by the Statutory Auditors in the Auditors' Report & the
reply thereof by the Directors is given by way of Annexure to this
Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and 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 preparation of the annual accounts, the applicable accounting
standards have been followed;
b. 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, 2014 and of the profit of the Company
for the year ended on that date;
c. 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; and
d. the Directors have prepared the Annual Accounts on a going concern
basis.
16. ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated
service and contribution towards the growth of the Company. We also
thank the Financial Institutions, Banks, Customers and the Shareholders
for their continued support towards the conduct of the Company.
For and On behalf of the Board of Directors
sd/-
Place : Mumbai MADHAV PRASAD JALAN
Date : 28.11.2014 Chairman
Mar 31, 2012
The Directors have pleasure in presenting their Twenty-First Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended March 31, 2012.
FINANCIAL HIGHLIGHTS:
PARTICULARS [As on March 31,
2012 As on March 31,
2011
(Rs.) (Rs.)
Income from Sales [Net 320,205,542 315,129,667
of Excise]
Other Income 11,345,769 3,112,353
Total Revenue 331,551,311 313,242,020
Expenses:
Changes in inventories (11,802,524) 121,284
Cost of materials 243,481,047 224,226,613
consumed
Operating Expenses 49,355,021 52,039,663
Employee Benefit 25,556,517 26,175,293
Expense
Other Expenses 15,105,535 12,904,294
Financial Costs 13,176,775 11,573,732
Deprecation Expense 11,936,233 11,262,470
Prior Period 1,598,803 71,351
Total Expenses 348,407,407 338,737,477
Profit Before Tax (16,856,096) (20,132,731)
Tax Expense (893,953) (175,175)
Profit for the Period (15,962,143) (19,957,557)
DIVIDEND :
In view of the losses incurred bv the Company during the financial year
ended 31st March 2012 out Directors are unable to recommend any
dividend during the financial year under review.
DIRECTORS:
During the financial year under review, Mr. Narendra Kumar Dalmia
resigned as the Director of the Company with effect from 9th February,
2012, "The Board of Directors wishes to place on record its sincere
appreciation for due co-operation and services rendered by him during
his tenure as the Director of the Company. Pursuant to the Articles of
Associations of the Company, Mr. Manish Dalai & Mr. Vivek lalan,
Directors of the Company retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer them sieves for a
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT, pursuant to Sec. 217(2AA) of the
Companies Act, 1956:
(i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimated that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
OPERATIONAL PERFORMANCE:
The net revenue tor the Current Year was P.s. 320,205,542 as compared
to Rs. 315,129,667 in the previous year, The Net Loss for the Year is
Rs, 15,962,143 as compared to the Net Loss of Rs.19,957,557 in the
previous Year, thus recording an increase in Net Revenue by 1.61% and
Decrease in Net Loss by 20.01%
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a separate report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors'' Repot.
DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:
In accordance with the amended Listing Agreement with respective Stock
Exchanges, it is hereby confirmed that the Company''s Shares are listed
at the Stock Exchanges at Mumbai, Ahmadabad and Madras.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956, road with the
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
relating to the conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo forms part of this r epoix and is
given by way of Annexure.
AUDITORS:
M/s V.B. Goal & Co, Chartered Accountants, Mumbai, retire at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment.
PARTICULARS OF EMPLOYEES:
The Company has no employees of the specified categories under Section
217 (2A) of.tho Companies Art 1956 read with the Companies Particulars
of Employees) Rules, 1975, as amended up to date.
EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:
1. Note No 4 (b) (i) & (ii) to the Auditors'' Report:
Effective steps are being taken to build the proper invoice records to
the tune of Rs.36 89,852/- as we!! as reconciliation of Fixed Deposits
with Bank to the tune of Rs. 30,13,094/-
2. Note No 4 (d) to the Auditors'' Report:
The Company in its accounting Benefits viz, earned leave on payment
basis. Hence, necessary in this regard have not been
quantified and its effect on profit and liability cannot be
ascertained.
3. Note No 4 (f) (i) to the Auditors'' Report:
The Company has entered into contract for purchase and sale of goods
with related Party in circumstances of urgent necessities without
obtaining consent of the Board and the said consent was obtained at a
meeting within three months of the date on which the contract was
entered into.
4. Note No 4 (f) (ii) to the Auditors'' Report:
The Company is in the process of updating its records for the
utilization of service tax credit.
5. Note No 4 (f) (iv) to the Auditors'' Report:
The Company is in the process of compiling the data in connection with
Micro, Small and Medium Enterprises so as to make disclosures in the
Annual Report pursuant Micro, Small and Medium Enterprises Development
Act, 2006.
6. Note No 1 (a) & (b) to the Annexure to Auditors'' Report:
Effective steps are being taken for maintaining proper records to show
full particulars, including quantitative details & situation of its
Fixed Assets.
7. Note No. 2 (c) to the Annexure to Auditors'' Report:
During the continuance of the Workmen Strike for almost a period of 3
months the movement of material got obstructed and records were
distorted during the said period of strike. The Company is sun in the
process of salvaging and updating its inventory records
8. Note No. 7 to the Annexure to Auditor''s Report:
The Company is in the process of setting internal Audit system
commensurate with its nature and size of the business.
9. Note No 8 to the Annexure to Auditors'' Report:
The Company has already taken effective steps to maintain cost records
as prescribed under The Companies Act, 1956 for the financial year
under review.
ACKNOWLEDGEMENTS:
The Board of Directors wishes to place on record its sincere
appreciation for due co- Operand received from the Company''s Bankers
namely Oriental Bank of Commerce. The Directors are also thankful to
Statutory Organizations, Esteemed Customers and Employees ax all levies
for their continuous support.
For and On behalf of the Board of Directors
Place: Mumbai MADHAV PRASAD JALAN
Date: 03rd September, 2012 CHAIRMAN
Mar 31, 2011
The Directors have pleasure in presenting their Twentieth Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended March 31, 2011.
FINANCIAL HIGHLIGHTS:
[Rs. In Lacs]
PARTICULARS As on March 31,2011 As on March 31, 2010
(Rs) (Rs)
Income from Sales 3151.30 2874.03
[Net of Excise]
Other Income 31.12 42.89
Increase/(Decrease) (1.21) (49.19)
in Stock
Total Expenditure 3381.82 3010.59
Profit/(Loss) before (87.99) (55.46)
Depreciation
Less: Depreciation 112.62 87.40
Interest 115.73 91.78
Add: Prior (0.71) (1.63)
Period/Extra Ordinary
Adjustments
Net Profit/(Loss) (201.33) (144.48)
before Taxation
Provision for Taxation (6.65) (7.67)
[Current Fringe
[Benefit Deferred]
Profit After Taxation (194.68) (136.82)
Less: (Short)/Excess (4.90) Nil
Prov. Of Tax
Less: Interim Nil -
Dividend/ Proposed - Nil
Dividend
Less: Dividend Nil -
Distribution Tax - Nil
Less: Transfer to Nil Nil
General Reserves
DIVIDEND:
In view of the losses incurred by the Company during the financial year
ended 31st March, 2011, your Directors are unable to recommend any
dividend during the financial year under review.
DIRECTORS:
Pursuant to the Articles of Associations of the Company, Mr. Chetan
Ramesh Jain & Mr. Narendra Kumar Dalmia, Directors of the Company
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re- appointment.
DIRECTORS' RESPONSIBILITY STATEMENT, pursuant to Sec. 217(2AA) of the
Companies Act, 1956:
(i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimated that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
OPERATIONAL PERFORMANCE:
The net revenue for the Current Year was Rs. 3151.30 Lakhs as compared
to Rs. 2874.03 Lakhs in the previous year. The Net Loss for the Year
was Rs. 194.68 Lakhs as compared to the Net Loss of Rs.136.82 Lakhs in
the previous Year, thus recording an increase in Net Revenue by 9.65%
and Increase in Net Loss by 42.29 %.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a separate report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors' Report.
DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:
In accordance with the amended Listing Agreement with respective Stock
Exchanges, it is hereby confirmed that the Company's Shares are listed
at the Stock Exchanges at Mumbai, Ahmedabad and Madras.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
relating to the conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo forms part of this report and is
given by way of Annexure.
AUDITORS:
M/s V.B. Goel ãt Co, Chartered Accountants, Mumbai, retire at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
PARTICULARS OF EMPLOYEES:
The Company has no employees of the specified categories under Section
217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended up to date.
EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:
1. Note No 4 (b) (i) & (ii) to the Auditors' Report:
During the continuance of the Workmen Strike for almost a period of 3
months the movement of material got obstructed and records were
distorted during the said period of strike. The Company is still in the
process of salvaging and updating its invoices & stock records.
2. Note No 4 (d) to the Auditors' Report:
The Company is accounting Benefits viz, earned leave on payment basis.
Hence, necessary disclosures in this regard have not been quantified
and its effect on profit and liability can not be ascertained.
3. Note No 4 (f) (i) to the Auditors' Report:
The Company has entered into contract for purchase and sale of goods
with related party in circumstances of urgent necessities without
obtaining consent of the Board and the said consent was obtained at a
meeting within three months of the date on which the contract was
entered into.
4. Note No 4 (f) (ii) to the Auditors' Report:
Considering the qualifications possessed by Mr. Rishi Jalan, a relative
of the Director, his appointment was made to Office or Place of Profit
on a yearly remuneration of Rs. 6,00,000 per annum and effective steps
are being taken to obtain necessary approvals under Section 314 (1B) of
the Companies Act, 1956 in this regard.
5. Note No 4 (f) (iii) to the Auditors' Report:
The Company is in the process of updating its records for the
utilization of service tax credit
6. Note No 4 (f) (iv) to the Auditors' Report:
The Company is in the process of compiling the data in connection with
Micro, Small and Medium Enterprises so as to make disclosures in the
Annual Report pursuant Micro, Small and Medium Enterprises Development
Act, 2006.
7. Note No 1 (a) & (b) to the Annexure to Auditors' Report:
During the continuance of the Workmen Strike for almost a period of 3
months The entry and exit of personnel of the Company and movement of
material got obstructed & records were distorted during the said period
of strike The Company is still in the process of salvaging and updating
its records of Fixed Assets.
8. Note No. 2 (c) to the Annexure to Auditors' Report:
During the continuance of the Workmen Strike for almost a period of 3
months the movement of material got obstructed and records were
distorted during the said period of strike. The Company is still in the
process of salvaging and updating its inventory records
y. Note No. / to the Annexure to Auditor s Report: Website
ahaiaxmitubes.cor
The Company is in the process of setting internal Audit system
commensurate with its nature and size of the business.
10. Note No 8 to the Annexure to Auditors' Report:
The Company has already taken effective steps to maintain cost records
as prescribed under The Companies Act, 1956 for the financial year
under review.
ACKNOWLEDGEMENTS:
The Board of Directors wishes to place on record its sincere
appreciation for due co-operation received from the Company's Bankers
namely Oriental Bank of Commerce. The Directors are also thankful to
Statutory Organizations, Esteemed Customers and Employees at all levels
for their continuous support.
For and On behalf of the Board of Directors
Place: Mumbai AAADHAV PRASAD JALAN
Date : 01st December, 2011. CHAIRMAN
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