Home  »  Company  »  Mahamaya Steel Indus  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Mahamaya Steel Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report and the audited Annual Accounts of your Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars 2014-15 2013-14

Sales (Net) 29145.42 28973.20

Other Income 116.57 180.21

Total Income 29261.99 29153.41

Profit before Interest, Depreciation & Tax 1721.85 1436.58

Less: Finance Cost 752.65 624.68

Depreciation 670.32 527.85

Add: Exceptional Items 26.05 157.20

Profit/(Loss) before tax 324.93 441.25

Less: Current Tax 181.66 137.54

Tax related to Earlier Year 3.38 -

Deferred Tax (72.26) 7.00

Net Profit / (Loss) after Tax 212.15 296.71

2. FINANCIAL PERFORMANCE AND OPERATIONS

The Total income of the Company was Rs. 29261.99 Lacs during the year as against 29153.41 Lacs in the previous year. The EBIDTA is Rs. 1721.85 Lacs as compared to Rs. 1436.58 Lacs in the previous year showed increase of 19.85%. The Profit before tax is Rs. 324.93 Lacs as against Rs. 441.25 Lacs in previous year. The Profit after tax is Rs. 212.15 Lacs as against Rs. 296.71 Lacs in previous year

The profits come down mainly due to falling steel prices and low demand.

Your Company has always emphasized on achieving operational excellence and continues to focus on customer satisfaction and delight. Backed by strong fundamentals and robust plans your Company is fully prepared to face current challenges and benefit from expected medium and long term growth in Indian economy.

3. DIVIDEND & RESERVES

The Directors have decided to consolidate Company's finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2015.

During the year under review, no transfer is proposed to the General Reserve. An amount of Rs. 212.15 Lacs is proposed to be retained as Surplus in the Statement of Profit and Loss.

4. ENVIRONMENT AND SOCIAL OBLIGATION

The Company's plant complies with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate arrangements to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complex.

5. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate it's Financial Statements for the year ended 31st March, 2015 as Company do not have any subsidiary.

6. INVESTOR SERVICES

Mrs. Jaswinder Kaur Mission Compliance Officer of the Company and the Registrar M/s System Support Services are looking after the physical as well as Demat work and also shareholders correspondence, they endeavored their best to service the Investors satisfactorily.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

8. CHANGE IN THE NATURE OF BUSINESS

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

9. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have 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 judgements 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, 2015 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.

11. BOARD MEETINGS

The Board of Directors duly met 15 (Fifteen) times respectively on 30th May, 2014, 9th June, 2014, 13th June, 2014, 19th June, 2014, 14th July, 2014, 14th August, 2014, 25th August, 2014, 26th September, 2014, 29th September, 2014, 30th September, 2014, 14th November, 2014, 29th November, 2014, 14th February, 2015, 12th March, 2015 and 25th March, 2015 in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act, 2013, Mrs. Rekha Agrawal (DIN 00597156), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Mr. Niraj Kansal (DIN 02513034), Mr. Manish Kumar Agrawal (DIN 02822174) and Mr. Atul Garg (02822051) were appointed as Independent Director of the Company w.e.f. 30th May, 2014, though they were already Independent Directors under listing agreement, subsequently the approval of the shareholders was sought at the Annual General Meeting held on 30th September, 2014.

Mr. Rajesh Agrawal (DIN 00806417), Managing Director whose term ends on 1st October, 2015 and your Directors recommend Mr. Rajesh Agrawal's reappointment for a further period of 5 years up to 1st October, 2020. Mr. Rajesh Agrawal is a B.Com graduate having an experience of more than 17 years in Steel Manufacturing. Mr. Brajendra Dwivedi (07018956) was appointed as Additional Director with effect from 14th November, 2014. The Board has also appointed him as Executive Director with effect from the same date. Mr. Brajendra Dwivedi holds diploma in engineering and is having more than 12 years of experience in technical Field.

Mr. Devarshi Pandey was appointed as Chief Financial Officer of the Company with effect from 12th March, 2015.

Mr. Jai Prakash Jhunjhunwala was appointed as Chief Executive Officer of the Company with effect from 25th March, 2015.

Mr. Rajesh Agrawal, Managing Director, Mr. Devarshi Pandey Chief Financial Officer, Mr. Jai Prakash Jhunjhunwala Chief Executive Officer and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as per the provisions of the Act.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 and revised clause 49 of the listing agreement, stating that they meet the criteria of independence as provided in section 149(6) of Companies Act, 2013.

14. BOARD EVALUATION OF THE DIRECTORS

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Managing Director was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Managing Director was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure - F and forms part of this report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

17. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.mahamayagroup.in

The Company in the ordinary course of its business, enters into transactions relating to purchase and sale of products, rendering and receiving services from its group companies who are 'Related Party' within the meaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The current and the future transactions are/will be deemed to be 'material' in nature as defined in Clause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution.

A resolution for approval of this Related Party Transaction has will be included in the Notice convening the ensuing AGM of the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in Form AOC-2 and the same forms part of this report.

18. COMMITTEES AND POLICIES

Audit Committee

The Audit Committee was reconstituted as per the requirement of the Companies Act, 2013 and revised clause 49 of the listing agreement. The Committee comprises of 3 Non Executive Independent Directors Mr. Niraj Kansal, as the Chairman and Mr. Manish Kumar Agrawal and Mr. Atul Garg as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

Nomination and Remuneration Committee

The Company has a Remuneration Committee which is renamed as Nomination and Remuneration Committee as per revised Clause 49 of the Listing Agreement. The Committee comprises of 3 Non Executive Independent Directors Mr. Niraj Kansal, as the Chairman and Mr. Manish Kumar Agrawal and Mr. Atul Garg as the Members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee (formerly known As Investors' Grievance Committee) is reconstituted on 30th May, 2014 in terms of revised clause 49 of Listing Agreement and is entrusted with the responsibility of redressing the shareholders'/ investors' complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee comprises of Mr. Niraj Kansal as the Chairman and Mr. Rajesh Agrawal and Mr. Atul Garg as the Members.

Risk Management Committee

The Risk Management Committee of the Company is constituted on 14th November, 2014 in terms of revised clause 49 of the listing agreement. The Committee comprises of Mr. Rajesh Agrawal as the Chairman and Mr. Manish Kumar Agrawal and Mr. Atul Garg as the Members.

Corporate Social Responsibility Committee

Pursuant to Section 135(2) read with Schedule VII of the Companies Act, 2013, the Board of your Company has constituted a CSR Committee. The Committee comprises of Mr. Rajesh Agrawal as the Chairman and Mr. Niraj Kansal and Mr. Manish Kumar Agrawal as the members. Your Company has developed a CSR Policy. The CSR Policy has been uploaded on the Company's website at www.mahamayagroup.in.

The Company was unable to spend the decided amount on CSR activities this year because since last 2-3 years the profits of the Company were very less, still the Company has done plantation in different areas. This is expected to enhance the beauty of earth and to reduce the pollution. Our initiatives has always supported Social cause like for running of Schools, Social community center, Environment protection.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013 and revised listing agreement. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy as approved by the Board is uploaded on the Company's website at www.mahamayagroup.in.

Remuneration Policy

The Nomination and Remuneration Committee has formulated and implemented "Nomination & Remuneration policy" in compliance with section 178 of the Companies Act, 2013 read with applicable rules thereto and revised clause 49 of the listing agreement. The policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director. The Nomination and Remuneration policy as approved by the Board is uploaded on the Company's website at www.mahamayagroup.in.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy for the directors and employees of the Company to report, serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy as approved by the Board is uploaded on the Company's website at www.mahamayagroup.in.

19. CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report as Annexure-G. The requisite certificate from Practicing Company Secretary Brajesh R. Agrawal confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report as Annexure-B.

20. AUDITORS AND AUDITOR OBSERVATION

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. R.K. Singhania & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 26th Annual General Meeting of the Company held on 30th September, 2014 till the conclusion of the 30th Annual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting.

STATUTORY AUDITORS' OBSERVATIONS

With reference to the Qualification/Observation of the Auditor in Audit Report, Management reply is given below:

Point No. i of Basis for qualified opinion dealing with Electricity Duty Exemption:

Management's Reply:

The Company is eligible for electricity duty subsidy under the Industrial Policy of the State of Chhattisgarh. In this regard the Company has filed an application to the CGM DIC which is progressed and presently pending before Commissioner of Industries for its approval and its order is expected to be issued soon. Therefore there is a reasonable certainty regarding ultimate collection of the same. So Company has recognized it in books of account in accordance with accounting standards.

Point No. ii of Basis for qualified opinion dealing with interest charged:

Management's Reply:

Company has charged interest on outstanding balance of debtors which is due to delay in payment. The ultimate collection of the amount is certain and the management is of the opinion that the same would be realized in near future.

COST AUDITOR

The Board has appointed M/s S.C. Mohanty & Associates, Cost Accountants, for conducting the audit of cost records of the Company for the Financial year 2014-15.

The Company has submitted the Cost Audit Report for the year 2013-14 duly certified by a Cost Accountant to the Central Government on 3rd April, 2015.

SECRETARIAL AUDITOR

The Board has appointed Brajesh R. Agrawal, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure-D to this Report.

SECRETARIAL AUDITORS' OBSERVATIONS

With reference to the Qualification/Observation of the Auditor in Audit Report, Management reply is given below:

Point No. 1 regarding non re-submission of Form MGT-14 for registration of Altered Articles which was marked for re-submission:

Management's Reply:

Due to Clerical error the Company was not able to re-submit the form MGT-14, in order to resolve the Company will go for Compounding.

Point No. 2 (a) regarding delay in intimation to the Stock Exchange for Change in Statutory Auditor under Clause 30 of Listing Agreement:

Management's Reply:

Company had intimated about Change in Statutory Auditor to Bombay Stock Exchange timely through Outcomes, Notice of AGM, Annual Report for the year 2013-14 but it was not updated on BSE's website.

Point No. 2 (b) regarding delay in submission of Shareholding Pattern for the quarter ended 31st December, 2014 under Clause 35 of Listing Agreement:

Management's Reply:

Due to some unavoidable circumstances, late submission of disclosures by promoters to the Company, Company was unable to submit the Shareholding Pattern for the quarter ended 31st December, 2014 within due time thus penalty of Rs 7865/- was imposed by the Stock Exchange which is duly paid to the Stock Exchange.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-A and forms part of this report.

22. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return pursuant to section 92(3) of the Companies Act, 2013 for the financial year 2014-15 is annexed hereto marked as Annexure E and forms part of this report.

23. PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at BSE Limited, P.J.Towers, Dalal Street, Mumbai and the Company has paid listing fee upto 31st March, 2016 in respect of above stock exchange.

24. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

By Order of the Board

Place: Raipur Rajesh Agrawal

Date: 30th May, 2015 Managing Director


Mar 31, 2014

Dear Members,

Tour Directors llavtr pleasure in presenting Uic 26r Annual Rupert of yiur Company together With the ria lament Of Audited Accounts For 1he year ended 31 March. 2014.

1, FINAN CIAL HIGHLFGHTS

( Rs In Lacs)

Particulars 2013-14 2012-13

Sales 33007.28 35307.42

EBIDTA 1511.44 295.99

Profit Before Taw 441.24 289.27

Prevision for Income Tax 137.54 77.14

Ca-faneo Tax Provision 7.00 30.43

Profit After Tax 296.71 181.70

Approptialions:

Amount transferred to General Reserve 59.34 36.34

Amount transferred to Redemption Reserve 509.00 509.00

Add: Brought forward Profit {Losses] 2387.55 2751.10

Profit (loss) carried over to Balancee Sheet 2115.91 2387.55

2. OPERATIONS

Amid sn(|0ish megroaconomk situation rind wnnh business send menu, combined by tower GDP growth rate of 4.6% and depredating Incian rupee with h.gh volatility, the year 2013-2014 proved Is bo a challenging year.

During lhis year your Company has ach eved a turnover of 7 33007.26 lacs as against 7 38307.42 lacs mhe previous year. The EBIDTAslandsat? 1511.44 lacs as compared 1o 7 1295.99 tecs hi me previous year registering an Increase of 16,62%, Your Company posted Prclil before Tax of * 44i.?4 lacs as against V 289,£7 lacs in (he previa year registerirtg an increase el 52.54%. And Profit after tax if ? 296.71 iacS ay against ? 161 70 IMS in the previous year reyi&lcriny So increase to 153.30%

YOur Company has always emphasized on achieving operational excellence and continue s to foevs on cvatomergatfgliaciofi and delighl Backed by sirong fundamentals and robust pis ns, yau r Comps ny is fully prepared to face current challenges and be nefit from expected medium and lonylarmy rowthm Indian economy.

3. DIVIDEND

The Directors of your Company do net recommend any dividend for the financial year ended 31w March. 2014 in order to plough back, the resources for future growth.

4. DIRECTORS' RESPON SIBILITY STATE hi ENTT

In compliance with Section 217(2AA) of Lhe Companies Ad, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that:

A. The Applicable Accounting Btancards have been followed it the preparation of Annual Accounts.

B That the accounting polities have beon Selected and -applied consistently and the l.jdcjnonts sml estimates made nre reasonable and prudent so 93 to g v*js true and fair view of ihc stale otaffalrsoftoe Company as on aT'Manch, 2D14

C. That proper and sufficient cane has been taken tor mairrtana "ice or adequate accounting records in accordance with 1he provisions of the Com pan es Ad. t956 and Companies Act. 2013 to the extern appl cable, for sa'eguarding the assets of the Company and for provgr:lir>g anti detecting fraud Snd Other integu 'ariiieS

D. That the Annual Accounts have been prepare J on a going Concern basis.

5, CORPORATE GOVERNANCE

The Company has always strived to maintain applicable sUmdards of good corporate governance and the eemmltmenl to good corporate governance is embodied in its vision, mission and corporate values. Incompliance with the requ rements of Clause 49 of the Usling Agreement, a separate Resort on Corporate Governance along with the Secretarial Auditor Certificate on Us compliance fprms an integral part pi ihis Report, Further, as required under Clause 49 of the Listing Agreemerrt a Management Discussior and Analysis Report is appended 1o the Annual Report..

6, DIRECTORS

During the Year Mrs. Gulak Bai Agrawal, Executive Director of the Company has resigned from the Board w.e.f 291 November, 2013. The Board piaoes on record its sincere appreciation of wise cou nsel and valuable guidance pro vided by Mrs. Gula a By Agrgwal dun ng her ten ure on (he Board and Mr, praveer Kumar Dey has been appointee to the Board as an Additional Executive Director or the company w.e,i. 29" November, 2019,

In accordance wi1h 1he provisions of Ihe Companies Ad. 19SE and toe Company's Artictes of Association, Mr. Manish Kumar Agrawal and Mr. Atul Garg. D rectors of the Company will noli re by rututicn at the ensuing Annual General Meeting and being eligible. i?fler themselves tor reappointment

Mr, Niraj Kansai, Mr. Manish Kumar Agmwai anti Mr. Atui Gary vtop are independent Directors have filed require declarations vn1h the- Company as per section 149 (7) of the Act to Ihe effect 1hat they meet 1he enteria of indeoendence as specified in sectior. M916) pf the Apt, AecorflingCy, requite ^solutions are being propc^ed to be passed at the forth coming Annual General Meeting to appoint them as Independent Diredors for a term of 5 years as provided unoer section 149110) aMheAct.

Furiitor Mr RLirrisnanO Agarawal, Chairman has resigned trom the Board w.e. I 13" June,. 2Ql4 and Mn, Refcha Agrawal has been appointed in tne Board ,v:, an Additions Executive Director of tho Company w.a.f. ig* June, 2Di4.

7, AUDITORS

Mrs Batra Deupok 6 Assocatos, Chartered Accountants. (Fit- Registaavon No. MS408C) Statutory Auditors of the Company, holds office unit the conclusion of the ensuing Annual General Meeting have expressed their un wiling ness 'or re- appyiiUntenl as Statutory Auditors suite ensuing Annual Geriwal Mectiny.

Your directors recommend IftO appointment of Ws R.H. Singiiama 6 Associates, Chartered Accounlgnts {Firm Regislration Mg. 0044 3SC> aa Statutory Auditors of (he Company, subject tD approval of the members ad. the ensuing Annual General Meeting. The Company has deceived leltor from MYs R K. Sing nan a 4. Associates, Chartered Accounlanfe, 10 theeftoctthaltiielrappoliKtmort, Ifmado, would be wftftn the prescribed limits undersechon 141 ehheComparies Act, 2.013 and that 1hey are no1 disqualified for such appo ntment.

The necessary resolution seek, ng your aoprwal for appointment of SLalulory Auditor Has been incorporated in the Notice convening the Annual General Mooting

8. AUDITORS' 0BSERVATIONs

with references to the GoaiitetiorVObserv<eri of 1ho Auditor in Audil Report, Management reply is given below:

a. Pl>; nt Mu. 1 of Basis for qualified opinion dealing with Electricity Duly Exemption:

Management Reply:

The Company 15 eligible far ftfactneily duty subsidy u.nrief the industrial Policy of the Stale of Chhatlisgern In thia regard the Company has fi ad an a oplicalion to the CGM OIC which is progressed and preseri lly pending before Commissioner of Indusines for Its approval and its order is expected to he issued soon, Therefore there Is a reasonable cerla nty regarding ultimate collection of the same. So Company has necogr ized it in books of accou nl in accordance with nccounti ng s1a nda rds.

b. Point No. 2 of Basis for qualified opinion dee ing with Financial Fraud Managements Reply:

The Company has lodged the FIR with Police department and Com oany is making its bvSLoHorlS to recover the amount of Rs. 114.51 laos. Tile Company is eerlain 1or recoverability of tne said amount very soon. So the trealment is n accordance w,1h accounting standards.

c. Point Ho. 1(a) of Annexure 1o Independent Auditor's Report dealing w.lh maintenance of records of Fixed Assets:

Management's Reply:

Company has maintained ils fixed assets record in excel format which is properly Updated showing quantitative detail and situation oi fixed assets, antf identification marks on assets are du ly placed

d. Point No. 1(b) of Annexure to Independent Auditor's Repo.1 dea mg wllh Phygica Ve riFcation of Fixed Assets:

Management's Reply:

II is Company's Policy to physically verify the D?d Fixed Assets at fhe interna'. of every two year 3rd only addition during lhe year is verified in tha1 particular year. Since Company has physicn'ly verified its fiired assets (faring financial year 2012-13 riow naxt verification will he done in 2014-15. Company has physically verified any addilion 1o the fined assets during the yea r 2013-1 A.

a-. Point No. 2(a) of Arnexure to independent Audi1o/s Report dealing wilh Physical VOnFitalton or Inventories:

Management Reply

11 is Company's Policy to physically verify tho Inventories every year and rtiMr-epn tides noled dun ng physical verification has been accounted ter n the books of accounts of 1he Company.

f. Point No. 3(a) of Annexure to tncependent And hot's Report coal ng wilh Loan granted by Lho Company to Fady covered under Section 301 of Companies Act, 1956:

Management's Reply

Company has a'lotled shares to Associate against Share Application Moray of T 10(50 Lacs after the Auditor's Report.

g. Point No. 3(c) of Annexure lo Independent Auditor's Report dealing wilh terms and conditions of Loan taken from Party covered under Section 301 or companies Act, 1956:

Management's Reply.

Such loans are repayable on demand, thus mere is no overdue a mourn. Presently such loan taken are interest free thus are pnmafac e not pre.iud'dal to Ihe interest of the Company.

h. Point No. 5(b) of Anncxurc to Inoepondont Auditory Report deal-ng wfh Iransaction in pursuance of ContracU'Agreemem emeved m tho Register maintained under section 301 oflheCoropan.esAct. 1956 are reasonable or not:

Managements Reply:

The transaction m pursuance of CorUracIsfAgreements, entered in 1he Register maintained under sedion 301 of the Companies Ac1. 195(5 aggregating during the year to 7 5 lacs or more in reaped of any party in ihe said financial year are made at prevailing market price at Ihv relevant lime. Statutory Auditor has been provided fll the relevant documents lo venfy such transactions.

I. Point No, s of Annexure lo independent Auditors Report dealing wilh Company's Cosi Accounting Records Ru :es 2011:

Management's Reply:

The Point is self ex placatory -Cost Audil of such reoom is m progress and report will he received in due course.

j. Point No. 21 ofAnr.exure to Independent Auditor's Repod dealing wilh Fraud:

Managements Reply:

The point is self explanatory. The Company has lodged the FIR with Police department and Company is making i1s best efforts to recover the amount of Rs 114.51 lacs.

9. LISTING OF SECURITIES

The Company's Equ 1y Shares a rg L-sted-on The ESE Limited fBSE).Tlhg Company has paid tho applicable listing HMSfOilheFiltinclal Year 2C14-2015 to BSE.

10. DEMAT OF SECURITIES

Nearly 93.2196- oF LoLal Equity Share GiipilaF is held in dgmateriulzod fern with NSDL/CDS-L

11. FIXED DEPOSITS

The Company has not accepted any food deposits during me year fo which Ihe

previsions of Section £2 Aof Com par;ea Act, 1956 and Section 73 of 1he Companies Act, 2013 are applicable.

12. INSURANCE

All the insurable interests oF your Company including inventories, buildings, plant and machinery and liabilities under legislate enactments are adequately insured.

13. CREDIT RATING

ICFRA has assigned BED4- rating to the Company Whidl ndieateS the level of Stable outlook under Bank Loan Rallry,

14. SUBSIDIARY

Your Company has no subsidiary.

15. INVESTOR SERVICES

Mrs. JaswjiKier Our Mission Compliance Officer oMhe Company and the Registrar Mis System Support Services are looking after 1he physical as well as Demat werk ard also shareholders correspond cnce, endeavored their best to service the hve&Lors solisraclorily.

16. STATUTORY COMPLIANCE

The Cumpvny has complied with Itiy various provisions cF the Companies Act- 195-6, Companies Act. 20l3,lhe$E&l RegtriflfWB and previsions eflhe Listing Agreement

17. COST AUDIT

Company have submitted the Cost Audit Report ter the year 2012-13 duiyceriliieddy aCoslAcceuntant to Central Government on V April, 2014. Wt 5.C. Mohanty & Associates, Cost Accountants, were appcir.ted w.1li [he approval of the Centra Gcvemman; 1o carry out the cost audil in respect of 1he Company for the financial year 2013-14. Based oh the netommendation of Ifie Audil Committee. M/S 5.C. MoFianty & Associates, Coal Accountants being efigible have also teen appointee nylhe Board as The Cost Al diters For 1he financial yea r 2014-16.

18. SECRETARIAL AUDITOR

Pursue nt to provision of section 204 of the Companie 5 Act 2013 re ad with rule no 9 of the Companies (Appoirlmentand Remuneration oF Managerial Personnel) Rules 2014 M/s &reje$h R Agrawai. Company Secretaries were appointed as Secretarial Auditor for conducting a Secretarial Ar-ditofthe Company for the financial year 2014-15

19. CORPORATE SOCIAL RESPONIBILITY (CSSR)

The Companies Act. 2013, as intrccuced, vide Section 135, provides for specific provision Tur Spending on Corporate Social Responsibility. It stipulates expenditure oF £% of the average profit of pa&1three years on CSR activities. The Act farther requires Ihe Board Report la- give a no1e on such activities and in 1he event of shortfall from the specified quantum, the reasons for the same lo be explained therein Tfie Company is commuted io the fuiflliouent of Its social responsibility m society in general and these living in ihe vicinity af its facilities n particular. It regards this as a thrust activity area. Board of Directors in accordance wilh Section 135 of the Companies Act, 2013 road with Companies (Corporate Social Responsibility Policy) Rules, 2Q14, has constituted Corporate Social Responsib- lity Committee (CSR Committee; It consists of the '?Hawing Direelors:

Name Designation

Mr. Rajesh Agrawal Chairman

Mr. Niraj Kansal Member

Mr. Manish Kumar Agrawal Member

Terms of Reference :

* Recomme nd to the Board, a Corporate Socal Reaponsibi ity Policy ofthe Compa ny, including the activities bo be undertaken by Ihe Company in conformity with Schedule Vlipfthe Companies AC1.2Q13and the Rules thereof,

* Recommend the |mount of expenditure 1» ho Incurred on CSR activities on an annual basis, and

* Monitor the CSR policy ofthe Compa ny from time to time.

20. DISCLOSURE OF PARTICULARS

As required by the Companies {Disclosure of Particulars in the Report of Board of Dinedors) Rules, 1SNJ0. Ihe relevant information is given hereunder:

* CONSERVATION OF ENERGY

The Manufacturing unit of the Company has been established with Ihe latest available technology and contnues to be well maintained. The Company is continuously gtvmg emphasis on economic usage of energy. The required doiaiis are given in Form 'A'annexed herewith

* ABSORPTION OF TECHNOLOGY

The technology in vogue is fully indigenous and the Company is able tofu ly use the technologies aval able. The Company is always on lookout Ha develop technologies to ensure still belter quality a red further improvement and efficiency No specific expenditure was inctirred on Research A Development activities and therefore disclosure is rot considered necessary.

* FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : For Import of Consumable Slates - 5 15,036

21. PARTICULARS Of EMPLOYEES

The Company has no employee who was in the employment of the Company ihnougSioul Uic financial year under review and was in ol remuneration of not less Shim T 50.00.000 per ann urn during the financial year ended 31u March. 2014 or rwt less lhar ^ 5,00,000 par month during any pad of lhe aa:d year.

22. personnel, industrial relations and marketing

People ere considered 1p he one of most valuable resource's and the Company recognizes 1hat working environment motivate employees 1o be productive and innovative. Your Company lock variousrnitiatives for human resource dcwiloprncntanc bar. maintained h.f:n!thy and himwntous mdnatna retatione at an location^, Qur employees form the backbone, a solia foundation of our organization Industrial relations have remained harmonious throughouttho year

23. ENVIRONM ENT AND SOCIAL OB LIGATION

The Company's plant com alias with all norms set up for clean and better environment by the com potent authorises. The Company untiertakes regular checks ( inspections including cert fixation for the maintenance' of lhe environment. The Company values environmental protection and safely as the major consideralions in its Functioning The Company tias adequate arrangements to prevent pollution. The Company is conhnutijaly endeavor ng to improve the health and quality of life in the oommunrliaa surrounding 4s industrial complex

24. INTERNAL COM PLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child tobourf tcrced laborin' involuntary labour and discriminatory employment during the year

25. WHISTLE BLOWER POLICY AN O VIGIL MECHANISM

Ytiur Company recognises the value et transparency and accountability in its administrative an.d management practices. The Company promotes the ethical be navior in all its business activities. The Company has adopted the Whistle blower Policy and vigil Mochantim In view to provide a mechanism forme directors and employees of lhe Company to approach Audit Committee of the Company to report ex stmc/prnbahle violations oflaws, rules, regulations or unethical conduct.

26. ACKNOWLEDGEMENT

Your Directors wish to place an record their appreciation for the whole headed and sincere cooperation Iho Company has received from its Customers, Shareholders, vendors, hankers, business associates, h^ulatoiyandgditfrimeirt authorities tor their continued support

for and on behalf of the Board of Directors

Place: Raipur Date : 25th August. L2014 Rajesh Agrawal Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report of your Company together with the audited accounts for the financial year ended 31stMarch,2011.

(Rs. In Lacs) (Rs. in lacs) Particulars 2010-11 2009-10

Sales 63480.02 42550.05

Profit Before Tax1 572.94 1336.16

Taxes and Deferred Tax Adjustment 459.17 250.17

Profit After tax 1113.77 1085.99

Appropriations:

Proposed dividend 0 263.85

Tax on dividend 0 44.84

Amount transferred to General Reserve 222.75 217.20

Amount transferred to Redemption 539.67 365.79 Reserve

Add: Brought forward profit (losses) 2314.74 2120.43

Profit (Loss) carried over to balance 2666.08 2314.74 Sheet

2. PERFORMANCE

During the Year under review the production of steel structural including conversion production increased from the level of 1.79 lacs MT to 2.10 lacs MT. The production of Blooms and Billets increased from 1.04 lacs MT to 1.12 lacs MT. The aggregate sales volume of steel structural was increased from the level of 1.32 lacs MT last year to 1.77 lacs MT in the current year. Profit aftertax stood at Rs. 1113.77 lacs as compared to Rs. 1085.99 lacs after providing for depreciation Rs. 731.82 lacs as compared to Rs.865.20 lacs and tax Rs. 357.97 lacs as compared to Rs. 243.03 lacs. The EBIDTA has increased from Rs. 2801.09 lacs to Rs. 2919.62 lacs, and Profit before tax has increased from Rs. 1336.16 Lacs to Rs. 1572.94 Lacs. The gross turnover of the Company stood at Rs.634.80 crores as against Rs.425.50 crores in last financial year registering a growth of 49%. However its impact is not reflecting in Profits because of increase in costs of raw materials.

In view of the above, as a whole your Company has performed well. Your Directors are very much confident that the progress would continue in coming years as well.

3. REDEMPTION OF PREFERENCE SHARES

During the year, your Company has redeemed 10,00,000 Preference Shares and consequently related share capital has been reduced.

4. DIVIDEND

The Company is planning to increase its operations by adding further capacities through Greenfield, Brownfield projects as well as acquisitions. A detailed plan is under preparation however any such Mega Plan requires significant investment. The Company is planning to complete expansion in next three years. It is therefore very much necessary that the financial resources available with the company be kept intact. The expansion of activities will bring further growth to the company's operations and all stakeholders are expected to be immensely benefitted from such growth.

In view of the above, your directors have taken a well thought prudent decision not to propose any dividend, for the year under review.

5. TRANSFER TO RESERVE

The Company has transferred Rs. 222.75 lacs to the General Reserve and Rs. 539.67 lacs to Capital Redemption Reserve for the redemption of preference shares out of the amount available for appropriation and an amount of Rs. 2666.08 Lacs is retained in the Profit and Loss Account.

6. INFORMATION ON THE STATUS OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance etc is given in the Management Discussion and Analysis Report.

7. CREDIT RATING

CRISIL has assigned BBB rating to the Company which indicates the level of Stable outlook under Bank Loan Rating.

8. PUBLIC DEPOSIT

Your Company did not accept public deposits during the year under review.

9. SUBSIDIARY

Your Company has no subsidiary.

10. CORPORATE SOCIAL RESPONSBILITY

Mahamaya Steel Industries Limited has over the past many years made a conscious effort to incorporate sustainability principles in its approach to Business.

Corporate Sustainability is about sustainability of Profits, Planet and People. It is about value creation that provides lasting and enduring benefits leading to the enhancement of human, social, natural, economic and financial capital.

Our initiatives has always supported Social cause like for running of Schools, Social community center, Environment protection. During the year under review your Company has done plantation in different areas. This is expected to enhance the beauty of earth and to reduce the pollution.

During the year Company had also participated in the Incorporation of Mahamaya Charitable Foundation whose main object is to promote and to aid and assist medical, educational, housing facility and to give food and clothing for the poor, needy, handicapped and senior citizens and to afford relief to people in distress and affected by earthquake, flood, famine, pestilence and other accidents and conduct or grant help for the support of the inmates of orphanages.

All these initiatives create a socially and ethically responsible business entity and helps in long term sustainability thus ensuring value growth for all our various stakeholders.

11. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed as Annexure A

12. STOCK EXCHANGE

It gives us immense pleasure to inform you after a long period of 12 years your Company's Shares have been admitted for trading in Bombay Stock Exchange after revocation of suspension on 23"* February, 2011, further the Shares of the Company has been admitted to both the depositories i.e National Securities Depository Limited & Central Depository Services (India) Ltd.

The annual listing fees for the year 2011-12 has been paid. The Company is in process of complying with de-listing formalities with other Stock Exchanges.(Madhya Pradesh, Jaipur, Kolkata & Hyderabad Stock Exchange).

13. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given hereunder:

- CONSERVATION OF ENERGY

The Manufacturing unit of the Company has been established with the latest available technology and continues to be well maintained. The Company is continuously giving emphasis on economic usage of energy. The required details are given in Form A' annexed herewith.

- ABSORPTION OF TECHNOLOGY

The technology in vogue is fully indigenous and the Company is able to fully use the technologies available. The Company is always on lookout to develop technologies to ensure still better quality and further improvement and efficiency. No specific expenditure was incurred on Research & Development activities and therefore disclosure is not considered necessary.

- FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning: During the year under review material was also sold in Nepal, but the sale was under rupee trade hence separate disclosure is not required.

Foreign Exchange Outgo: For Import of Consumable Stores- $ 142675.

14. DIRECTOR'S RESONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Financial statements are prepared in accordance with the accounting standards issued by the Institute of Charetered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to us. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied. The estimates and judgements related to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs and profits for the year.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

15. CORPORATE GOVERNANCE

Corporate Governance for the Company means achieving high level of accountability, efficiency, responsibility and fairness in all areas of operations. Our work force is committed towards the protection of the interest of the stakeholders including shareholders, creditors, investors, customers, employees etc. Our policies consistently undergo improvements keeping in mind our goal i.e maximization of values of all the stakeholders. The Corporate Governance Practices followed by the Company are given in the Annual Report. A certificate from M/s Batra Deepak & Associates, Statutory Auditors of the Company regarding compliances of conditions of Corporate Governance stipulated by Stock Exchange is enclosed with the "Report On Corporate Govenance."

16. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv)of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

17. DIRECTORS

As per Article 95 of the Articles of Association Mr. D.K. Porwal and Mr. Neeraj Kansal retire by rotation in the forthcoming Annual General Meeting both of them being eligible, seek re- appointment.

18. AUDITORS

M/s Batra Deepak & Associates, Chartered Accountants, Raipur were appointed as Statutory Auditor of your Company from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Being eligible they offer themselves for re- appointment as auditors of your Company.

The Board proposes the re-appointment of M/s Batra Deepak & Associates, Chartered Accountants, Raipur as Statutory Auditor of your Company based on the recommendation of the Audit Committee, to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General meeting.

19. INDUSTRIAL RELATIONS

The industrial relations continue to be peaceful and cordial. The performance of the Company during the year is the result of concerted effort of the manpower. The Company has treated its employees as the pillars of its success. There is a constant Endeavour to translate the hard work of the employees to performance. Consistent efforts and initiatives have been taken to train and upgrade the employees to make them multi-skilled, to establish cross-functional team based working and employee empowerment.

Acknowledgements

We thank our customers, vendors, investors, bankers Central and State Governments for their continued support during the year. We placed on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

FOR AND ON BEHALF OF THE BOARD

For, MAHAMAYA STEEL INDUSTRIES LIMITED

RAMANAND AGRAWAL

CHAIRMAN

Place: Raipur Date : 28th May, 2011


Mar 31, 2010

The Directors are delighted to present theirTwenty Second Annual Report on the business and operations ofyour Company along with the Aaudited Balance Sheet and Profit and Loss Account for the year ended on 31 st March, 2010.



1. FINANCIAL HIGHLIGHTS (Rs. in lacs)

Particulars 2009-10 2008-09

Sales 42550.05 41752.87

Profit Before Tax1 336.16 1329.26

Taxes and Deferred Tax Adjustment 250.17 595.13

Profit After tax 1085.99 734.13

Appropriations:

Proposed dividend 263.85 67.85

Tax on dividend 44.84 11.53

Amount transferred to General Reserve 217.20 146.83

Amount transferred to Redemption Reserve 365.79 301.23

Add: Brought forward profit (losses) 2120.43 1913.74

Add: Provision of Dividend written back 0 0

Profit (Loss) carried over to balance shee 2314.74 2120.43

2. PERFORMANCE





During the year under review the Steel Industry of India emerged as the 5th Largest Producer of the steel in the World. However, the industry faced higher volatility in price and there was a sharp reduction in sale prices across the entire Steel Industry. Your company started its second steel structural mill in last year. As a result of increase in the installed capacity your company could get more clients. The production of steel structural including conversion production increase from the level of 1.30 lac MT to 1.79 lacs MT. The production of Blooms and Billets increased from 58201 MT to 104067 MT effective capacity utilization has also increased. The aggregate sales volume of steel structural was increased from the level of 92165 MT last year to 132206 MT in the current year. The conversion sales increase from 30688 MT to 40754 MT. However, the impact of increase in production and sales in quantity terms is not reflected in absolute terms because of reduction in sale price. The gross turnover of the Company stood at Rs.425.50 crores as against Rs.417.52 crores in last financial year.

3. PROFIT:

Profit after tax stood at Rs. 1085.91 lacs as compared to Rs. 734.13 lacs after providing for depreciation

Rs. 866.16 lacs as compared to Rs.328.25 lacs and tax Rs. 242.86 lacs as compared to Rs. 139.76 lacs. The EBIDTA has increased from Rs. 2229.42 lacs to Rs. 2801.08 lacs registering a growth of 25.64 % and Profit before tax has increased from Rs.1329.26 Lacs to Rs. 1336.16 Lacs thereby maintaining the last years level.

In view of the above, as a whole your Company has performed very well on all fronts. Your Directors are very much confident that the progress would continue in coming years as well.

4. ISSUANCE OF PREFERENCE SHARES

During the year under review, your Company allotted 1,00,00,000 8% Redeemable Non-Convertible Non- Cumulative Preference Shares of Rs. 10/- each on the basis of approvals given by Shareholders in the last AGM.

5. REDEMPTION OF PREFERENCE SHARES

During the year, your Company has redeemed 1,000,000 Preference Shares and consequently related share capital has been reduced..

6. DIVIDEND

Your Directors recommend a dividend of Re. 0.50 per share on 1,35,70,400 Equity shares of the face value of Rs. 10/- each, aggregating Rs.67.85 Lacs for the year ended 31 st March,2010.

The Register of Members and the share transfer books will remain closed from 20th September, 2010 to 28th September, 2010 both days inclusive. The Annual General Meeting of the Company is scheduled to be held on 28th September, 2010.

As on 1st April 2010, 2.20 Crore shares were outstanding. Further 8% Redeemable Non-Convertible Non Cumulative Preference Shares were allotted on 5th Jan, 2010, As per issue terms the dividend on Preference Shares, is declared on pro-rata basis from the date of allotment till the end of the first financial year So the directors recommended 8% dividend on prorate basis aggregating Rs. 196.00 Lacs.

7. TRANSFER TO RESERVE

The Company has transferred Rs. 217.20 lacs to the General Reserve and Rs. 365.79 lacs to Capital Redemption Reserve for the redemption of preference shares out of the amount available for appropriation and an amount of Rs. 2314.74 Lacs is retained in the Profit and Loss Account.

8. INFORMATION ON THE STATUS OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance etc is given in the Management Discussion and Analysis Report.

9. CREDIT RATING

CRISIL has assigned BBB+ rating to the Company which indicates the level of Stable outlook under Bank Loan Rating.

10.PUBLIC DEPOSIT

Your Company did not accept public deposits during the year under review.

11. SUBSIDIARY

Your Company has no subsidiary.

12.CORPORATE SOCIAL RESPONSBILITY

In line with its commitment of contributing towards Corporate Social responsibility initiatives on a yearly basis your Company has always supported Social cause like for running of Schools, Social community center, Environment protection. During the year under review your Company has done plantation in different areas. This is expected to enhance the beauty of earth and to reduce the pollution.

13. MANAGEMENT DISCUSSIONS ANALYSIS

Management Discussion and Analysis Report, as required underthe Listing Agreement with Stock Exchanges, is enclosed as Annexure A

14. STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange. The annual listing fees for the year 2010-11 has been paid only to Bombay Stock Exchange as the Company is in process of complying with de-listing formalities with other Stock Exchanges.(Madhya Pradesh, Jaipur, Kolkata & Hyderabad Stock Exchange). We are glad to inform you all that your Company got the listing permission for additional 90,54,600 shares. Your Company is in the process of submitting documents for getting trading permission for 13570400 Shares, and simultaneously applying for the ISIN Number from NSDL andCDSL.

15.DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given hereunder:

- CONSERVATION OF ENERGY

The Manufacturing unit of the Company has been established with the latest available technology and continues to be well maintained. The Company is continuously giving emphasis on economic usage of energy. The required details are given in Form A annexed herewith.

- ABSORPTION OF TECHNOLOGY

The technology in vogue is fully indigenous and the Company is able to fully use the technologies available. The Company is always on lookout to develop technologies to ensure still better quality and further improvement and efficiency. No specific expenditure was incurred on Research & Development activities and therefore disclosure is not considered necessary.

- FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning: During the year under review material was also sold in Nepal, but the sale was under rupee trade hence separate disclosure is not required.

Foreign Exchange Outgo: For Import of Consumable Stores - $44240.

16. DIRECTORS RESONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended March 31,2010;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts for the year ended March 31,2010 on a going concern basis.

17.CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

A separate section on Corporate Governance together with a certificate from your Companys Statutory Auditors forms a part of this Annual Report.

18.PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

19.DIRECTORS

Mr. Manish Kumar Agrawal was appointed as an Additional Director with effect from 30th January, 2010 to hold office till the conclusion of the ensuing Annual General Meeting. Notice pursuant to Section 257 of the Act has been received from a Member proposing Mr. Manish Kumar Agrawal for appointment as Director of your Company.

Mr. Atul Garg was appointed as an Additional Director with effect from 30th January, 2010 to hold office till the conclusion of the ensuing Annual General Meeting. Notice pursuant to Section 257 of the Act has been received from a Member proposing Mr. Atul Garg for appointment as Director of your Company.

Mr. Gitesh Agrawal, Mrs. Gulab bai Agrawal retire from office by rotation and being eligible, offer themselves for reappointment.

The Board recommends the above appointments. Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting together with a brief resume of the Directors being appointed / reappointed.

20.AUDITORS

M/s Batra Deepak &Associates, Chartered Accountants, Raipurwere appointed as Statutory Auditor of your Company from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Being eligible they offer themselves for re-appointment as auditors of your Company.

The Board proposes the re-appointment of M/s Batra Deepak & Associates, Chartered Accountants, Raipur as Statutory Auditor of your Company based on the recommendation of the Audit Committee, to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General meeting

21.INDUSTRIAL RELATIONS

The industrial relations continue to be peaceful and cordial. The performance of the Company during the year is the result of concerted effort of the manpower. The Company has treated its employees as

the pillars of its success. There is a constant Endeavour to translate the hard work of the employees to performance. Consistent efforts and initiatives have been taken to train and upgrade the employees to make them multi-skilled, to establish cross-functional team based working and employee empowerment.

22.APPRECIATION

Your directors wish to take this opportunity to express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co- operation and support and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Companys performance. We applaud them for their superior levels of competence, dedication and commitment to your company.



BY ORDERS OF THE BOARD

For, MAHAMAYA STEEL INDUSTRIES LIMITED

Sd/-

RAMANAND AGRAWAL

CHAIRMAN

Place: Raipur

Date: 10th August, 2010

 
Subscribe now to get personal finance updates in your inbox!