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Directors Report of Maharashtra Seamless Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 26th Annual Report along with Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Crore) Year Ended Year Ended

31.03.2014 31.03.2013

Revenue from Operations 1205.17 1722.02 Depreciation 36.95 36.53 Profit Before Tax 111.36 197.74 Provision for Taxation * Current/Earlier years 23.04 37.57 * MAT Credit (11.37) (4.25) * Deferred 2.58 11.10

Profit after Tax & adjustments 97.11 153.32 Balance brought forward

from previous year 161.48 107.67 Profit available for

appropriations 258.59 260.99

Appropriations: Proposed Dividend 39.84 42.32 Dividend Distribution Tax 6.77 7.19 Transfer to General Reserve 20.00 50.00 Transfer to Capital Redemption Reserve 1.13 - Balance carried to Balance Sheet 190.85 161.48 258.59 260.99

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120 %) per equity share of Rs. 5/- each for the year ended 31st March, 2014.

RESULTS OF OPERATIONS

Revenue from Operations during the year was Rs. 1205.17 Crore against Rs. 1722.02 Crore in the previous year. Profit before tax for the year was Rs. 111.36 Crore as against Rs. 197.74 Crore in the previous year. Profit after tax and adjustments for the year was Rs. 97.11 Crore as against Rs. 153.32 Crore in the previous year.

The operations, during the year were adversely affected due to surge in imports at lower prices from other countries consequently affecting domestic market and restricting utilisation of capacity. General slowdown of industry and negative growth in capital goods sector also affected general business environment. Taking cognizance of the representations made by industry for imposition of safeguard duty on import of cheap seamless pipes into the country, Directorate General of Safeguards had recommended imposition of safeguard duty on such imports. Your Directors are pleased to state that the Government has accepted these recommendations and imposed safeguard duty of 20% on such imports. This would provide level playing field to your Company by restricting dumping from foreign suppliers.

Further, general slowdown of Industry and negative growth in capital goods sector also affected general business environment.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

Your Company had three wholly owned subsidiaries, as on 31st March, 2014, namely Maharashtra Seamless (Singapore) Pte. Ltd., Singapore, Maharashtra Seamless Finance Ltd. and Discovery Oil & Mines Pte. Ltd., Singapore.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual accounts of the Subsidiary Companies and the related detailed information to any member of the Company on requisition. The Annual accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of the Subsidiary Companies.

During the current year, a subsidary of the Company has aquired 20 percent stake in an Iron ore mine in Amapa, Brazil with estimated reserves of more than 250 million tons.

DIRECTORS

As per provisions of the Companies Act, 2013, not less than two third of the Directors, other than Independent Directors would be liable to retire by rotation. In compliance of the said provisions , Shri S. P. Raj, Wholetime Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Dr. Roma Kumar was co-opted as an Additonal Director of the Company on 6th August, 2014. She holds office upto the date of the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the Board recommends appointment of Shri U. C. Agarwal, Shri Naresh Chand Jain, Shri Sanjeev Rungta and Shri P. N. Vijay as Independent Directors for a period of five years.

The Company has received notices under Section 160 of the Companies Act, 2013 along with deposit of requisite amount from members proposing the candidature of above Directors of the Company.

Items seeking your approval on the above are included in the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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; and

(iv) that the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

BUYBACK OF SHARES

The Board of Directors of the Company at its meeting held on 8th April, 2013 had approved the buyback of its equity shares of the face value of Rs. 5/- each from the open market through stock exchanges for an amount upto Rs. 100 crore, and at a price not exceeding Rs. 300/- per share, payable in cash. The Company commenced its scheme of buyback of shares from 14th May, 2013 and closed on 7th April, 2014. The Company has bought back total of 35,33,796 shares for Rs. 69.21 Crore at an average price of Rs. 195.85. All shares bought back have been extinguished. The paid up capital of the Company after buyback is Rs. 33,49,98,130/-

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri U. C. Agarwal, Chairman, Shri D. P. Jindal, Shri Sanjeev Rungta and Shri Naresh Chand Jain, as its other members. The Board of Directors of your Company has revised its terms of reference to be in conformity with the requirements of Section 177 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted the Corporate Social Responsibility Committee, comprising Shri. D. P. Jindal as the Chairman and Shri Naresh Chand Jain and Shri S. P. Raj as its other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

NOMINATION AND REMUNERATION COMMITTEE

Your Directors have constituted the Nomination and Remuneration Committee, comprising Shri. U. C. Agarwal as the Chairman and Shri Sanjeev Rungta and Shri Naresh Chand Jain, as its other members.

The said Committee has been entrusted to formulate the criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for the Directors, key managerial personnel and other employees, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal etc.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Directors have renamed the ''Shareholders''/Investors Grievance cum Share Transfer Committee'' as ''Stakeholders'' Relationship Committee'', with revised terms of reference in accordance with provisions of the Companies Act, 2013 and Clause 49 of the listing agreement.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors'' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th September, 2013 ( date of last Annual General Meeting) on the Company''s website (www.jindal.com) as also on the Ministry of Corporate Affairs'' website.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

COST AUDIT

In conformity with the directives of the Central Government, the Company has appointed R.J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2015.

FIXED DEPOSITS

The Company has not accepted any Public Deposits and as such, no amount either on account of Principal or Interest on Public Deposit was outstanding as on the date of the Balance Sheet.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on Behalf of the Board Place: Gurgaon D. P. JINDAL Dated: 14th August, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present the 25th Annual Report along with Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Crore)

Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 1722.02 2291.69

Depreciation 36.53 20.08

Profit Before Tax 197.74 442.58

Provision for Taxation

- Current/Earlier Years 37.57 117.28

- MAT Credit (4.25) -

- Deferred 11.10 14.56

Profit after Tax & Adjustments 153.32 310.73

Balance brought forward from previous year 107.67 96.12

Profit available for appropriations 260.99 406.85

Appropriations:

Proposed Dividend 42.32 42.32

Dividend Distribution Tax 7.19 6.86

Transfer to General Reserve 50.00 250.00

Balance carried to Balance Sheet 161.48 107.67

260.99 406.85

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- ( 120 %) per equity share of Rs. 5/- each for the year ended 31st March, 2013.

The proposed dividend including Dividend Distribution tax will absorb Rs. 49.51 Crore.

RESULTS OF OPERATIONS

Revenue from Operations during the year was Rs. 1722.02 Crore against Rs. 2291.69 Crore in the previous year. Profit before tax for the year was Rs. 197.74 Crore as against Rs. 442.58 Crore in the previous year. Profit after tax and adjustments for the year was Rs. 153.17 Crore as against Rs. 310.73 Crore in the previous year.

The operations, during the year were adversely affected due to voluminous imports at lower prices from other countries, which still continues unabated.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

Your Company, during the year under review had two wholly owned subsidiaries, namely Maharashtra Seamless (Singapore) Pte. Ltd., Singapore and Maharashtra Seamless Finance Ltd. Another wholly owned subsidiary namely, Discovery Oil & Mines Pte. Ltd., Singapore was established during the currunt year.

The minutes of the Board meetings as well as statements of all significant transactions of the subsidiary companies are placed before the Audit Committee/ Board of Directors for its review.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual accounts of the Subsidiary Companies and the related detailed information to any member of the Company on requisition. The Annual accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of the Subsidiary Companies.

DIRECTORS

Shri Sanjeev Rungta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri D. K. Parikh ceased to be the Director of the Company consequent to his sad demise on 28th November, 2012. The Board puts on the record its appreciation of the valuable contribution made by him during his tenure as Director of the Company.

The Board has appointed Shri Naresh Chand Jain and Shri P. N. Vijay as Additional Directors of the Company on 8th April, 2013. and 8th August 2013 respectively. They hold office upto the date of the ensuing Annual General Meeting. Notices pursuant to Section 257 of the Companies Act 1956 have been received proposing their appointment as Directors. Items seeking your approval on the above are included in the notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 2I7(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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; and

(iv) that the Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

BUY BACK OF SHARES

The Board of Directors at its meeting held on 8th April, 2013 had approved buy back of shares of the Company through open market purchase for an amount upto Rs.100 Crore at a maximum price of Rs. 300/- per share, which would positively affect Earning per share and Book Value of Company''s shares, therby enhancing shareholders value.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors'' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

COST AUDIT

In conformity with the directives of the Central Government, the Company has appointed R.J. Goel & Co. Cost Accountants as Cost Auditors under Section 233B of the Companies Act, 1956, for audit of cost accounts of the Company for the year ending 31st March, 2014.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on Behalf of the Board

Place : Gurgaon D.P. JINDAL

Dated : 8th, August, 2013 Chairman


Mar 31, 2012

To the Members,

The Directors are pleased to present the 24th Annual Report along with Audited Accounts of the Company for the year ended 31 st March 2012

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs.in Crore)

Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 2291.69 1761.27

Deprecation 20.08 18.49

Profit Before Tax 442.58 493.73

Provision for Taxation

- Current 117.27 149.52

- Deferred 14.57 1.40

Profit after Tax 310.74 342.81

Income Tax adjustments relating to earlier years/Wealth Tax 0.01 1.15 Profit after Tax & Adjustments 310.73 341.66

Balance brought forward from previous year 96.12 53.64 Profit available for appropriations 406.85 395.30 Appropriations:

Proposed Dividend 42.32 42.32

Dividend Distribution Tax 6.86 6.86

Transfer to General Reserve 250.00 250.00

Balance earned to Balance Sheet 107.67 96.12

406.85 395.30

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120%) per equity share of Rs. 5/- each for the year ended 31 st March, 2012.

The proposed dividend including Dividend Distribution tax will absorb 7 49.18 Crore

RESULTS OF OPERATIONS

Revenue from Operations during the year increased to Rs. 2291.69 Crore against Rs. 1761.27 Crore in the previous year showing a strong growth of 30%. Profit before tax for the year was Rs. 442.58 Crore as against Rs. 493.73 Crore in the previous year. Profit after tax and adjustments for the year was Rs. 310.73 Crore as against Rs. 341.66 Crore in the previous year.

EXPANSION

Your Directors are pleased to inform that its new state of the art manufacturing facility of 6" Seamless plant at Vile-Bhagad Industna Area, Near Mangaon (Maharashtra) has commenced operations during the year under review. The Company is using MPM Technology which would provide good quality higher productivity and yield. The added advantage of this mill is that besides manufacturing dril pipes, ,t would be able to manufacture high thickness as well as long length pipes. This will help the Company to broaden its product base in Oil & Gas, Boiler and Automobile segment.

The capacity of the plant is 200000 TPA and with this, total capacity to manufacture seamless pipes of the Company has increased to 550000 TPA.

With the commissioning of this facility your Company would be able to substantially improve its sales volume in coming years

OTHER PROJECTS

Your Company has also commissioned 5 MW (AC) Solar Power project on 6th January 2012. The project is located at Pokaran, District jaisalmer, Rajasthan.

The project was allotted under jawaharlal Nehru National Solar Nission (jNNSN) by NTPC Vidyut Vyapar Nigam Limited (NWN), the Nodal agency under Ministry of New and Renewable Energy (MNRE).

The plant is running succesfully and has acheived target level in short duration, which demonstrates the ability of your Company to execute projects efficiently

Your Company is intensively working on backward integration project to make steel billets. The Company is contemplating various options including Greenfield project and exploring opportunity for acquisition in order to expedite the process and reduce the lead time involved in Greenfield project.

Ministry of Coal, Govt of India, had allocated a Non Coking Coal Blockto the Company near Nagpur (Maharashtra) in a joint Venture Company named Gondkhar, Coal Mining Ltd., an important raw material to produce DRI required for Steel making. This would facilitate the proposed billet manufacturing operations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

Your Company has two wholly owned subsidiaries, namely Maharashtra Seamless (Singapore) Pte. Ltd., Singapore and Maharashtra Seamless Finance Ltd.

The minutes of the Board meetings as well as statements of all significant transactions of the Subsidiary Companies are placed before the Audit Commitee / Board of Directors for its review.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the sad circular The Company will make available the Annual accounts of the Subsidiary Companies and the related detailed information to any member of the Company on requisition. The Annual accounts of the Subsidiary Companies will also be kept open for inspection at the registerd office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of the Subsidiary Companies.

DIRECTORS

Shr, U. C Agarwal and Shr, D. K. Pankh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2012, the applicable accounting standards have been followed;

(ii) that the accounting polices selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken forthe 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 regularities; and

(iv) that the Annual Accounts for the year ended 31 st March, 2012 have been prepared on a going concern basis,

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors' Certificate regarding Compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Compan/s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annua General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on reappointment

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

COST AUDIT

In conformity with the directives of the Central Government, the Company has appointed R j. Goel & Co, Cost Accountants as Cost Auditors under Section 233 B of the Companies Act 1956, for audit of cost accounts for Steel Tubes & Pipes business forthe year ended 31 st March 2012.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

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

The information in accordance with the provisions of Section 2l7(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of Section 2l9(l)(b)(,v) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation forthe assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders..

Your Directors wish to place on record their deep sense of appreciation forthe devoted contribution made by the employees at a levels.

For and on behalf of the Board

Place : Gurgaon DP.JINDAL

Dated : 8th August, 2012 Chairman






Mar 31, 2011

To the Members.

The Directors are pleased to present the 23rd Annual Report along with Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The highlights of the financial results are as under

(Rs. in Crore)

Year ended Year ended

31.03.2011 31.03.2010

Gross Turnover 1887.41 1691.22

Deprecation 18.49 18.34

Profit Before Tax 493.73 431.10

Provision for Taxatior

- Current 149.52 145.80

- Deferred 1.40 0.70

Profit after Tax 342.81 284.60

Income Tax adjustments relating to earlier years/Weath Tax 1.15 0.01

Profit after Tax & Adjustments 341.66 284.59

Balance brought forward from previous year 53.64 43.40

Profit available for appropriations 395.30 327.99

Appropriations:

Proposed Dividend 42.32 42.32

Dividend Distribution Tax 6.86 7.03

Transfer to General Reserve 250.00 225.00

Balance earned to Balance Sheet 96.12 53.64

395.30 327.99

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120 %) per equity share of Rs. 5/- each for the year ended 31st March, 2011.

The proposed dividend including Dividend Distribution tax will absorb Rs. 49.18 Crores

RESULTS OF OPERATIONS

Total turnover of the Company during the year was Rs. 1887.41 Crore against Rs. 1691.22 Crore in the previous year. The profit before tax for the year was Rs. 493.73 Crore as against Rs. 43 1. 10 Crore in the previous year. The profit after tax and adjustments for the year was Rs. 341.66 Crore as against Rs. 284.59 Crore in the previous year.

The Company has primarily two segments - Steel Pipes & Tubes and Wind Power. Both segments contribute positively to the profitability of the Company. The contribution of Steel Pipes & Tubes Division is over 85 % of the total Profit before Tax. Wind Power Project of the Company is meeting around 10 % of Power requirement and has helped in reducing over all cost of power.

EXPANSION PLANS

The erection work of 6" Seamless Pipe Plant at Mangaon is in advanced stage of execution and the erection work is likely to be completed in the second quarter of the current fecal. This would enhance the total installed capacity to 5.5 Lac Ton for Seamless Pipes. The plant has the facility to manufacture Drill Pipe and other value added products.

OTHER PROJECTS

Your Directors are pleased to inform that the Company has been allotted 5 MW Solar Power Project under jawaharlal Nehru National Solar Mission of the Govt, of India Necessary land has been acquired in Pokharan (Distt. jasalmer) in the State of Rajasthan and the project is under implementation and is likely to be completed by December, 2011.

Your Company is intensively working on backward integration project to make steel billets. The Company is contemplating various options including Greenfield project and exploring opportunity for acquisition in order to expedite the process and reduce the lead time involved in Greenfield project.

Ministry of Coal, Govt of India, had allocated a Non Coking Coal Block to the Company near Nagpur (Maharashtra) in a joint Venture Company named Gondkhar, Coal Mining Ltd., an important raw material to produce DRI required for Steel making. This would facilitate the proposed billet manufacturing operations.

SUBSIDIARY COMPANY

Your Company has established a wholly owned subsidiary in Singapore, namely- Maharashtra Seamless (Singapore) Pte. Ltd., to explore the possibilities of overseas investment in companies engaged in mining and other activities related to the existing operations of the Company.

DIRECTORS

Shri D. P.jmdal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri S. D. Sharma ceased to be the Director of the Company consequent to his sad demise on 2nd July, 2011. The Board puts or record its appreciation of the contribution made by him during his tenure as Director of the Company.

The Board has appointed Shri. Sanjeev Ajaykumar Rungta as a Director of the Company on 3rd August, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(I) that in the preparation of the Annual Accounts for the year ended 3 I st March, 2011, the applicable accounting standards had been followed;

(II) that the accounting polices selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and far view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(III) that proper and sufficient care has been taken forthe 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; and

(IV) that the Annual Accounts forthe year ended 31st March, 2011 have been prepared on a going concern basis

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors' Certificate regarding Compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

FIXED DEPOSITS

The Company has not accepted any Deposits with the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

CONSERVATION OF ENERGYJECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 2l7(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of Section 219( I )(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholder

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at al evels.

For and on behalf of the Board

Place : Gurgaon D. RJINDAL

Dated :3rd August, 2011 Chairman


Mar 31, 2010

The Directors are pleased to present the 22nd Annual Report along with Audited Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULTS

The highlights of the financial results are as under;

(Rs in Crore)

Year ended Yearended

31.03.2010 31.03.2009

Gross Turnover 1691.22 2183.51

Deprecation 18.34 17.93

Profit Before Tax 431.10 385.03 Provision for Taxation

- Current 145.80 124.10

- Fringe Benefit 0.26

- Deferred 0.70 0.76

Profit after Tax 284.60 259.91

Income Tax adjustments relating to earlier years 0.01 (2.07)

Profit after Tax & Adjustments 284.59 257.84

Balance brought forward from previous year 43.40 36.82

Profit available for appropriations 327.99 294.66 Appropriations:

Proposed Dividend 42.32 35.27

Dividend Distribution Tax 7.03 5.99

Transfer to General Reserve 225.00 210.00

Balance carried to Balance Sheet 53.64 43.40

327.99 294.66

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120%) per equity share of Rs. 5/- each for the year ended 3 1 st March, 2010.

The proposed dividend including Dividend Distribution Tax will absorb Rs. 49.35 Crores,

RESULTS OF OPERATIONS

Total turnover of the Company during the year was Rs. 1 69 1.22 Crore against Rs. 2183.51 Crore in the previous year. The profit before tax for the year was Rs 431.10 Crore as against Rs. 385.03 Crore in the previous year. The profit after tax and adjustments for the year was Rs. 284.59 Crore as against Rs. 257.84 Crore in the previous year.

The lower turnover was mainly on account of reduced sale prices of the products owing to decline in raw material cost, without affecting the profitability margins

The Company has primarily two segments - Steel Pipes & Tubes and Wind Power. Both segments contribute positively to the profitability of the Company. The contribution of Steel Pipes & Tubes Division is over 89% of the total Profit before Tax. Wind Power Project of the Company is meeting around 12 % of Power requirement and has helped in reducing over all cost of power.

EXPANSION PLANS

The erection work of 6" Seamless Pipe Plant at Mangaon is on schedule and is likely to be completed during the current fiscal. This would also enable your Company to increase the total installed capacity to 5.5 Lac Ton for Seamless Pipes. The plant has the facility to manufacture Drill Pipe, which is a value added product.

The Govt, of Maharashtra has conferred the status of "Mega Project" to Companys aforesaid project, which would enable the Company to avail various incentives from the Govt, of Maharashtra in due course of time.

BACKWARD INTEGRATION PROJECT

Your Company is committed for its backward integration project to make steel billets, with a capacity of 1.0 million ton in phases, A suitable location is being looked at for this Project.

Ministry of Coal, Govt of India, has also allocated a Non Coking Coal Block to MSL near Nagpur (Maharashtra), which is an important raw material to produce DPI required for Steel making. The Company is successfully moving for its Coal Blocks Project near Nagpur in a joint Venture Company named Gondkhari, Coal Mining Ltd.

Thus the Company will have better control on cost of production of Seamless pipes and poised for a good positioning in Seamless pipe industry.

DIRECTORS

Shr, U. C Agarwal and Shri, D. K. Parikh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Board of Directors has reappointed Shri , Saket jindal as Managing Director of the Company for a period of five years we.f I st April, 2010. The Board of Directors has also reappointed Shri, S. P. Raj as Wholetime Director of the Company for a period of five years w.e.f 1 st October, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state;

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2010, the applicable accounting standards have been followed;

(ii) that the accounting polices selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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; and

(iv) that the Annual Accounts for the year ended 31 st March, 2010 have been prepared on a going concern basis,

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors Certificate regarding Compliance of conditions of Corporate Governance has been annexd as part of this Annual Report.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annua General Meeting. The Statutory Auditors have confirmed their eligibilty and willingness to accept the office on re- appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

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

The information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of Section 219(1 )(b)(,v) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra, and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board

Place : Gurgaon D. P. JINDAL

Dated : 31 st August, 2010 Chairman



 
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