mahalaxmi seamless ltd Directors report

Operational performance:

Total revenue from operations isRs. 1, 82,72,539/-, other income isRs. 9,02,048/-

The detailed Management Discussion & Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section fanning part of the Annual Report.

Your directors have not proposed any dividend during the financial year under review.

The Company has not transferred any amount to reserves during the year under review.

Brief description of the companys working during the year/statc of companies affair:

The Company is engaged in the manufacturing of tubes. The Company has given its factory on lease to Jindal Saw Ltd.

Change in the nature of business, if any:

There has been a change in the nature of business of the Company during the year under review. Earlier, the Company was engaged in the business of manufacturing of tubes.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No Significant and Material Orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the Year under Review.

Details of subsidiarv/ioint venture/assuciate companies and financial performance thereof:

The Company has no subsidiary or associate company.

No company has become or has ceased to become a subsidiary/associate company during the year under review.

Deposits:

Pursuant to Section 73 of the Companies Act, 2013 read with Rule 2 of the Companies (Acceptance of Deposit) Rules, 2014 the Company has not accepted any deposits during the year,

Pursuant to the provisions of section 139(1) of The Companies Act, 2013 and the rules framed thereafter, M/sAgrawal Jain & Gupta, Chartered Accountants, have been appointed as Statutory Auditors of the Company in the Annual General Meeting (AGM) of the Company held on September 27,

2022, and shall hold the office of auditor until the conclusion of AGM of the Company to be held in the year 2027 for a period of five years.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Neelakshee R. Marathe & Co.,Practicing Company Secretaries, COP No; 9983 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023. The Secretarial Audit Report is annexed herewith. The Secretarial Audit Report for the financial year ended March 31, 2023 contains qualifications, reservations, adverse remarks or disclaimers which are self-explanatory.

Cost Auditor:

Cost audit is not applicable to the company for the financial year ended 2022-23.

Comments made by tire statutory auditors in the auditors report are self-explanatory and do not require any further clarification.

The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company.

Issue of Sweat Equity:

The Company has not issued sweat equity shares during the year under review.

Disclusure of annual return:

The Annual Return, pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, for the financial year ended 31^il March,

2023, is placed on the website of the Company.

The website of the Company is http://ww-w.mahatubes.com/

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Information Regarding Conservation of Energy & Technology Absorption is provided for in Annexure I

Foreign Exchange Earnings and Outgo:

Amount (Rs In lakhs)

A) Changes in Directors and Key Managerial Personnel:

There had been no change in the composition of Board of directors for the year ended 2022-23. There has been a change in Key Managerial Personnel of the Company. Ms. Palak Salecha has resigned as a Company Secretary of the Company with effect from 3lst December, 2022.

B) Declaration by an Independent Director(s) and re- appointment, if any:

The Company has received Declaration from Independent directors Pursuant to the Provisions of Section 149 sub-section (6) of the Companies Act, 2013.

C) Annual evaluation of board performance and performance of its committee and of director :

Pursuant to the provisions of the Companies Act, 2013 the Board had carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee lias defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director. Areas on which the Committees of the Board wore assessed included degree of fulfillment of key responsibilities, adequacy of Coiiunittee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board,

i. Number of meetings of the Board of Directors:

The Board of Directors of the Company has met 9 times during the Year under review

ii. Number of meetings of the Audit Committee:

During the financial year under review, 4 (Four) meetings were held on the following dates and all the members and chairman of the committee were present in ail the meetings:

30^th May, 2022,10*August, 2022, 12th November, 2022, and 08th February, 2023.

iii. Number of meetings of Nomination and Remuneration Committee^

During the financial year under review, 1 (One) meeting were held on the following date and all the members and chairman of the committee were present in the meeting:

10^th August, 2022.

iv. Number of meetings of Stakeholder Relationship Committee:

During the financial year under review, 1 (One) meeting was held on the following date and all the members and chairman of the committee were present in all the meeting:

10^,h August, 2022.

Audit Committee:

Audit Committee of the Company as constituted by the Board is headed by Mr. Vivek Jalan with Mr. Sushil Ashok Jain and Mr. Chandrashckar Rajaram Kulkami as Members. The committee thoroughly reviewed the quarterly and annual financial statements of the Company and recommended the same to the Board There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Nomination and Remuneration Committee:

Nomination and Remuneration Committee of the Company as constituted by the Board is headed by Mr. Sushil Ashok Jain, Mr. Chandrashekar Rajaram Kulkarni and Mr. Aditya Moda as Members.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract/ retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Details of the Remuneration Policy are given on the website http: / / www,mahatubes.com/

The Board has constituted Stakeholders Relationship Committee in accordance with the Provisions of the Companies Act 2013.

Stakeholder and Relationship Committee of the Company as constituted by the Board is headed byMr. Sushil Ashok Jain with Mr. Vivek Jalan,Mr. Chondrashekar Rajaram Kulkarni and Mr. Aditya Moda as Members.

Details of establish me nit of vigil mechanism f or directors and employees:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

As a socially responsible Company, your Company has a strong sense of community responsibility.

However, the Company does not fall within the Criteria as laid down by the Act. Hence, it is not required to constitute a CSR Committee. Further the Company has matte aprotit however not a massive profit; hence the Company has not formulated any Policy.

Policy on prevention, prohibition and rcdrcsaal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommended appropriate action.

Disclosure:

Particulars of loans, guarantees or investments under section 186:

During the year No Loans or Guarantees are not given nor are any Investments made by the Company under Section 186 of the Companies Act, 2013.

Particulars of contracts ur arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties is provided in Annexure II (AOC-2) Risk Management:

The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an arm s length basis, in tire ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (The Act) and the Listing Agreement There were no materially significant Related Party Transactions made by the Company during the year.

All Related Party Transactions arc placed before the Audit Committee for approval

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website at the web link: http://www.mahatubes.com/ Details of the transactions with Related Parties are provided in the accompanying financial statements.

Criteria for determining qualifications, posi tive attributes and indepen dence of a director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an Independent Director if he/ she meet with the criteria for Independent Director as laid down in the Companies Act, 2013 and the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of drought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the maimer in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal skills and soundness of judgment Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

Corporate Governance:

Regulation 15(2) of SEB1 (Listing obligations and Disclosures Requirements), 2015 is not applicable to company for financial year 2022-23 as its Paid-up Capital and Net worth is below the prescribed limit.

Particulars of Employees:

During the financial year under review, none of the Companys employees were in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 1 lence, no particulars are required to be disclosed in this Report.

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows.

The ratio of remuneration of each Director to the Median Remuneration of ali employees who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2022-23are given below:

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief ami according to the information and explanations obtained by them and same as mentioned elsewhere in this report, the attached Annual Accounts and the Auditors Report thereon, your directors confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2023,the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The accounting policies as mentioned in Note 2 in the Notes to the financial statements have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2022-23 and of the profit of the Company for that period;

d) The Annual Accounts have been prepared on a going concern basis,

e) Proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.