Mahalaxmi Seamless Ltd Directors Report.

To,

The Members,

Mahalaxmi Seamless Limited

Your Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.

1. Financial Summary Or Highlights/Performance Of The Company (Standalone)

Particulars Financial Year ended
31/03/2017(Rs. In Lakhs ) 31/03/2016(Rs. In Lakhs )
Total Income 1134.06 1124.26
Expenditure
1355.54 1265.54
Profit / Loss before Depreciation, Finance
9.93 10.81
Charges and Tax
Interest and Finance Charges
62.07 92.66
Depreciation 60.02 59.43
Profit / Loss before Tax
(221.48) (141.28)
Taxes paid and provided 6.13 5.02
Profit / Loss after Tax (227.61) (146.30)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance carried to Balance Sheet 547.23 319.62

Operational Performance

• Revenue from operations has decreased by 2.97% to Rs. 110,437,816

Management Discussion & Analysis

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

Dividend

In view of the losses incurred by the Company during the financial year under review your Directors are unable to recommend any dividend for F.Y. 2016-2017.

Transfer to Reserves

The Company has not transferred any amount to the Reserves during the Year under Review.

Brief Description of the Companys Working During The Year/State Of Companies Affair

The Company is engaged in the manufacturing of tubes .The Company has tied up with other Companies to provide their Customers to get finned tubes or even heat exchangers.

Change in The Nature Of Business, If Any

No Changes have occurred in the Nature of the Business during the Year under Review

Material Changes And Commitments, If Any, Affecting The Financial Position Of The Company Which Have Occurred Between The End Of The Financial Year Of The Company To Which The Financial Statements Relate And The Date Of The Report

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

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And 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 Subsidiary/Joint Ventures/Associate 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 accepted Unsecured Loan from its Managing Director, Mr. Madhavprasad Jalan (DIN: 00217236) of Rs. 2,915,391/- However, the Company continues to enjoy Loans from Director, which are exempted under Rule 2(1) (viii) of the Companies (Acceptance of Deposit) Rules, 2014.

Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s R. Sundaresan Aiyar & Co., Chartered Accountants, to be appoint as statutory auditors of the Company from the conclusion of the Twenty Sixth Annual General Meeting (AGM) of the Company held on September 29, 2017 till the conclusion of the Thirtieth AGM of the Company to be held in the year 2022 to audit the accounts of five financial years starting from financial year ending 31st March, 2018 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Sangita Joshi & Associates, Practicing Company Secretary (Proprietor), Practicing under the name & style PCS Mrs. Sangita Joshi, COP No: 7950 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The Secretarial Audit Report is annexed as Annexure. The Secretarial Audit Report for the financial year ended March 31, 2017 contain qualifications, reservations, adverse remarks or disclaimers which are replied suitably.

Cost Auditor:

Cost Audit is not Applicable to the Company for the Financial Year 2016 - 2017.

Auditors Report

Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

Secretarial Audit Report

A Secretarial Audit Report given by PCS Sangita Joshi, company secretary in practice shall be annexed with the report.

Following Qualifications have been observed by the secretarial Auditor during the Audit Period.

Directors Reply on the qualifications in Secretarial Audit Report are as follows:

Financial position of the Company is poor and All round efforts are made by the Company to improve the Financial Position of the Company in order to earn Business Income/opportunities due to which Company is not able to do the following Compliances:

(i) Company could not able to upgrade its web site so as to make proper disclosures; (ii) Company has been searching for the suitable candidate to be appointed as a Company Secretary. (iii) Company is in the process of making payment of Annual Listing Fee, and also the Payment of Annual Custodian Fees to Depositories and Registrar and Transfer Agent. (iv) Company is unable to do Publication of Financial Results in Newspapers for the quarter ended 31st March, 2016, 30th June, 2016, and 31st December, 2016 (v) Company is unable to do Publication of Intimation of date of Board Meeting held for approving (unaudited/Audited) Quarterly Financial Results, for the Quarter ended 31st March, 2016, 30th June, 2016, and 31st December, 2016.(vi) Company has been searching for the suitable candidate to be appointed as Independent Director so that number of Independent Directors be more than 50% of total number of Directors and Company is in the process of making composition of Board in tune with the requirement of Directors retiring by rotation.

In the absence of properly Qualified and Experienced Staff Company could not able to comply with the following:

(i) Proper maintenance of Internal Secretarial Records. (ii) Proper supporting in connection with Compliances made by the Company with regard to all the Listing Regulations.

Due to Technical Reasons company is not able to file the following forms with ROC/MCA:

1. Form MGT-14 for appointment of Company Secretary and Internal Auditor.

2. Form MGT-7 for filing Annual Return for the Financial Year 2015 - 2016.

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was Rs. 52,907,000 during the year under review. The Company has not issued any shares.

Shares with Differential Voting Rights

The Company has not issued shares with differential voting rights during the year

Issued Employee Stock Options / ESOP

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

Issue of Sweat Equity

The Company has not issued sweat equity shares during the year

Extract of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as

Annexure I.

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

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

Annexure II

Foreign Exchange Earnings and Outgo:

Amount (In lakhs)

Total Foreign Exchange Inflow 34,445,129
Total Foreign Exchange outflow -

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review. During the year under review:

1. There is no change in the composition of Board of Directors.

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

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

C) Annual Evaluation Of Board Performance And Performance Of Its Committee And Of Director :

Pursuant to the provisions of the Companies Act, 2013 the Board had carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The 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 & CEO. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

Number of meetings of the Board of Directors

The Board of Directors of the Company has met 5 times during the Year under review

Date of the meeting No. of Directors attended the meeting
30.05.2016 6
12.08.2016 6
14.11.2016 6
10.02.2017 6
30.03.2017 6

Audit Committee

Audit Committee of the Company as constituted by the Board is headed by Mr. Chetan Ramesh Jain with Mr. Jiwanprakash Thakurdas Hingorani and Mr. Chandrashekar Rajaram Kulkarni as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. Committee has recommended to appoint R. Sundaresan Aiyar & Co., Chartered Accountants, having Firm registration Number 110564, Mumbai as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirtieth AGM of the Company to be held in the year 2022 to audit the accounts of five financial years starting from financial year ending 31st March, 2018 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors and All other recommendations made by the Audit Committee were accepted by the Board.

Details of establishment of vigil mechanism for directors and employees

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the 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 has been denied access to the Audit Committee.

Nomination and Remuneration Committee

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

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

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

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

Considering the future estimated income of lease rental the committee has recommended to approve the total managerial remuneration up to Rs. 60,00,000 on pro rata basis.

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

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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.

Corporate Social Responsibility

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

The Company however, does not fall within the Criteria as laid down by the Act is not required to constitute a CSR Committee. Further the Company has been suffering a loss for the Last two Years; hence the Company has not formulated any Policy.

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

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

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

Disclosure:

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the Year NIL
Number of cases pending for more than ninety Days NIL
Number of workshops or awareness programme against sexual harassment carried out NIL
Nature of action taken by the employer or District Officer NIL

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 or arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties is provided for in Annexure III (AOC-2)

Risk Management

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. This risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies.

Related Party Transactions

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

All Related Party Transactions are placed before the Audit Committee for approval.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the 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, positive attributes and independence of a director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director if he/ she meets with the criteria for ‘Independent Director as laid down in the Companies Act, 2013 and the Listing Regulations. Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

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

Corporate Governance

Regulation 15(2) of Stock Exchange Board Of India (Listing obligation and Disclosures Requirements), 2015 is not applicable to company for Financial year 2016-17 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 was in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. Hence, no particulars are required to be disclosed in this Report.

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

The ratio of remuneration of each Director to the Median Remuneration of all employees who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2015-16 are given below:

Directors Ratio to Median Percentage Increase in Remuneration
Shri Madhav P Jalan 12.48:1 NIL
Shri Vivek Jalan 10.40:1 NIL
Smt. Mala Sharma 8.32:1 NIL

Directors Responsibility Statement

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this

Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provision of all applicabl laws and that such systems are adequate and operating effectively.

Acknowledgement

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results

By Order of the board of Directors
For Mahalaxmi Seamless Limited
Place: Mumbai
Date: 30th May, 2017 Vivek M. Jalan Madhavprasad G. Jalan
Wholetime Director Managing Director
DIN: 00114795 DIN: 0021723