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17TH ANNUAL REPORT 2004-2005<br />

Expanding horizon through the pursuit <strong>of</strong> perfection.<br />

MAHARASHTRA SEAMLESS LIMITED<br />

AN ISO 9001:2000 COMPANY


MAHARASHTRA SEAMLESS LIMITED<br />

BOARD OF DIRECTORS<br />

D.P. <strong>Jindal</strong> Chairman<br />

Saket <strong>Jindal</strong> Managing Director<br />

U.C. Agarwal<br />

D.K. Parikh<br />

S.D. Sharma<br />

H.K. Khanna<br />

AUDIT COMMITTEE<br />

U.C. Agarwal Chairman<br />

D.P. <strong>Jindal</strong><br />

H.K. Khanna<br />

COMPANY SECRETARY<br />

Praveen Mudgal<br />

AUDITORS<br />

Kanodia Sanyal & Associates<br />

Chartered Accountants<br />

New Delhi<br />

BANKERS<br />

State Bank <strong>of</strong> Patiala<br />

State Bank <strong>of</strong> Bikaner & Jaipur<br />

Standard Chartered Bank<br />

HDFC Bank Limited<br />

REGISTERED OFFICE<br />

Pipe Nagar, Village-Sukeli,<br />

N.H.17, B.K.G. Road, Taluka Roha,<br />

Distt. Raigad - 402 126,<br />

Maharashtra<br />

CORPORATE OFFICE<br />

Plot No. 30, Institutional Sector 44,<br />

Gurgaon – 122 002,<br />

Haryana<br />

HEAD OFFICE<br />

106, Nilgiri Apartments,<br />

9, Barakhamba Road,<br />

New Delhi-110 001<br />

MUMBAI OFFICE<br />

402, Sarjan Plaza,<br />

100, Dr. Annie Besant Road,<br />

Opp. TELCO Showroom,<br />

Worli, Mumbai - 400 018<br />

KOLKATA OFFICE<br />

Sukhsagar Apartment,<br />

Flat No. 8A, 8th Floor,<br />

2/5, Sarat Bose Road,<br />

Kolkata - 700 020<br />

CHENNAI OFFICE<br />

3A, Royal Court,<br />

44, Venkatanarayan Road,<br />

T. Nagar,<br />

Chennai - 600 017<br />

WORKS:<br />

1. SEAMLESS & ERW PIPES:<br />

Pipe Nagar, Village - Sukeli,<br />

N.H.17, B.K.G. Road,<br />

Taluka Roha,<br />

Distt. Raigad - 402 126<br />

Maharashtra<br />

2. WIND POWER:<br />

Village Nivkane, Taluka Patan,<br />

District Satara,<br />

Maharashtra<br />

Website: www.jindal.com


MAHARASHTRA SEAMLESS LIMITED<br />

CONTENTS<br />

Page No.<br />

Chairman’s Statement 3<br />

Message from the Managing Director 5<br />

Selected Financial Indicators <strong>of</strong> last 10 Year 6<br />

Notice 7-9<br />

Directors’ Report 10-14<br />

Corporate Governance Report 15-18<br />

Shareholders’ Information 18-20<br />

Management Discussion & Analysis 22-24<br />

Auditors’ Report 25-27<br />

Balance Sheet 28<br />

Pr<strong>of</strong>it & Loss Account 29<br />

Schedules & Notes on Accounts 30-46<br />

Cash Flow Statement 47<br />

Proxy Form & Attendance Slip<br />

Annexed<br />

1


“ With our established product range upto 7” dia.<br />

<strong>of</strong> Seamless Pipes and Tubes, we are now all set<br />

to accept all requirements upto 14” dia.”<br />

2


Chairman's<br />

Statement<br />

Dear Shareholders,<br />

The world economy has seen lots <strong>of</strong> turnarounds in various sectors. In the last one<br />

year steel industry has witnessed the heights and also the changed trend. Maharashtra<br />

Seamless continued its path on the progress with the Gross Turnover <strong>of</strong> Rs.879 crores<br />

in the financial year 2004-05.<br />

With our established product range upto 7” <strong>of</strong> Seamless Pipes and Tubes we are now<br />

all set to accept all requirements upto 14” in Seamless as our new mill has already<br />

gone into production in this higher dia range. Now we would meet the requirements <strong>of</strong><br />

the entire range <strong>of</strong> Pipes in all alloy and non-alloy grades. With the committed teamwork<br />

we are confident to meet the challenges in the times to come in any market scenario.<br />

However, we will not stop here. We are fully committed to enhance the scale,<br />

competitiveness, efficiency and the productivity at all levels and in all areas. With this<br />

motive only we have already decided to setup our own steel plant in Orissa, which will<br />

basically feed all <strong>of</strong> the raw material requirements <strong>of</strong> Maharashtra Seamless Ltd.<br />

In line with the growth <strong>of</strong> the Indian Economy, your Company is also on its way to<br />

achieve its mission <strong>of</strong> growth and prosperity. The track record <strong>of</strong> consistent & impressive<br />

performance posted by the company year after year speaks about such growth.<br />

Total Quality Management (TQM), Cost Control and aggressive marketing have become<br />

integral part <strong>of</strong> the systems <strong>of</strong> your company. Currently, the market for Seamless &<br />

ERW Pipes is growing at a rapid pace. With more emphasis being given on exploration,<br />

drilling and laying <strong>of</strong> cross country Line pipes, pipe Industry is having a very promising<br />

future outlook. The company is confident that with the combination <strong>of</strong> market growth<br />

and the expansion project, the company would be able to garner the major chunk <strong>of</strong><br />

the growth in Pipe Industry.<br />

There is competition from International players like China and East European countries.<br />

Reduction in Import Duty on pipes and tubes may pose some threat to Indian<br />

manufacturers in the coming years as Government may go for lower tariff structure in<br />

the future. Your company is ready to face this challenge. When the competition intensifies<br />

with price playing a major role, cost management which we are practicing continuously<br />

can contribute effectively to pr<strong>of</strong>itability. The ultimate challenge will be to manage intense<br />

competition and optimize the benefits <strong>of</strong> productivity and pr<strong>of</strong>itability improvement<br />

measures.<br />

Our long-term goal is to maximize returns on shareholders' wealth for our esteemed<br />

shareholders, which is reflected in the financial performance achieved by the Company.<br />

We hope to receive the continued support and patronage <strong>of</strong> all <strong>of</strong> our associates, which<br />

will add to our determination to achieve spectacular results in the coming years.<br />

3<br />

D.P. <strong>Jindal</strong>


“The recent discoveries in the country by oil<br />

exploration companies both in the public and<br />

private domain have thrown in a substantial<br />

demand for both seamless and ERW pipes.”<br />

4


Message<br />

from the<br />

Managing Director<br />

Dear Shareholders,<br />

Maharashtra Seamless Limited believes in attaining new frontiers <strong>of</strong> success and<br />

making its vision transform into reality. The commissioning <strong>of</strong> the 14” seamless mill is<br />

in line with the corporate philosophy <strong>of</strong> unparalleled growth and consolidation <strong>of</strong> our<br />

core competence. The appreciation <strong>of</strong> our stock on the bourses is a true reflection <strong>of</strong><br />

our performance in the last financial year and we wish to continue this trend in the near<br />

future by diversifying into billet manufacturing as a measure <strong>of</strong> backward integration<br />

and to absorb the fluctuation <strong>of</strong> steel prices.<br />

The oil & gas sector is particularly booming and showing a promising growth. The oil<br />

price breaking the $60 per barrel barrier and the appreciation in the rig count worldwide<br />

is a true reflection <strong>of</strong> the immense potential <strong>of</strong> this industry.<br />

The recent discoveries in the country by oil exploration companies both in the public<br />

and private domain have thrown in a substantial demand for both seamless and ERW<br />

pipes. We wish to fulfill this demand by gearing up our facilities and by debottlenecking<br />

and benchmarking our systems and process.<br />

Our new corporate <strong>of</strong>fice in Gurgaon shall have a state-<strong>of</strong>-the-art environment with the<br />

best conferencing & networking facilities and shall improve the productivity <strong>of</strong> our<br />

employees and raise their motivation levels.<br />

Our Joint Venture with Hydril, USA shall provide us a platform<br />

to market premium connections for high-pressure applications<br />

in the oil & gas sector.<br />

We believe in growing with all our stakeholders and have<br />

thus declared a dividend <strong>of</strong> 50% for the last financial year.<br />

Lastly, I would like to acknowledge & appreciate the support; we have received from<br />

our customers, bankers, suppliers and all our employees who have put in sincere efforts<br />

in their respective fields.<br />

Thank you,<br />

Saket <strong>Jindal</strong><br />

5


MAHARASHTRA SEAMLESS LIMITED<br />

SELECTED FINANCIAL INDICATORS OF LAST 10 YEARS<br />

Particulars 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005<br />

Gross Turnover (Rs. Lacs) 10758 13781 15094 18555 19243 26541 37272 43563 55529 86724<br />

(Times) 1.00 1.28 1.40 1.72 1.79 2.47 3.46 4.05 5.16 8.06<br />

EBIDTA (Rs. Lacs) 1832 1341 1208 1887 2682 4218 7468 8406 10031 12851<br />

(Times) 1.00 0.73 0.66 1.03 1.46 2.30 4.08 4.59 5.48 7.01<br />

PBT (Rs. Lacs) 1809 805 899 1405 2415 4042 7186 9007 10507 12624<br />

(Times) 1.00 0.44 0.50 0.78 1.33 2.23 3.97 4.98 5.81 6.98<br />

PAT (Rs. Lacs) 1809 700 801 1037 1756 3196 5001 6209 7146 8488<br />

(Times) 1.00 0.39 0.44 0.57 0.97 1.77 2.76 3.43 3.95 4.69<br />

Gross Block (Rs. Lacs) 6493 7361 7555 8171 8789 10594 14119 16064 26709 32768<br />

(including WIP) (Times) 1.00 1.13 1.16 1.26 1.35 1.63 2.17 2.47 4.11 5.05<br />

Net Block (Rs. Lacs) 5321 5893 5778 6057 6324 7734 10743 12023 21970 26992<br />

(Times) 1.00 1.11 1.09 1.14 1.19 1.45 2.02 2.26 4.13 5.07<br />

Equity Share Capital (Rs. Lacs) 2550 2550 2550 2550 2550 2882 2882 2882 2882 2882<br />

(Times) 1.00 1.00 1.00 1.00 1.00 1.13 1.13 1.13 1.13 1.13<br />

Reserves & Surplus (Rs. Lacs) 3480 3858 4334 5043 6416 9086 12239 15994 21527 28399<br />

(Times) 1.00 1.11 1.25 1.45 1.84 2.61 3.52 4.60 6.19 8.16<br />

Net Worth (Rs. Lacs) 6362 6740 7216 7925 9298 11968 15121 20317 24409 31281<br />

(Times) 1.00 1.06 1.13 1.25 1.46 1.88 2.38 3.19 3.84 4.92<br />

Book Value (Rs.) 24 25 27 30 35 42 52 65 85 109<br />

(Times) 1.00 1.04 1.13 1.25 1.46 1.75 2.17 2.71 3.54 4.54<br />

EPS (Rs.) 7.09 2.75 2.96 3.89 6.58 11.94 17.37 21.98 23.72 29.54<br />

(Times) 1.00 0.39 0.42 0.55 0.93 1.68 2.45 3.10 3.35 4.17<br />

Equity Dividend<br />

- Amount (Rs. Lacs) 255 255 255 255 306 384 576 1009 1153 1441<br />

- Percentage (%) 10% 10% 10% 10% 12% 15% 20% 35% 40% 50%<br />

6


MAHARASHTRA SEAMLESS LIMITED<br />

NOTICE<br />

Notice is hereby given that the 17th Annual General Meeting <strong>of</strong> the Members <strong>of</strong> Maharashtra Seamless Limited will be held on Friday,<br />

the 9th September, 2005 at 11.30 A.M. at the Registered Office <strong>of</strong> the Company at Pipe Nagar, Village - Sukeli, N.H.17, B.K.G. Road,<br />

Taluka Roha, Distt. Raigad-402 126, Maharashtra to transact the following busines :<br />

ORDINARY BUSINESS<br />

1. To receive, consider and adopt the Audited Accounts for the year ended 31st March, 2005 and the Reports <strong>of</strong> Directors and Auditors<br />

thereon.<br />

2. To declare dividend.<br />

3. To appoint a Director in place <strong>of</strong> Shri D. P. <strong>Jindal</strong>, who retires by rotation and being eligible, <strong>of</strong>fers himself for reappointment.<br />

4. To appoint a Director in place <strong>of</strong> Shri S. D. Sharma, who retires by rotation and being eligible, <strong>of</strong>fers himself for reappointment.<br />

5. To appoint Auditors who shall hold <strong>of</strong>fice from the conclusion <strong>of</strong> this Annual General Meeting until the conclusion <strong>of</strong> next Annual<br />

General Meeting and to fix their remuneration. The retiring auditors M/s Kanodia Sanyal & Associates, New Delhi are eligible for<br />

reappointment.<br />

SPECIAL BUSINESS<br />

6. To consider and, if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution.<br />

RESOLVED THAT pursuant to Clause 49 <strong>of</strong> the Listing Agreement, Section 309, 310 and all other applicable provisions <strong>of</strong> the<br />

<strong>Companies</strong> Act, if any, the Board <strong>of</strong> Directors <strong>of</strong> the Company be and is hereby authorized to decide the payment <strong>of</strong> sitting fees<br />

along with any other compensation and / or expenditure in that connection to its non executive directors within the limits as may<br />

be notified by the Central Government from time to time.<br />

By order <strong>of</strong> the Board<br />

Place : Gurgaon<br />

Dated : 15th June, 2005<br />

Praveen Mudgal<br />

Company Secretary<br />

Regd. Office:<br />

Pipe Nagar, Village Sukeli, N.H.17,<br />

B.K.G. Road, Taluka - Roha,<br />

Distt. Raigad - 402 126,<br />

Maharashtra<br />

7


MAHARASHTRA SEAMLESS LIMITED<br />

NOTES:<br />

1. An Explanatory Statement pursuant to Section 173(2) <strong>of</strong> the <strong>Companies</strong> Act, 1956 in relation to the Special Business <strong>of</strong> the Meeting<br />

is annexed hereto and forms part <strong>of</strong> this Notice.<br />

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND<br />

VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. FORM OF PROXY IS SEPARATELY<br />

ANNEXED. THE PROXY FORM MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN<br />

48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.<br />

3. Members / Proxies should bring the attendance slip duly filled in for attending the meeting.<br />

4. Members are requested to notify immediately any change in their address to the Registrar & Transfer Agent quoting their Folio<br />

Number to the following address:<br />

Alankit Assignments Ltd.<br />

Alankit House,<br />

2E/21, Jhandewalan Extension,<br />

New Delhi – 110 055<br />

5. Members who have multiple ledger folios in identical names or joint names in same order are requested to intimate/send the<br />

concerned share certificates quoting their ledger folios <strong>of</strong> such accounts to enable the Registrar & Transfer Agent to consolidate<br />

all such shareholdings into one folio.<br />

6. The Register <strong>of</strong> Members and Share Transfer Books <strong>of</strong> the Company will remain closed from Thursday, 1st September, 2005 to<br />

Friday, the 9th September, 2005 (both days inclusive).<br />

7. Members intending to seek any information on the Annual Accounts at the meeting are requested to inform the company in writing<br />

at least one week prior to the date <strong>of</strong> the meeting.<br />

8. In accordance with the provisions <strong>of</strong> the <strong>Companies</strong> Act, 1956, the amount <strong>of</strong> dividend which remains<br />

unpaid or unclaimed for a period <strong>of</strong> 7 years from the date <strong>of</strong> transfer to Unpaid Dividend Account<br />

<strong>of</strong> the Company are transferred to the Investor Education and Protection Fund constituted by the<br />

Central Government and shareholders are not able to claim any amount <strong>of</strong> dividend so transferred<br />

to the fund.<br />

As such, shareholders who have not yet encashed their dividend warrants are requested in their own<br />

interest to claim the outstanding dividend before it falls due for transfer to the aforesaid Fund.<br />

9. Electronic Clearing Service (ECS) Facility:<br />

(a) Members holding shares in physical form who wish to avail ECS facility, may authorize the Company with their ECS mandate<br />

in the prescribed form, which can be downloaded from the Company’s website (www.jindal.com) or can be obtained from the<br />

Corporate Office <strong>of</strong> the Company. Requests for payment <strong>of</strong> dividend through ECS should be lodged latest by 25th August,<br />

2005 to the Company Secretary at Plot No. 30 Institutional Sector - 44, Gurgaon – 122001 Haryana.<br />

(b) Members holding shares in demat form who wish to avail ECS facility, may send ECS mandate in the prescribed form to their<br />

respective depository participant.<br />

10. Reappointment <strong>of</strong> Directors:<br />

Shri D.P. <strong>Jindal</strong> and Shri S. D. Sharma retire by rotation at the Annual General Meeting and being eligible <strong>of</strong>fer themselves for<br />

reappointment. Brief resumes <strong>of</strong> the said directors are as under :-<br />

Name<br />

Age<br />

Expertise in specific functional area<br />

Date <strong>of</strong> appointment as Director<br />

<strong>of</strong> the Company<br />

Directorship <strong>of</strong> other companies<br />

Chairman / Member <strong>of</strong> Committees<br />

<strong>of</strong> other <strong>Companies</strong><br />

Shri D. P. <strong>Jindal</strong><br />

55 Years<br />

Prominent Industrialist having<br />

wide business experience<br />

10.05.1988<br />

<strong>Jindal</strong> Pipes Limited<br />

<strong>Jindal</strong> Drilling & Industries Limited<br />

<strong>Jindal</strong> Aluminium Limited<br />

Pragaun JAL Educational Organistion<br />

Chairman - Shareholders / Investors Share<br />

Transfer cum Grievance Committee<br />

Of <strong>Jindal</strong> Drilling & Industries Limited<br />

Shri S. D. Sharma<br />

65 Years<br />

Retired Senior Executive having vast<br />

experience in commercial areas<br />

24.03.1995<br />

--<br />

--<br />

8


MAHARASHTRA SEAMLESS LIMITED<br />

ANNEXURE TO THE NOTICE<br />

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956.<br />

ITEM NO. 6<br />

In terms <strong>of</strong> the revised clause 49 <strong>of</strong> the Listing Agreement with the Stock Exchanges, all fees / compensation to be paid to Non- Executive<br />

directors are to be fixed by the Board and require the prior approval <strong>of</strong> the shareholders in the general meeting.<br />

For the purpose <strong>of</strong> administrative expediency, members are requested to authorize Board <strong>of</strong> Directors to decide the quantum <strong>of</strong> sitting<br />

fee / any other compensation payable to the Non- Executive directors up to the maximum limit prescribed under the <strong>Companies</strong> Act, 1956,<br />

as may be amended from time to time, after taking into consideration the expertise and wisdom they bring to the company and their<br />

contribution towards the performance <strong>of</strong> the company.<br />

The Board recommends the resolution for your approval.<br />

All the Non- Executive Directors <strong>of</strong> the company are deemed to be concerned or interested in passing <strong>of</strong> this resolution.<br />

By order <strong>of</strong> the Board<br />

Place : Gurgaon<br />

Dated : 15th June, 2005<br />

Praveen Mudgal<br />

Company Secretary<br />

Regd. Office :<br />

Pipe Nagar, Village Sukeli, N.H.17,<br />

B.K.G. Road, Taluka - Roha,<br />

Distt. Raigad - 402 126,<br />

Maharashtra<br />

9


MAHARASHTRA SEAMLESS LIMITED<br />

DIRECTORS' REPORT<br />

To the Members,<br />

Your Directors are pleased to present the Company’s 17th Annual Report alongwith Audited Accounts <strong>of</strong> the Company for the year ended<br />

31st March, 2005.<br />

FINANCIAL RESULTS<br />

During the year, Gross Turnover <strong>of</strong> the company increased to Rs. 879 crore from Rs. 569 crore in the previous year - a growth <strong>of</strong> 54%<br />

over previous year. The highlights <strong>of</strong> the financial results are as under :-<br />

(Rs. in crores)<br />

Gross Turnover 879.28 569.01<br />

Pr<strong>of</strong>it before Depreciation 136.74 112.06<br />

Depreciation 10.50 6.98<br />

Pr<strong>of</strong>it Before Tax 126.24 105.08<br />

Provision for Taxation<br />

- Current 32.77 33.31<br />

- Deferred 8.59 0.31<br />

Pr<strong>of</strong>it after Tax 84.88 71.46<br />

Prior Period Adjustments/ Tax provision written back 0.27 0.29<br />

Pr<strong>of</strong>it After Tax & Adjustments 85.15 71.75<br />

Balance brought forward from previous year 13.20 12.28<br />

Pr<strong>of</strong>it available for appropriations 98.35 84.03<br />

Appropriations:<br />

Transfer to Capital Redemption Reserve - 14.41<br />

Dividends<br />

- Interim (Declared subsequent to the year end) - 7.21<br />

-10% Redeemable Cum. Pref.shares (paid / proposed) - 1.37<br />

- Proposed on Equity shares 14.41 4.32<br />

Tax on Dividend<br />

Year Ended<br />

Year Ended<br />

31.03.2005 31.03.2004<br />

- Interim - 0.93<br />

- 10% Redeemable Cum. Pref.shares (paid / proposed) - 2.02<br />

- Proposed on Equity Shares 2.02 0.57<br />

Transfer to General Reserve 65.00 40.00<br />

Balance carried to Balance Sheet 16.92 13.20<br />

98.35 84.03<br />

10


MAHARASHTRA SEAMLESS LIMITED<br />

DIVIDEND<br />

Your directors are pleased to recommend a dividend @ 50% on the paid up share capital <strong>of</strong> the company for the year 2004 - 2005.<br />

The proposed dividend including dividend tax will absorb Rs.16.43 crore.<br />

RESULTS OF OPERATIONS<br />

Your Directors are pleased to inform that the company’s performance has been commendable during the year. The healthy growth for<br />

the Company’s products and its operating and cost efficiencies have led to a steady increase in turnover and pr<strong>of</strong>its. The pr<strong>of</strong>it before<br />

tax for the year was Rs.126 crore as against Rs.105 crore in the previous year showing a growth <strong>of</strong> 20 % over previous year. The pr<strong>of</strong>it<br />

after tax & adjustments for the year had been Rs.85 crore as against Rs.72 crore in the previous year.<br />

Seamless Pipes Division has major contribution constituting 65% <strong>of</strong> turnover <strong>of</strong> the Company. This Division has contributed around 78%<br />

<strong>of</strong> the Pr<strong>of</strong>its Before Tax <strong>of</strong> the Company.<br />

STATUS OF EXPANSION PROJECT<br />

During the year under review your company has completed an expansion project to manufacture seamless pipes <strong>of</strong> higher diameter from<br />

7” to 14”OD . The expansion project has lead to an increased installed capacity by further one lac tonne. The company now would be<br />

able to get major share <strong>of</strong> higher dia seamless pipes market which is currently being regulated by imports. This would not only increase<br />

its overall market share in Seamless Pipes & Tubes Industry but would also lead to an improved financial performance in the coming years.<br />

BACKWARD INTEGRATION PROJECT<br />

The Company is implementing a strategic Backward Integration Project at Orissa to manufacture Billets, the main raw material for Seamless<br />

Pipes having a capacity <strong>of</strong> 5,00,000 TPA. The Project would be completed in two phases by the end <strong>of</strong> year 2007 at an aggregate capital<br />

outlay <strong>of</strong> Rs.550 crore and would be meeting its captive requirement fully. Requisite Land for the project has been allotted by the<br />

Government <strong>of</strong> Orissa. Project Enginnering Consultant has been appointed and various applications to the Govt. Authorities for various<br />

infrastructure needs have been filed. The Project, on implementation will further improve its competitive position as a low cost producer<br />

<strong>of</strong> seamless pipes and have a positive impact on pr<strong>of</strong>itability in the long run and ensure smooth availability <strong>of</strong> raw material<br />

JOINT VENTURE<br />

During the year the company has entered into a Joint Venture with USA based Hydril LP to manufacture Premium Joint Connections.<br />

The Joint Venture is likely to commence operations during the year and will exclusively source Seamless Pipes from Maharashtra<br />

Seamless. The Joint Venture will facilitate Company’s consolidation in both Domestic and International market <strong>of</strong> Seamless Pipes by<br />

going into new export avenues. Your company’s presence in the seamless business would consolidate on global basis which would have<br />

a positive bearing on the improved financials and margins.<br />

CREDIT RATING<br />

Your Directors are pleased to inform the members that your company has been assigned AA Credit Rating by the Credit Rating Agency,<br />

CRISIL Limited and `AA (ind)’ by Fitch Rating India Pvt. Ltd. in relation to Rs. 150 million Long Term Debt Program <strong>of</strong> the Company.<br />

FCCB ISSUE<br />

Your Company is planning to Launch an FCCB issue <strong>of</strong> USD 75 million in the current year to part finance the backward integration steel<br />

billet project. The necessary shareholders approval for the issue was obtained in the Extra Ordinary General Meeting dated 22.03.2005.<br />

Your company has also appointed Deutsche Bank as Lead Bank and Sole book runner for the issue.<br />

INCREASE IN AUTHORISED SHARE CAPITAL<br />

The Authorised Share capital <strong>of</strong> the company has been increased from Rs. 55 crore to Rs. 60 crore by addition <strong>of</strong> 50 lacs Equity Shares<br />

<strong>of</strong> Rs. 10 each. The necessary shareholder’s approval for the increase was obtained in the Extra Ordinary General Meeting held on 22nd<br />

March, 2005.<br />

DIRECTORS<br />

Shri D.P. <strong>Jindal</strong> and Shri S.D. Sharma, Directors <strong>of</strong> the Company, retire by rotation at the ensuing Annual General Meeting and being<br />

eligible, <strong>of</strong>fer themselves for reappointment.<br />

DIRECTORS' RESPONSIBILITY STATEMENT<br />

As required under Section 217(2AA) <strong>of</strong> the <strong>Companies</strong> Act, 1956, your Directors state :<br />

(i) that in the preparation <strong>of</strong> the Annual Accounts, the applicable accounting standards have been followed;<br />

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and<br />

prudent so as to give a true and fair view <strong>of</strong> the state <strong>of</strong> affairs <strong>of</strong> the Company at the end <strong>of</strong> financial year and <strong>of</strong> the pr<strong>of</strong>it <strong>of</strong> the<br />

Company for that period;<br />

11


MAHARASHTRA SEAMLESS LIMITED<br />

(iii) that proper and sufficient care has been taken for the maintenance <strong>of</strong> adequate accounting records in accordance with the provisions<br />

<strong>of</strong> the <strong>Companies</strong> Act, 1956 for safeguarding the assets <strong>of</strong> the Company and for preventing and detecting fraud and other irregularities;<br />

and<br />

(iv) that the Annual Accounts have been prepared on a going concern basis.<br />

CORPORATE GOVERNANCE<br />

As per the requirement <strong>of</strong> Clause 49 <strong>of</strong> the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance<br />

has been annexed as part <strong>of</strong> the Annual Report.<br />

AUDITORS<br />

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the auditors <strong>of</strong> the Company are retiring at the conclusion <strong>of</strong> the ensuing<br />

Annual General Meeting and are eligible for reappointment.<br />

FIXED DEPOSITS<br />

There are no overdue or unclaimed deposits with the Company at the close <strong>of</strong> the year.<br />

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS<br />

AND OUTGO<br />

The information in accordance with the provisions <strong>of</strong> Section 217(1)(e) <strong>of</strong> the <strong>Companies</strong> Act, 1956, read with the <strong>Companies</strong> (Disclosure<br />

<strong>of</strong> Particulars in the Report <strong>of</strong> Board <strong>of</strong> Directors) Rules, 1988 is Annexed hereto.<br />

PARTICULARS OF EMPLOYEES<br />

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) <strong>of</strong> the <strong>Companies</strong><br />

Act, 1956 read with the <strong>Companies</strong> (Particulars <strong>of</strong> Employees) Rules, 1975.<br />

ACKNOWLEDGEMENT<br />

The Board expresses its grateful appreciation <strong>of</strong> the assistance and co-operation received from Central Government, State Government<br />

<strong>of</strong> Maharashtra, SICOM, MSEB all other Government agencies, ONGCL, OIL, Banks and Shareholders.<br />

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

For & on behalf <strong>of</strong> the Board<br />

Place : Gurgaon D. P. JINDAL<br />

Dated : 15th June, 2005<br />

Chairman<br />

ANNEXURE TO DIRECTORS' REPORT<br />

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF<br />

PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT<br />

FOR THE YEAR ENDED 31ST MARCH, 2005.<br />

A. CONSERVATION OF ENERGY<br />

a) Energy Conservation measures taken.<br />

1. Effective measures have been taken for reduction <strong>of</strong> fuel consumption by implementing change in operating parameters<br />

and recovering more heat from the furnace by changing the material loading pattern.<br />

2. The energy meters have been installed at different locations to improve the general awareness regarding power consumption<br />

at respective locations. The capacitor banks were splitted in zones for reducing power wastages in capacitor banks.<br />

3. Frequency variable drives have been introduced wherever motors are not fully loaded resulting reduction in power<br />

consumption.<br />

4. Furnace capacity has been properly utilized by bunching the Heat Treatment cycle tanks, loading pattern <strong>of</strong> furnace resulting<br />

increase in output & reduction <strong>of</strong> power and fuel consumption.<br />

5. Energy conservation in the form <strong>of</strong> using furnace oil instead <strong>of</strong> LDO to reduce the cost is already implemented at 14” mill<br />

and 7” mill.<br />

b) Additional investments and proposals, if any, being implemented for reduction <strong>of</strong> consumption<br />

<strong>of</strong> energy.<br />

Continuous measures are being taken for reduction <strong>of</strong> consumption <strong>of</strong> energy. The Company is using the alternate fuel LDO / FO<br />

which is an alternative source <strong>of</strong> fuel in place <strong>of</strong> HSD. During the year, no specific investment has been earmarked<br />

12


MAHARASHTRA SEAMLESS LIMITED<br />

c) Impact <strong>of</strong> measures at a&b above for reduction <strong>of</strong> energy consumption and consequent impact<br />

on the cost <strong>of</strong> production <strong>of</strong> the goods.<br />

The measures taken by the Company have resulted in substantial reduction <strong>of</strong> power and fuel consumption.<br />

d) Total energy consumption and energy consumption per unit <strong>of</strong> production.<br />

As per Form-A annexed.<br />

B. TECHNOLOGY ABSORPTION<br />

e) Efforts made in technology absorption are given as per Form - B annexed.<br />

C. FOREIGN EXCHANGE EARNINGS AND OUTGO<br />

f) Activities relating to exports; initiatives taken to increase exports; development <strong>of</strong> new export<br />

markets for products and services; and export plans.<br />

The Company's business does not directly result in physical exports but results in import substitution and conservation <strong>of</strong><br />

valuable foreign exchange.<br />

g) Total foreign exchange used and earned<br />

Used - Rs. 127.38 crore<br />

Earned * - Rs. 84.05 crore<br />

* Supplies to Oil Sector by the Company result in import substitution & consequent saving <strong>of</strong> substantial Foreign Exchange for<br />

the country.<br />

FORM A<br />

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO :<br />

CONSERVATION OF ENERGY<br />

A. POWER AND FUEL CONSUMPTION<br />

Particulars Year Ended Year Ended<br />

31.03.2005 31.03.2004<br />

1. Electricity Purchased<br />

Units (KWH in lacs)* 414.82 365.85<br />

Total Amount (Rs. in lacs) 1787.03 1605.71<br />

Rate Per Unit (Rs.) 4.31 4.39<br />

* Includes 100.82 lacs (previous year 93.49 lacs) units<br />

generated by Wind Power Project <strong>of</strong> the Company.<br />

2. Fuel Consumption<br />

a) LDO<br />

Quantity (KL) 15433.72 13263.00<br />

Total Amount (Rs.in lacs) 3146.64 2248.72<br />

Average Rate per KL (Rs.) 20388.07 16954.80<br />

b) HSD<br />

Quantity (KL) 279.40 275.67<br />

Total Amount (Rs. in lacs) 68.43 62.63<br />

Average Rate per KL (Rs.) 24491.35 22718.48<br />

c) LPG<br />

Quantity (MT) 692.26 526.74<br />

Total Amount (Rs. in lacs) 181.92 124.04<br />

Average Rate Per MT (Rs.) 26279.40 23549.39<br />

d) FURNACE OIL<br />

Quantity (MT) 890.46 -<br />

Total Amount (Rs. in lacs) 100.69 -<br />

Average Rate Per MT (Rs.) 11307.30 -<br />

3. Other / Internal generation / Wind Power<br />

(Kwh in lakhs) 108.77 96.79<br />

13


MAHARASHTRA SEAMLESS LIMITED<br />

B. CONSUMPTION PER UNIT OF PRODUCTION<br />

a) SEAMLESS PIPES (MT)<br />

Electricity (Units) 287.560 272.071<br />

LDO (KL) 0.126 0.117<br />

HSD (KL) 0.002 0.002<br />

LPG (MT) 0.006 0.005<br />

b) ERW PIPES (MT)<br />

Electricity (Units) 73.726 78.972<br />

HSD (KL) 0.001 0.001<br />

FORM B<br />

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO :<br />

RESEARCH AND DEVELOPMENT (R&D)<br />

1. Specific areas in which R&D carried out by the Company<br />

i) To improve the pipe quality a new concept <strong>of</strong> quencing by immersion type is under implementation.<br />

ii) R&D activities <strong>of</strong> the Company remained centered around the development <strong>of</strong> new products, improvement <strong>of</strong> existing products<br />

and processes, problem solving, cost reduction, pollution control, energy conservation.<br />

2. Benefits derived as a result <strong>of</strong> above R&D<br />

As a result <strong>of</strong> the R&D activities, new products were developed, existing products and process were improved and costs were<br />

reduced through energy conservation and savings in the use <strong>of</strong> materials.<br />

3. Future plan <strong>of</strong> action<br />

Concentration will remain in the development <strong>of</strong> new sizes and upgradation <strong>of</strong> the quality. The high priority will be given to the<br />

upgradation <strong>of</strong> technology, energy conservation, cost reduction and commission and establish the sizes for 14” Pipe Mill.<br />

4. Expenditure on R&D<br />

Expenditure on R&D is not separately allocated and identified.<br />

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION<br />

1. Efforts in brief made towards technology absorption, adaptation and innovation.<br />

The production / Quality Control department absorbs the technology received from the collaborators, adopting the same to local<br />

conditions and uses its own experience to effect improvements to the product and manufacturing process.<br />

2. Benefits derived as a result <strong>of</strong> the above efforts etc.<br />

Through above measures, the Company has continued to achieve product improvement / development, process improvement /<br />

development, commercialisation <strong>of</strong> technology, cost reduction, import substitution etc.<br />

3. In case <strong>of</strong> imported technology (Imported during the last 5 years reckoned from the beginning <strong>of</strong><br />

the financial year) prescribed information may be furnished:<br />

Sl. Technology Imported Year <strong>of</strong> Import Has Technolog If not fully absorbed,<br />

No. been fully areas where this<br />

absorbed has not taken place<br />

1 Technical know-how for machining, testing 2000 - 01 Yes Not applicable<br />

& otherwise forming threaded connections<br />

from M/s Hydril Company, USA.<br />

2 Technical know-how and process 2003 - 04 Implemented during 14” Hot Mill<br />

detail for plug mill and classical rellers<br />

the year<br />

were received from USA<br />

14


MAHARASHTRA SEAMLESS LIMITED<br />

CORPORATE GOVERNANCE REPORT<br />

The report on Corporate Governance as per requirement under Clause 49 <strong>of</strong> the Listing Agreement is given below :<br />

A. MANDATORY REQUIREMENTS<br />

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE<br />

The Company’s philosophy on the code <strong>of</strong> Corporate Governance is:<br />

(i) to ensure that adequate control systems exist to enable the Board to effectively discharge its responsibilities to all the stakeholders<br />

<strong>of</strong> the Company;<br />

(ii) to ensure that the decision making process is systematic rational;<br />

(iii) to ensure full commitment <strong>of</strong> the Management to maximize <strong>of</strong> shareholders value;<br />

(iv) to ensure that the employees <strong>of</strong> the Company subscribe to the corporate values and apply them in their conduct.<br />

2. BOARD OF DIRECTORS<br />

COMPOSITION AND CATEGORY<br />

The present strength <strong>of</strong> Board <strong>of</strong> Directors is 6 whose composition is given below :-<br />

- 1 Promoter, Executive Director<br />

- 1 Promoter, Non-executive Director<br />

- 4 Non-promoter, Independent, Non-executive Directors.<br />

The composition <strong>of</strong> Board <strong>of</strong> Directors and also number <strong>of</strong> other Board <strong>of</strong> Directors or Committees <strong>of</strong> the Board in which he is a<br />

member or Chairman are as under :-<br />

Name <strong>of</strong> Director Category <strong>of</strong> Directorship No. <strong>of</strong> Other No. <strong>of</strong> Other<br />

Directorships Committee <strong>of</strong> Board<br />

(other than Maharashtra<br />

Seamless Limited)<br />

Sh. D.P. <strong>Jindal</strong> Promoter, Non-executive 4 1<br />

Chairman<br />

Sh. Saket <strong>Jindal</strong> Promoter, Executive 2 -<br />

Managing Director<br />

Sh. U.C. Agarwal Independent, Non-executive 1 1<br />

Sh. D.K. Parikh Independent, Non-executive - -<br />

Sh. S.D. Sharma Independent, Non-executive - -<br />

Sh. H.K. Khanna Independent, Non-executive 2 2<br />

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING<br />

During the financial year ended 31st March, 2005, seven Board Meetings were held on 20th April, 2004, 27th May, 2004, 22nd July,<br />

2004, 20th September, 2004, 26th October, 2004, 20th January, 2005 and 11th February, 2005.<br />

15


MAHARASHTRA SEAMLESS LIMITED<br />

The attendance <strong>of</strong> each Director at the Board Meetings and the last Annual General Meeting was as under:<br />

Name <strong>of</strong> the Directors Board Meetings Attended Attendance at the last<br />

AGM held on 20.09.2004<br />

Sh. D.P. <strong>Jindal</strong> 5 Yes<br />

Sh. Saket <strong>Jindal</strong> 5 No<br />

Sh. U.C. Agarwal 6 No<br />

Sh. D.K. Parikh 6 Yes<br />

Sh. S.D. Sharma 6 No<br />

Sh. H.K. Khanna 7 Yes<br />

3. AUDIT COMMITTEE<br />

BROAD TERMS OF REFERENCE<br />

The terms <strong>of</strong> reference <strong>of</strong> this Committee covers the matters specified for Audit Committee under Clause 49 <strong>of</strong> the Listing Agreement<br />

as well as in Section 292A <strong>of</strong> the <strong>Companies</strong> Act, 1956.<br />

The terms <strong>of</strong> reference <strong>of</strong> Audit Committee include inter-alia the following:-<br />

- to review the quarterly, half-yearly and annual financial statements before submission to the Board for approval;<br />

- to discuss with Auditors about Internal Control System and to consider their observations and follow-up;<br />

- to ensure compliance <strong>of</strong> Internal Control System;<br />

- to investigate on any matter referred by the Board;<br />

- to make recommendation to the Board on any matter relating to the financial management <strong>of</strong> the Company, including the<br />

Audit Report.<br />

COMPOSITION<br />

The Audit Committee <strong>of</strong> the Company comprises 3 Directors <strong>of</strong> which all are Non-executive Directors, 2 are Independent Directors<br />

and 1 Promoter, Non-executive Director. All these Directors possess knowledge <strong>of</strong> Corporate Finance, Accounts and Company Law.<br />

The Chairman <strong>of</strong> the Committee is a Non-executive Independent Director nominated by the Board. The Statutory Auditors and<br />

Internal Auditors are also invitees to the meetings. The Company Secretary acts as a Secretary to the Committee.<br />

The minutes <strong>of</strong> the Audit Committee Meetings are noted by the Board <strong>of</strong> Directors at the subsequent Board Meeting.<br />

The constitution <strong>of</strong> the Audit Committee is as follows:<br />

Name <strong>of</strong> the Members<br />

Sh. U.C. Agarwal<br />

Sh. D.P. <strong>Jindal</strong><br />

Sh. H.K. KHANNA (w.e.f. 27.04.2005)<br />

Category<br />

Chairman, Independent, Non-executive<br />

Member, Promoter, Non-executive<br />

Member, Independent, Non-executive<br />

MEETINGS AND ATTENDANCE<br />

During the financial year ended 31st March, 2005, four Audit Committee Meetings were held on 20th April, 2004, 22nd July, 2004,<br />

26th October, 2004 and 20th January, 2005.<br />

The attendance at Audit Committee Meetings was as under :-<br />

Name <strong>of</strong> the Members<br />

INTERNAL AUDITORS<br />

The Company has appointed a firm <strong>of</strong> Chartered Accountants as Internal Auditors to review the internal control systems <strong>of</strong> the<br />

Company and to report thereon. The reports <strong>of</strong> the Internal Auditors are reviewed by the Audit Committee.<br />

16<br />

No. <strong>of</strong> Meetings Attended<br />

Sh. U.C. Agarwal 4<br />

Sh. D.P. <strong>Jindal</strong> 3<br />

Sh. S.D. Sharma (upto 27.04.2005) 4


MAHARASHTRA SEAMLESS LIMITED<br />

4. REMUNERATION OF DIRECTORS<br />

Details <strong>of</strong> remuneration paid to the Directors during the financial year ended 31st March, 2005<br />

(Rs.)<br />

Sl. No. Name <strong>of</strong> the Directors Salary Perquisites and Sitting Fee Total<br />

other benefits<br />

1 Sh. D.P. <strong>Jindal</strong> - - 20,000 20,000<br />

2 Sh. Saket <strong>Jindal</strong> 4,80,000 1,80,000 - 6,60,000<br />

3 Sh. U.C. Agarwal - - 25,000 25,000<br />

4 Sh. D.K. Parikh - - 15,000 15,000<br />

5 Sh. S.D. Sharma - - 25,000 25,000<br />

6 Sh. H.K. Khanna - - 17,500 17,500<br />

5. SHAREHOLDERS / INVESTORS SHARE TRANSFER CUM GRIEVANCE COMMITTEE<br />

FUNCTIONS<br />

The Board has constituted a Committee <strong>of</strong> three members under the Chairmanship <strong>of</strong> a Non-executive Director. The Committee<br />

meets generally twice a month, to approve inter-alia, transfer / transmission <strong>of</strong> shares, issue <strong>of</strong> duplicate share certificates and<br />

reviews the status <strong>of</strong> investors’ grievances and redressal mechanism and recommend measures to improve the level <strong>of</strong> investor<br />

services. Details <strong>of</strong> shares transfers/transmissions approved by the Committee are placed at the Board Meetings from time to time.<br />

COMPOSITION<br />

The constitution <strong>of</strong> the Committee <strong>of</strong> Directors is as under:-<br />

Name <strong>of</strong> the Members<br />

Sh. D.P. <strong>Jindal</strong><br />

Sh. Saket <strong>Jindal</strong><br />

Sh. H.K. Khanna (w.e.f.27.04.2005)<br />

Category<br />

Chairman, Promoter, Non-executive<br />

Member, Promoter, Executive<br />

Member, Independent, Non-executive<br />

Mr. S.D. Sharma was a member <strong>of</strong> the above Committee up to 27.04.2005<br />

COMPLIANCE OFFICER<br />

The Board has designated Shri Praveen Mudgal, Company Secretary as Compliance Officer.<br />

DETAILS OF SHAREHOLDERS’ COMPLAINTS RECEIVED & REPLIED TO THE SATISFACTION OF SHAREHOLDERS<br />

The Company received 208 complaints <strong>of</strong> shareholders through SEBI and Stock Exchanges, which were duly replied & attended.<br />

6. GENERAL BODY MEETINGS<br />

Location and time, where last three Annual General Meetings were held is given below:-<br />

Financial year Date Location <strong>of</strong> the Meeting Time<br />

2001-02 23rd September, 2002 Registered Office <strong>of</strong> the Company 12.30 P.M.<br />

at Pipe Nagar, Raigad<br />

2002-03 8th September, 2003 Registered Office <strong>of</strong> the Company 12.30 P.M.<br />

at Pipe Nagar, Raigad<br />

2003-04 20th September, 2004 Registered Office <strong>of</strong> the Company 11.30 A.M.<br />

at Pipe Nagar, Raigad<br />

An Extra Ordinary General Meeting was held on 22nd March, 2005 at 1.00 P.M. at the Registered Office <strong>of</strong> the Company at Pipe<br />

Nagar, Raigad.<br />

No Special Resolutions were put through postal ballot last year.<br />

17


MAHARASHTRA SEAMLESS LIMITED<br />

7. DISCLOSURES<br />

a. The Company has not entered into any transaction <strong>of</strong> material nature with the Promoters, Directors or Management, their<br />

subsidiaries or relatives that may have potential conflict with the interest <strong>of</strong> the Company at large. Transactions with related<br />

parties are being disclosed separately in the Annual Report.<br />

b. During the last three years, there were no strictures or penalties imposed either by SEBI or Stock Exchanges or any statutory<br />

authority for non-compliance <strong>of</strong> any matter related to the capital markets.<br />

8. MEANS OF COMMUNICATION<br />

The company’s financial results are forthwith communicated to all the Stock Exchanges with whom the Company has listing<br />

arrangements as soon as they are approved and taken on record by the Board <strong>of</strong> Directors <strong>of</strong> the Company. Thereafter the results<br />

are published in the leading newspapers, namely, Financial Express, Business Standard and Tarun Bharat.<br />

9. GENERAL SHAREHOLDERS INFORMATION<br />

Detailed information in this regard provided in the shareholders information section forms part <strong>of</strong> this Report.<br />

B<br />

NON-MANDATORY REQUIREMENTS<br />

1) CHAIRMAN OF THE BOARD<br />

The Company has a Non-executive Chairman and expenses incurred in performance <strong>of</strong> his duties are paid by the Company.<br />

2) REMUNERATION COMMITTEE<br />

The Company does not have any Remuneration Committee. There are six members in the Board and only Managing Director<br />

gets remuneration which is being approved by the Board <strong>of</strong> Directors and shareholders.<br />

3) SHAREHOLDERS RIGHTS<br />

As the Company’s Financial results are published in English newspapers having circulation all over India and in a Marathi<br />

newspaper widely circulated in Maharashtra, the same are not sent to each household <strong>of</strong> shareholders.<br />

4) POSTAL BALLOT<br />

The provisions relating to Postal Ballot will be complied with in respect <strong>of</strong> matters wherever applicable.<br />

SHAREHOLDERS INFORMATION<br />

Registered Office<br />

Date <strong>of</strong> Book Closure<br />

Dividend Payment Date<br />

: Pipe Nagar, Village Sukeli, N.H.17, B.K.G. Road,<br />

Taluka - Roha, Distt. Raigad, Maharashtra – 402 126<br />

Annual General Meeting : Date and Time : 9th September, 2005 at 11.30 A.M.<br />

Venue : Registered Office <strong>of</strong> the Company at<br />

Pipe Nagar, Village Sukeli, N.H.17, B.K.G. Road,<br />

Taluka-Roha, Distt.Raigad, Maharashtra – 402 126<br />

Financial Calendar (Tentative):<br />

* Financial reporting for the quarter ended 30th June, 2005 : July, 2005<br />

* Financial reporting for the quarter ending 30th September, 2005 : October, 2005<br />

* Financial reporting for the quarter ending 31st December, 2005 : January, 2006<br />

* Financial reporting for the quarter ending 31st March, 2006 : April, 2006<br />

: 1st September, 2005 to 9th September 2005 (both days inclusive)<br />

: 15th September, 2005 onwards<br />

Listing on Stock Exchanges :<br />

Equity Shares <strong>of</strong> the Company are listed on Stock Exchanges at Mumbai, NSE, Kolkata, Delhi and Chennai.<br />

Stock Code : BSE - 500265<br />

NSE - MAHSEAMLES<br />

NSDL / CDSL – ISIN - INE 271B01017<br />

BLOOMBERG - MHS@IN<br />

REUTERS - MHSM.BO<br />

18


MAHARASHTRA SEAMLESS LIMITED<br />

Stock Market Data<br />

The monthly high and low quotations <strong>of</strong> equity shares traded on BSE & NSE are as under :-<br />

B S E<br />

N S E<br />

MONTH HIGH (Rs) LOW (Rs) HIGH (Rs) LOW (Rs)<br />

April 2004 227.00 165.00 228.50 167.70<br />

May, 2004 218.00 172.25 220.00 167.10<br />

June 2004 200.00 182.75 200.00 180.00<br />

July 2004 213.90 190.85 212.00 189.10<br />

August 2004 249.00 195.00 220.00 194.50<br />

September 2004 236.50 202.05 250.00 202.00<br />

October 2004 264.00 217.05 264.00 218.25<br />

November 2004 275.00 230.10 272.00 236.00<br />

December 2004 340.00 253.50 345.00 254.10<br />

January 2005 323.35 263.10 323.00 265.00<br />

February 2005 375.00 297.00 367.85 297.10<br />

March 2005 365.00 312.00 353.80 312.50<br />

Share Performance Chart<br />

400<br />

350<br />

300<br />

250<br />

200<br />

150<br />

100<br />

500<br />

APR,04<br />

MAY,04<br />

JUNE,04<br />

JULY,04<br />

AUG,04<br />

SEP,04<br />

OCT,04<br />

NOV,04<br />

DEC,04<br />

JAN,05<br />

Price on BSE on the closing day <strong>of</strong> month<br />

FEB,05<br />

MAR,05<br />

Registrar and Share Transfer Agents:<br />

The Company has appointed Alankit Assignments Limited having its <strong>of</strong>fice at Alankit House, 2E/21, Jhandewalan Extension, New Delhi<br />

– 110 055 as Registrars & Transfer Agent for physical transfer and demat segment.<br />

Share Transfer System:<br />

Share transfer request received in physical form are registered within 15 days from the date <strong>of</strong> receipt and demat requests are normally<br />

confirmed within prescribed time on the date <strong>of</strong> receipt.<br />

Distribution <strong>of</strong> shareholding as on 31st March, 2005<br />

No.<strong>of</strong> Equity No.<strong>of</strong> % <strong>of</strong> No.<strong>of</strong> % <strong>of</strong><br />

Shares held Shareholders shareholders Shares held Shareholding<br />

Upto 500 21904 97.00 2634515 9.14<br />

501 to 1000 347 1.54 280374 0.97<br />

1001 to 2000 132 0.59 193292 0.67<br />

2001 to 3000 40 0.18 105532 0.37<br />

3001 to 4000 16 0.07 58153 0.20<br />

4001 to 5000 21 0.09 101533 0.35<br />

5001 to 10000 45 0.20 348534 1.21<br />

10001 and above 75 0.33 25100627 87.09<br />

GRAND TOTAL 22580 100.00 28822560 100.00<br />

19


MAHARASHTRA SEAMLESS LIMITED<br />

Shareholding Pattern as on 31st March, 2005<br />

CATEGORY No.<strong>of</strong> Shares held % Age <strong>of</strong> Holding<br />

A. Promoter’s holding 13,129,135 45.55<br />

B. Non-Promoters holding<br />

1. Institutional Investors<br />

Mutual Funds, UTI and Banks 2,169,765 7.53<br />

2. Others<br />

i. Private Corporate Bodies 9,408,047 32.64<br />

ii. Indian Public 3,594,199 12.47<br />

iii. NRIs / OCBs 521,414 1.81<br />

Sub-Total (B) 15,693,425 54.45<br />

Grand Total 28,822,560 100.00<br />

Dematerialisation <strong>of</strong> Shares and Liquidity<br />

About 31% <strong>of</strong> the shares have been dematerialized as on 31st March, 2005. The Company’s shares are compulsorily traded in dematerialized<br />

form.<br />

The equity shares <strong>of</strong> the Company are actively traded on BSE and NSE.<br />

Outstanding GDR / Warrants and Convertible Bonds, conversion date and likely impact on equity:<br />

There is no outstanding GDR / Warrants and Convertible Bonds etc.<br />

Plant Locations:<br />

1. Seamless & ERW Pipes : Pipe Nagar, Village Sukeli,<br />

N.H.17, B.K.G. Road, Taluka-Roha,<br />

Distt.Raigad – 402 126, Maharashtra<br />

2. Wind Power : Village Nivkane, Taluka Patan,<br />

District Satara, Maharashtra<br />

For any assistance regarding dematerialisation <strong>of</strong> shares, share transfers, transmissions, change <strong>of</strong> address and any other query relating<br />

to the shares <strong>of</strong> the Company, please write to Company or Registrar and Transfer Agent at :<br />

Alankit Assignments Limited,<br />

Alankit House,<br />

2E/21, Jhandewalan Extension, New Delhi- 110 055<br />

Phone : 011-51540060 – 63<br />

Fax : 011-51540064<br />

E-mail : rta@alankit.com<br />

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.<br />

20


AUDITORS’ CERTIFICATE<br />

To The Members <strong>of</strong><br />

Maharashtra Seamless Limited<br />

We have examined the compliance <strong>of</strong> conditions <strong>of</strong> Corporate Governance by Maharashtra Seamless Limited, for the year ended on<br />

31st march 2005, as stipulated in Clause 49 <strong>of</strong> the Listing Agreement <strong>of</strong> the said company with stock exchange(s).<br />

The compliance <strong>of</strong> conditions <strong>of</strong> the Corporate Governance is the responsibility <strong>of</strong> the management. Our examination was limited to<br />

procedures and implementation there<strong>of</strong>, adopted by the Company for ensuring the compliance <strong>of</strong> the conditions <strong>of</strong> the Corporate<br />

Governance. It is neither an audit nor an expression <strong>of</strong> opinion on the financial statements <strong>of</strong> the Company.<br />

In our opinion and to the best <strong>of</strong> our information and according to the explanation given to us, we certify that the Company has complied<br />

with the conditions <strong>of</strong> Corporate Governance as stipulated in Clause 49 <strong>of</strong> the said Listing Agreement.<br />

As required by the Guidance Note issued by the Institute <strong>of</strong> Chartered Accountants <strong>of</strong> India we have to state that in respect <strong>of</strong> investor<br />

grievances received during the year ended 31st march 2005, no investor grievance are pending against the Company exceeding one<br />

month as per record maintained by the Company which are presented to the shareholder / investor Grievance Committee.<br />

We further state that such compliance is neither an assurance as to the future viability <strong>of</strong> the Company, nor the efficiency or effectiveness<br />

with which the management has conducted the affairs <strong>of</strong> the Company.<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

Place : New Delhi<br />

Dated : 15th June, 2005<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

21


MAHARASHTRA SEAMLESS LIMITED<br />

MANAGEMENT DISCUSSION AND ANALYSIS<br />

Maharashtra Seamless enjoys leadership in Seamless Pipe industry, a higher and Capital intensive and technology driven industry. The<br />

company enjoys enviable position in all segments <strong>of</strong> Seamless and ERW Pipes industry with a limited domestic competition.<br />

Both Seamless and Higher Dia ERW Pipes find major applications in Hydrocarbon and Infrastructure sectors. Besides, the products also<br />

find applications in various other Industries such as Fertilizers, Boilers, Automotives and General Engineering.<br />

The company also has 20 Wind Mills aggregating to 7 MW capacity for captive consumption, which accounts for 26% <strong>of</strong> its total power requirement.<br />

Oil & Gas Sector is heading for robust growth in both domestic as well as international market, which would result in substantial growth<br />

for Pipes and Tubes Industry. Besides, the spurt in infrastructure sector would further augment demand for Seamless and ERW Pipes.<br />

In Oil & Gas Sector, apart from laying Cross Country Linepipes, Exploration and Drilling activities are witnessing an unprecedented growth<br />

in both domestic as well as international market. Recent discoveries <strong>of</strong> Natural Gas on East Coast will necessitate laying <strong>of</strong> pipe lines<br />

from the East Coast to major demand centers in rest <strong>of</strong> the country. It is expected that the country’s pipes line net work will get doubled<br />

from the one existing over the next five years. Pipelines are the most cost effective mode <strong>of</strong> transportation, globally, for petroleum products.<br />

Further domestic refining capacity is also expected to increase, which will boost the demand for pipes. Strong growth expected in<br />

Infrastructure and Power sectors would also be one <strong>of</strong> the growth driver for seamless pipes industry. The boom witnessed in construction<br />

and housing sector will further lead to substantial demand for the ERW Pipes.<br />

Besides catering to Indian market, the products <strong>of</strong> the Company are being exported to USA, Kuwait, Bangladesh, Singapore, Australia, Indonesia,<br />

Dubai, Myanmar, Mauritius, Iran, Saudi Arabia and African Region among others. The trend <strong>of</strong> growth in international markets is likely to go up further.<br />

Healthy cash accruals coming from steady growth in business and increase in revenues with conservative debt policies have enabled<br />

the company to have one <strong>of</strong> the highest credit ratings that are amongst the best in the Industry. Both Credit Rating agencies viz. CRISIL<br />

and FITCH have awarded AA Rating with a positive stable outlook to the company for its long term debt programme.<br />

OPPORTUNITIES & THREATS<br />

With more focus being given to Oil & Gas sector by the Govt. <strong>of</strong> India, the demand from this sector is likely to boost further. Apart from<br />

that, there is also huge export potential <strong>of</strong> seamless pipes in the global market. With the completion <strong>of</strong> expansion project, the company<br />

has rightly poised itself to meet growing demand <strong>of</strong> its product in both India and International Market. The strong growth expected in<br />

Infrastructure and other allied sectors would also push up and provide substantial boost to Seamless Pipes industry. Boom in Power,<br />

Water supply, Construction and Housing sector will further lead to substantial demand for the Company’s Seamless and ERW Pipes.<br />

Competition from international players may pose some pricing pressures for the company’s products. Reduction in Import Duty on pipes<br />

and tubes may also affect margins for the Company.<br />

Company’s margins are dependent on steel price movements. Any steep increase in Input costs may affect operating margins adversely.<br />

The company is currently implementing its backward integration project <strong>of</strong> manufacturing round steel billets. This would not only insulate<br />

the company against any price escalation risk on its input, but would also assure regular supplies <strong>of</strong> right quality <strong>of</strong> billets for its seamless plant.<br />

FUTURE OUTLOOK<br />

Hydrocarbon Sector is one <strong>of</strong> the largest consumer <strong>of</strong> Seamless Pipes in India as well as in international market. The outlook for the sector is<br />

strongly linked to growth in Exploration and Production (E&P) activities in both domestic and international market which is being driven up by<br />

strong crude oil prices. The company expects crude oil prices to remain high in the near future, which will push up the demand for its products.<br />

Demand in domestic market is, however, relatively insulated from crude oil price movements, as there is currently significant low levels <strong>of</strong> domestic<br />

production <strong>of</strong> oil and gas. This has prompted GOI to focus on self reliance in Oil and Gas sector by inviting private players as well.<br />

Apart from E&P activity, there is also significant interest in deep sea drilling. Continuous high crude oil prices are spurring players like<br />

ONGC, Reliance industries etc. to make substantial investments in deepwater drilling. Moreover, strong growth expected in Infrastructure,<br />

power, construction and housing sector will only lead to substantial demand. With the completion <strong>of</strong> its higher dia seamless plant, the<br />

Company is well positioned to meet the growing requirement <strong>of</strong> the market.<br />

SEGMENT-WISE PERFORMANCE<br />

The Company has primarily three segments – Seamless, ERW and Wind Power. All the three segments contribute positively to the<br />

pr<strong>of</strong>itability. Seamless Pipes Division constitutes 65% <strong>of</strong> turnover <strong>of</strong> the Company. The contribution <strong>of</strong> the Seamless Pipes Division is<br />

over 78% <strong>of</strong> the total Pr<strong>of</strong>it Before Tax. ERW Division, constitutes around 34% <strong>of</strong> turnover <strong>of</strong> the company. 7 MW Wind Power Project<br />

<strong>of</strong> the Company is meeting around 26% <strong>of</strong> Power requirement and has helped in reducing over all cost <strong>of</strong> power. The company is also<br />

enjoying various fiscal incentives from the state <strong>of</strong> Maharashtra.<br />

22


MAHARASHTRA SEAMLESS LIMITED<br />

FINANCIAL PERFORMANCE<br />

During the year the company has shown commendable growth. Turnover <strong>of</strong> the company increased to Rs. 879 crore from Rs. 569 crore in<br />

the previous year – a growth <strong>of</strong> 54%. The pr<strong>of</strong>it before tax for the year was Rs. 126 crore as against Rs. 105 crore in the previous year<br />

showing a growth <strong>of</strong> 20%. The pr<strong>of</strong>it after tax & adjustments for the year had been Rs. 85 crore as against Rs. 72 crore in the previous year.<br />

FINANCE COST<br />

The interest and finance charges for the year ended 31st March, 2005 were Rs. 3.81 crore as against Rs. 1.97 crore in the previous years.<br />

SHARE CAPITAL<br />

Share Capital <strong>of</strong> the company comprises Equity Share Capital <strong>of</strong> Rs. 28.82 crore. The Authorised share capital <strong>of</strong> the Company has been<br />

increased form Rs. 55 Crore to Rs. 60 Crore by addition <strong>of</strong> 50 lac equity shares <strong>of</strong> Rs.10/- each.<br />

RESERVES & SURPLUS<br />

Reserves & Surplus <strong>of</strong> the Company were Rs. 284 crore as on 31st March, 2005 as against Rs. 215 crore as on 31st March, 2004.<br />

EARNING PER SHARE<br />

Earning per share for the financial year 2004-05 improved to Rs. 29.54 from Rs 23.72 in the previous year.<br />

MAHARASHTRA SEAMLESS’S APPROACH TO BUSINESS<br />

MSL’s Vision is to;<br />

* Maintain & strengthen leadership position in Seamless Industry with continued focus on innovation and value addition.<br />

* A highly respected industry leader with which all stakeholders are proud to be associated. Constantly endeavour to make all its<br />

stakeholders and customers to be proud <strong>of</strong> their association with the company.<br />

All manufacturers provide some form <strong>of</strong> value to their customers – MSL aspires to be the partner <strong>of</strong> choice for its Seamless and ERW<br />

pipe customers through adding extra value to its customers than other competitors.<br />

MSL has a wide range <strong>of</strong> stakeholders including its shareholders, the investment community, customers, suppliers, employees & their<br />

families and the local community within which its operation are situated. MSL always strives to make all its stakeholders proud <strong>of</strong> their<br />

relationship with the company.<br />

Business strategy that will take the company towards its Vision is :<br />

* Deliver better value products to customers<br />

* “Solution partnership strategy” through proactive approach towards customers<br />

* Constant upgradation <strong>of</strong> technology so as to expand product applications and highest quality standards. The only true and ultimate<br />

measure <strong>of</strong> MSL’s success is the extent to which it improves the business performance <strong>of</strong> its customers. The way in which MSL<br />

strives to achieve this is through its “Solutions Partner strategy” wherein MSL and its customers:<br />

* Work in partnership to address performance improvement opportunities <strong>of</strong> highest priority to the customer.<br />

* Combine customer’s expertise with MSL’s proprietary technology, process and product application knowledge.<br />

In addition to its Vision and Business Strategy , at the core <strong>of</strong> MSL’s approach to business is:<br />

AN ORGANISATONAL CULTURE BASED ON KEY VALUES<br />

All MSL employees strive to “live’ the company’s set <strong>of</strong> values :<br />

1. Customer Always First – everyone owns customer satisfaction and strives to deliver it.<br />

2. High Performance – an ambitious organization in which everyone aspires for excellence.<br />

3. Employee Focus – an organization that provides fulfillment, stretch and development for its employees.<br />

4. Responsiveness – employees respond with speed, proactiveness and a sense <strong>of</strong> urgency to satisfy external and internal customers.<br />

5. Team- working – our collective knowledge and experience when harnessed through strong team-working results in higher<br />

performance and customer satisfaction.<br />

6. Empowerment – decentralization and delegation supports faster and better decision making.<br />

23


MAHARASHTRA SEAMLESS LIMITED<br />

7. Lead by Example – set standards and bench mark for the industry .<br />

8. Deliver the Promise - a commitment made is a personal promise to be delivered on-time and first-time right.<br />

9. Continuous Improvement – pursuit <strong>of</strong> excellence and highest standards <strong>of</strong> quality through learning, innovation and the search<br />

for best practice is a journey without end.<br />

10. Safety, Health and the Environment – protection <strong>of</strong> the health and safety <strong>of</strong> all people who have a relationship with MSL<br />

is critical. MSL must ensure that its activities have no negative impact on the environment in which its products are manufactured<br />

or used. Infact through various local community programmes MSL continues to provide better quality <strong>of</strong> life to surroundings.<br />

TOTAL QUALITY MANAGEMENT<br />

The very foundation <strong>of</strong> MSL’s activities is Total Quality Management. TQM means that all employees strive for excellence in every aspect <strong>of</strong><br />

the company’s operations. MSL is an organization constantly seeking better ways <strong>of</strong> doing things to improve quality, efficiency and to reduce<br />

cost and thereby ultimately to provide greater customer satisfaction. TQM will be part <strong>of</strong> every activity and every process that the company<br />

operates, an integral part <strong>of</strong> the way that every employee works. The Company is accredited to the international ISO :9001 :2000 standards.<br />

KEY FEATURES OF THE COMPANY’S PERFORMANCE DURING THE YEAR WERE:<br />

* Record turnover and pr<strong>of</strong>its.<br />

* Continued focus on cost effectiveness<br />

* Prudent management <strong>of</strong> working capital.<br />

* Strong cash generation, thereby making sufficient provision for future capital investments, enabled the company to reward its<br />

shareholders with record dividends.<br />

INTERNAL CONTROL SYSTEMS<br />

The company has strong systems <strong>of</strong> internal controls and procedures commensurate with the size and nature <strong>of</strong> its business. These<br />

procedures are designed to ensure the following :<br />

* that all assets and resources are optimized, used efficiently and are adequately protected.<br />

* that all internal policies and statutory guidelines are complied with.<br />

* Transparency and timely reporting <strong>of</strong> financial reports and management information.<br />

All internal audit reports and progress in implementing any matters arising from them are reviewed by the Audit Committee <strong>of</strong> the Board.<br />

HUMAN RESOURCES<br />

During the year company has added new qualified pr<strong>of</strong>essionals and also maintained high motivation through teamwork, collaboration<br />

and multi skill development opportunities i.e. being able to contribute to all parts <strong>of</strong> the production process.<br />

At the very heart <strong>of</strong> MSL’s success and its ability to deliver customer satisfaction is the considerable skill and motivation <strong>of</strong> its employees.<br />

On behalf <strong>of</strong> all the company’s stakeholders who benefit from the hard work <strong>of</strong> the employees, the Board would like to express its sincere<br />

appreciation and gratitude.<br />

ENVIRONMENT CONSCIOUSNESS<br />

The Company is conscious <strong>of</strong> its responsibility towards creating, maintaining and ensuring a safe and clean environment. Strict adherence<br />

to all regulatory requirements and guidelines is maintained continuously. The Company stresses strict compliance with all applicable rules<br />

and regulations and therefore takes measures on continuous basis for effective implementation <strong>of</strong> environment management system with<br />

focus on minimization <strong>of</strong> water resource utilization, reduction in energy consumption & waste generation and other environment friendly<br />

measures. The Company also takes continuous measures for social development by catering to the basic needs <strong>of</strong> health, education,<br />

supply <strong>of</strong> water to nearby villages, housing for staff and labour and creating employment opportunities.<br />

24


AUDITORS’ REPORT<br />

To The Members <strong>of</strong><br />

Maharashtra Seamless Limited<br />

We have audited the attached Balance Sheet <strong>of</strong> M/S MAHARASHTRA SEAMLESS LIMITED as at 31st March 2005 and also the annexed<br />

Pr<strong>of</strong>it and Loss Account and the Cash Flow Statement for the year ended on that date (together referred to as ‘financial statements’).<br />

These financial statements are the responsibility <strong>of</strong> the Company’s management. Our responsibility is to express an opinion on these<br />

financial statements based on our audit.<br />

We have conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we<br />

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free <strong>of</strong> material misstatement.<br />

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also<br />

includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall<br />

financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

As required by the <strong>Companies</strong> (Auditor’s Report) Order, 2003, issued by the Central Government <strong>of</strong> India in terms <strong>of</strong> Section 227(4A),<br />

<strong>of</strong> the <strong>Companies</strong> Act 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 <strong>of</strong> the said order.<br />

Further to our comments in the Annexure referred to above, we report that :<br />

a) We have obtained all the information and explanations which to the best <strong>of</strong> our knowledge and belief were necessary for the purposes<br />

<strong>of</strong> our audit.<br />

b) In our opinion proper books <strong>of</strong> account as required by law have been kept by the Company so far as appears from our examination<br />

<strong>of</strong> such books.<br />

c) The Balance Sheet, Pr<strong>of</strong>it & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books <strong>of</strong><br />

account.<br />

d) In our opinion, the Balance Sheet, Pr<strong>of</strong>it and Loss Account and Cash flow Statement dealt with by this report have been prepared<br />

in compliance with the Accounting standards referred to in Sub Section (3C) <strong>of</strong> Section 211 <strong>of</strong> the <strong>Companies</strong> Act, 1956.<br />

e) On the basis <strong>of</strong> the written representations received from the directors and taken on record by the Board <strong>of</strong> Directors, we report<br />

that none <strong>of</strong> the said directors are disqualified as on 31st March 2005, from being appointed as directors in terms <strong>of</strong> clause (g) <strong>of</strong><br />

sub-section (1) <strong>of</strong> Section 274 <strong>of</strong> the <strong>Companies</strong> Act, 1956.<br />

f) In our opinion and to the best <strong>of</strong> our information and according to the explanations given to us, the said financial statements read<br />

together with significant accounting policies and notes thereon in Schedule ‘20’ give the information required by the <strong>Companies</strong> Act,<br />

1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:<br />

i. In the case <strong>of</strong> Balance Sheet, <strong>of</strong> the state <strong>of</strong> affairs <strong>of</strong> the Company as at 31st March, 2005 and,<br />

ii.<br />

iii.<br />

In the case <strong>of</strong> the Pr<strong>of</strong>it & Loss Account, <strong>of</strong> the Pr<strong>of</strong>it <strong>of</strong> the Company for the year ended on that date.<br />

In case <strong>of</strong> the Cash Flow Statement, <strong>of</strong> the cash flows for the year ended on that date.<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

Place : New Delhi<br />

Dated : 15th June, 2005<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

25


ANNEXURE TO AUDITORS’ REPORT OF MAHARASHTRA SEAMLESS LIMITED<br />

(Annexure referred to in our report <strong>of</strong> even date)<br />

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation <strong>of</strong> fixed assets.<br />

(b) The company has a phased programme <strong>of</strong> physical verification <strong>of</strong> its fixed assets which, in our opinion, is reasonable having<br />

regard to the size <strong>of</strong> the Company and the nature <strong>of</strong> its assets. As explained to us, the management during the year has<br />

physically verified all the fixed assets <strong>of</strong> the Company and no material discrepancies between the book records and the physical<br />

verification were noticed on such verification.<br />

(c) Fixed assets disposed <strong>of</strong>f during the year, were not substantial and, therefore, it does not affect the going concern assumption.<br />

2. (a) As explained to us, the inventories <strong>of</strong> finished goods, semi finished goods, stores, spare parts and raw materials except raw<br />

material in transit, lying with the third parties, have been physically verified by the management during the year. In our opinion,<br />

the frequency <strong>of</strong> verification is reasonable.<br />

(b) In our opinion and according to the information and explanations given to us, the procedure <strong>of</strong> physical verification <strong>of</strong> inventories<br />

followed by the management are reasonable and adequate in relation to the size <strong>of</strong> the company and the nature <strong>of</strong> its business.<br />

(c) The company has maintained proper records <strong>of</strong> inventories. As explained to us, there were no material discrepancies noticed<br />

on physical verification <strong>of</strong> inventory as compared to the book records.<br />

3. In respect <strong>of</strong> loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in<br />

the register maintained under section 301 <strong>of</strong> the <strong>Companies</strong> Act, 1956:<br />

(a) The company has granted loans to one Company. The maximum amount involved during the year was Rs. 353,597,327/- and<br />

the year-end balance <strong>of</strong> loan granted to such company was Rs. 10,599,636/-. The company has taken loan from two companies.<br />

The maximum amount involved during the year was Rs. 535,205,307/-and the year end balance <strong>of</strong> loan taken from such<br />

companies was Rs.21,385,591/-.<br />

(b) In our opinion and according to the information and explanations given to us, the rate <strong>of</strong> interest and other terms and conditions<br />

are not prima facie prejudicial to the interest <strong>of</strong> the company.<br />

(c) In respect <strong>of</strong> loans granted by the company the interest payments are regular and the principal amounts are being received<br />

/renewed on the due dates. In respect <strong>of</strong> loans taken by the company, the interest payments are regular and the principal<br />

amount is repayable on demand.<br />

(d) There is no overdue amount in respect <strong>of</strong> the above loans.<br />

4. In our opinion, there is an adequate internal control procedure commensurate with the size <strong>of</strong> the Company and the nature <strong>of</strong> its<br />

business for the purchase <strong>of</strong> stores, raw material including components, plant and machinery, equipment and other assets, and for<br />

the sale <strong>of</strong> goods. Further, on the basis <strong>of</strong> our examination <strong>of</strong> the books and records <strong>of</strong> the company in accordance with the generally<br />

accepted auditing practices, we have neither come across, nor have we been informed the existence <strong>of</strong> major weakness in the<br />

internal control procedures and systems.<br />

5. (a) As per the audit procedures applied by us, and according to the information and explanations given to us by the management,<br />

the transactions which are required to be entered in the register maintained under section 301 <strong>of</strong> the Act have been so entered.<br />

(b) As per the audit procedures applied by us and as per the information and explanations given to us, with respect to the<br />

transactions as entered in the register maintained under section 301, exceeding the value <strong>of</strong> five lac rupees in respect to any<br />

party during the financial year, the prices at which these have been made are reasonable having regard to the prevailing,<br />

market prices at that time.<br />

6. According to the information and explanations given to us, the company has not accepted any deposits during the year from the<br />

public within the provisions <strong>of</strong> Section 58A & 58AA <strong>of</strong> the <strong>Companies</strong> Act, 1956 and the <strong>Companies</strong> (Acceptance <strong>of</strong> Deposit) rules<br />

1975 have been complied with.<br />

7. In our opinion the company has an internal audit system commensurate with the nature and size <strong>of</strong> its business.<br />

8. We have broadly reviewed the cost records maintained by the company pursuant to the order made by the Central Government<br />

for the maintenance <strong>of</strong> cost records, u/s 209(1)(d) <strong>of</strong> the <strong>Companies</strong> Act, 1956 and are <strong>of</strong> opinion that prima –facie the prescribed<br />

records and accounts have been maintained by the company. However, we have not made a detailed examination <strong>of</strong> these records<br />

to verify whether they are accurate or complete.<br />

9. (a) The company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection<br />

Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth-tax, Custom Duty, Excise Duty, Cess and other statutory<br />

dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed<br />

amounts payable in respect <strong>of</strong> the aforesaid dues were outstanding as at 31st March 2005 for a period <strong>of</strong> more than six months<br />

from the date <strong>of</strong> becoming payable.<br />

26


(b)<br />

According to the information and explanations given to us, details <strong>of</strong> dues <strong>of</strong> income tax, Sales tax, Custom Duty, Wealth Tax,<br />

Excise Duty and Cess which have not been deposited as on 31st March, 2005 on account <strong>of</strong> any dispute are given below :<br />

Name <strong>of</strong><br />

the Statue<br />

Sale Tax Act<br />

Income Tax Act<br />

1961<br />

Centarl Excise &<br />

Customs act<br />

Nature <strong>of</strong> Dues<br />

Demand for<br />

Sales Tax<br />

Demand for<br />

Tax Liability<br />

Demand for<br />

Excise Duty<br />

Amount<br />

(Rs. in Lacs)<br />

4.48 (Out <strong>of</strong> the above<br />

Rs. 2.00 lacs have<br />

been deposited)<br />

264.37 (Out <strong>of</strong> the<br />

above Rs. 75.00 lacs<br />

have been deposited)<br />

Period <strong>of</strong> which the<br />

amount relates<br />

Forum where<br />

dispute is pending<br />

1992-1993 Maharashtra Sales Tax<br />

Authority (Appellate Tribunal)<br />

2001- 2002 CIT (Appeal),<br />

New Delhi<br />

9.06 Jan. 98 To June 98 Commissioner Appeal<br />

6.73 May 98 To Feb. 99 Commissioner Appeal<br />

0.84 Feb. 99 To March 99 Asst. Commissioner<br />

2.42 Dec.99 CESTAT<br />

6.30 Sept. 99 To March 03 Joint Commissioner<br />

5.03 April 00 To July 00 CESTAT<br />

1.79 Dec. 00 To March 03 Asst. Commissioner<br />

3.74 May 00 To Aug. 01 CESTAT<br />

13.18 Jan. 01 To Nov.01 Commissioner Appeal<br />

0.37 Oct. 02 Asst. Commissioner<br />

0.32 April 03 To Aug. 03 CESTAT<br />

10. There are no accumulated losses as at the end <strong>of</strong> the year. There are no cash losses during the financial year and the immediately<br />

preceding financial year.<br />

11. According to the information and explanations given to us and as per the books <strong>of</strong> accounts examined by us, the company has not<br />

defaulted in the repayment <strong>of</strong> dues to the financial institutions / banks.<br />

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis <strong>of</strong><br />

security by way <strong>of</strong> pledge <strong>of</strong> shares, debentures and other securities.<br />

13. In our opinion, the company is not a Chit Fund/Nidhi/Mutual Fund/ Society. Therefore, clause 4(xiii) <strong>of</strong> the <strong>Companies</strong> (Auditor’s<br />

Report) Order 2003 is not applicable to the company.<br />

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the<br />

provisions <strong>of</strong> clause 4(xiv) <strong>of</strong> the <strong>Companies</strong> (Auditors Report) Order, 2003 are not applicable to the Company.<br />

15. According to the information and explanations given to us, the Company has not given any guarantees against loans taken by others<br />

from banks & financial institutions.<br />

16. In our opinion, the terms loans availed by the Company during the year have been applied for the purpose for which they were<br />

obtained.<br />

17. According to the information and explanations given to us and as per the books and records examined by us, as on the date <strong>of</strong><br />

balance sheet, the funds raised by the Company on short-term basis have not been applied for long-term investments and vice<br />

versa.<br />

18. According to the information and explanations given to us, during the period covered by our audit report, the Company has not made<br />

any preferential allotment <strong>of</strong> shares to parties and <strong>Companies</strong> covered in the register maintained under section 301 <strong>of</strong> the <strong>Companies</strong><br />

Act, 1956.<br />

19. The company does not have any debentures outstanding, as on the Balance Sheet date, hence, the clause 4(xix) <strong>of</strong> the order is<br />

not applicable.<br />

20. The company has not raised any money through the public issue during the year. Accordingly, clause 4(xx) <strong>of</strong> the order is not<br />

applicable.<br />

21. According to the information and explanations given to us, and on the basis <strong>of</strong> our examination <strong>of</strong> the books and records <strong>of</strong> the<br />

company carried out in accordance with the generally accepted auditing practices in India, we have not come across any such<br />

instance <strong>of</strong> fraud on or by the company, noticed and reported during the year.<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

Place : New Delhi<br />

Dated : 15th June, 2005<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

27


MAHARASHTRA SEAMLESS LIMITED<br />

BALANCE SHEET<br />

I. SOURCES OF FUNDS<br />

1. Shareholders’ Funds<br />

a) Share Capital 1 288,225,600 288,225,600<br />

b) Reserves and Surplus 2 2,839,855,999 2,152,735,917<br />

2. Loan Funds<br />

3,128,081,599 2,440,961,517<br />

a) Secured Loans 3 374,122,366 172,884,355<br />

b) Unsecured Loans 4 731,390,818 1,098,534,170<br />

1,105,513,184 1,271,418,525<br />

3. Deferred Tax Liabilities 342,272,000 256,329,000<br />

TOTAL 4,575,866,783 3,968,709,042<br />

II. APPLICATION OF FUNDS<br />

1. Fixed Assets 5<br />

a) Gross Block 2,868,857,483 1,521,046,512<br />

Less : Depreciation 577,615,558 473,830,785<br />

Net Block 2,291,241,925 1,047,215,727<br />

b) Capital work in progress 407,923,683 1,149,827,377<br />

2,699,165,608 2,197,043,104<br />

2. Investments 6 192,977,500 256,533,800<br />

3. Current Assets, Loans & Advances<br />

a) Inventories 7 1,330,875,185 855,143,791<br />

b) Sundry Debtors 8 961,951,775 709,608,117<br />

c) Cash and Bank Balances 9 42,856,021 27,995,841<br />

d) Loans and Advances 10 169,465,460 494,173,285<br />

2,505,148,441 2,086,921,034<br />

Less : Current Liabilities & Provisions 11 821,424,766 571,788,896<br />

Net Current Assets 1,683,723,675 1,515,132,138<br />

TOTAL 4,575,866,783 3,968,709,042<br />

Significant Accounting Policies & Notes on Accounts 20<br />

As per our report <strong>of</strong> even date attached<br />

Schedules As At As At<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

Place : Gurgaon<br />

Dated : 15th June, 2005<br />

Praveen Mudgal<br />

Company Secretary<br />

For & on Behalf <strong>of</strong> the Board<br />

D.P. <strong>Jindal</strong><br />

Chairman<br />

Saket <strong>Jindal</strong><br />

Manging Director<br />

U.C. Agarwal<br />

D.K. Parikh<br />

H.K. Khanna<br />

28


MAHARASHTRA SEAMLESS LIMITED<br />

PROFIT & LOSS ACCOUNT<br />

INCOME<br />

Sales & Income From Operations 12 8,672,447,680 5,552,935,376<br />

Less : Excise Duty 978,298,513 640,136,593<br />

Net Sales & Income From Operations 7,694,149,167 4,912,798,783<br />

Other Income 13 120,355,205 137,161,239<br />

Increase in Stock 14 332,617,028 55,829,661<br />

8,147,121,400 5,105,789,683<br />

EXPENDITURE<br />

Materials, Manufacturing & Operating Expenses 15 6,503,571,929 3,736,547,950<br />

Employees’ Remuneration & Benefits 16 105,945,249 86,501,029<br />

Administrative Expenses 17 47,909,587 36,065,958<br />

Selling & Distribution Expenses 18 84,179,363 106,360,747<br />

Interest & Financial Charges 19 38,133,308 19,719,082<br />

Depreciation 104,951,969 69,849,106<br />

6,884,691,405 4,055,043,872<br />

Pr<strong>of</strong>it before tax 1,262,429,995 1,050,745,811<br />

Provision for taxation - Current 327,700,000 333,100,000<br />

- Deferred 85,943,000 3,063,000<br />

Pr<strong>of</strong>it after tax 848,786,995 714,582,811<br />

Prior period adjustments / Tax Provision Written Back 2,657,707 2,898,145<br />

Pr<strong>of</strong>it after tax and adjustment 851,444,702 717,480,956<br />

Balance brought forward from previous year 132,048,701 122,775,751<br />

Pr<strong>of</strong>it available for appropriation 983,493,403 840,256,707<br />

APPROPRIATIONS<br />

Schedules Year Ended Year Ended<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

Transfer to Capital Redemption Reserve - 144,112,800<br />

Dividends<br />

- Interim (Declared subsequent to the year end) - 72,056,400<br />

- 10 % Redeemable Cumulative Preference Shares (Paid / Proposed) - 13,702,529<br />

- Proposed on Equity Shares 144,112,800 43,233,840<br />

Tax on Dividends<br />

- Interim - 9,232,226<br />

- 10 % Redeemable Cumulative Preference Shares (Paid / Proposed) - 20,220,089<br />

- Proposed on Equity Shares 20,211,820 5,650,122<br />

Transfer to General Reserve 650,000,000 400,000,000<br />

Balance carried to Balance Sheet 169,168,783 132,048,701<br />

983,493,403 840,256,707<br />

Earning Per Share (Basic / Diluted) 29.54 23.72<br />

Significant Accounting Policies & Notes on Accounts 20<br />

As per our report <strong>of</strong> even date attached<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

Place : Gurgaon<br />

Dated : 15th June, 2005<br />

Praveen Mudgal<br />

Company Secretary<br />

For & on Behalf <strong>of</strong> the Board<br />

D.P. <strong>Jindal</strong><br />

Chairman<br />

Saket <strong>Jindal</strong><br />

Manging Director<br />

U.C. Agarwal<br />

D.K. Parikh<br />

H.K. Khanna<br />

29


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS<br />

SCHEDULE : 1<br />

As At<br />

As At<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

SHARE CAPITAL<br />

Authorised<br />

40,000,000 (Previous Year - 35,000,000) Equity shares <strong>of</strong> Rs. 10 each 400,000,000 350,000,000<br />

20,000,000 (Previous Year - 20,000,000) Preference shares <strong>of</strong> Rs. 10 each 200,000,000 200,000,000<br />

600,000,000 550,000,000<br />

Issued, Subscribed and Paid up<br />

Equity Capital<br />

28,822,560 (Previous Year - 28,822,560) Equity Shares <strong>of</strong> Rs.10 each 288,225,600 288,225,600<br />

fully paid up 288,225,600 288,225,600<br />

SCHEDULE : 2<br />

RESERVES & SURPLUS<br />

Capital Redemption Reserve 144,112,800 144,112,800<br />

Share Premium 115,791,216 115,791,216<br />

Capital Investment Subsidy 2,500,000 2,500,000<br />

General Reserve:<br />

As per last Balance Sheet 1,758,283,200 1,358,283,200<br />

Add : Transferred from Pr<strong>of</strong>it & Loss Account 650,000,000 400,000,000<br />

2,408,283,200 1,758,283,200<br />

Pr<strong>of</strong>it and Loss Account 169,168,783 132,048,701<br />

2,839,855,999 2,152,735,917<br />

SCHEDULE : 3<br />

SECURED LOANS<br />

Term Loan<br />

From Banks<br />

- Rupee Loan 185,000,000 -<br />

- Foreign Currency Loan 131,790,000 -<br />

Working Capital Borrowings<br />

From Banks - Cash Credit 56,096,688 172,731,930<br />

Other Loans 1,235,678 152,425<br />

374,122,366 172,884,355<br />

30


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS<br />

SCHEDULE : 4<br />

As At<br />

As At<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

UNSECURED LOANS<br />

Fixed Deposits 800,000 4,825,000<br />

Deferred Sales Tax 709,205,227 576,003,863<br />

Loans 21,385,591 517,705,307<br />

731,390,818 1,098,534,170<br />

SCHEDULE : 5<br />

FIXED ASSETS<br />

(Rs.)<br />

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK<br />

DESCRIPTION<br />

AS AT<br />

01.04.2004<br />

ADDITIONS<br />

SALES/<br />

ADJUST-<br />

MENT<br />

AS AT<br />

31.03.2005<br />

UPTO<br />

31.03.2004<br />

FOR THE<br />

YEAR<br />

SALES/<br />

ADJUST-<br />

MENT<br />

UPTO<br />

31.03.2005<br />

AS AT<br />

31.03.2005<br />

AS AT<br />

31.03.2004<br />

Land - Freehold 10,464,384 10,650,442 - 21,114,826 - - - - 21,114,826 10,464,384<br />

Shed & Building 238,378,466 268,087,289 - 506,465,755 41,744,712 9,611,695 - 51,356,407 455,109,348 196,633,754<br />

Plant & Machinery* 1,244,296,242 1,061,185,039 5,610,000 2,299,871,281 419,709,698 92,781,168 - 512,490,866 1,787,380,415 824,586,544<br />

Office Equipments 12,514,966 2,343,586 - 14,858,552 5,865,507 943,603 - 6,809,110 8,049,442 6,649,459<br />

Furniture & Fixtures 3,482,764 2,687,011 - 6,169,775 2,220,862 421,475 - 2,642,337 3,527,438 1,261,902<br />

Vehicles 11,909,690 9,751,634 1,284,030 20,377,294 4,290,006 1,194,028 1,167,196 4,316,838 16,060,456 7,619,684<br />

Total (A) 1,521,046,512 1,354,705,001 6,894,030 2,868,857,483 473,830,785 104,951,969 1,167,196 577,615,558 2,291,241,925 1,047,215,727<br />

Previous Year 1,447,622,348 74,003,493 579,329 1,521,046,512 404,123,259 69,849,106 141,580 473,830,785 1,047,215,727 1,043,499,089<br />

* Deduction in Plant & Machinery represents foreign exchange fluctuation on account <strong>of</strong> outstanding liability as on 31.03.2005.<br />

CAPITAL WORK IN PROGRESS<br />

Shed & Building 190,524,834 125,434,987 144,729,635 171,230,186 - - - - 171,230,186 190,524,834<br />

Plant & Machinery 828,269,070 198,744,156 815,370,567 211,642,659 - - - - 211,642,659 828,269,070<br />

Preoperative Expenses 53,259,853 56,465,275 92,831,677 16,893,451 - - - - 16,893,451 53,259,853<br />

Capital Advances 77,773,620 117,430,500 187,046,733 8,157,387 - - - - 8,157,387 77,773,620<br />

Total (B) 1,149,827,377 498,074,918 1,239,978,612 407,923,683 - - - - 407,923,683 1,149,827,377<br />

Previous Year 158,753,921 993,562,875 2,489,419 1,149,827,377 - - - - 1,149,827,377 158,753,921<br />

Current Year (A+B) 2,699,165,608 2,197,043,104<br />

Previous Year 2,197,043,104 1,202,253,010<br />

31


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULE : 6<br />

As At 31.03.2005 As At 31.03.2004<br />

Number <strong>of</strong><br />

Number <strong>of</strong><br />

Shares / Units Rs. Shares / Units Rs.<br />

INVESTMENTS<br />

(Fully paid up unless otherwise specified)<br />

I. LONG TERM<br />

A. Trade<br />

Un-Quoted<br />

a) Equity Shares<br />

Rs. 10 each <strong>of</strong> <strong>Jindal</strong> Pipes Ltd. 300,000 1,507,500 1,370,000 6,884,250<br />

Rs. 10 each <strong>of</strong> Hydril <strong>Jindal</strong> International Pvt. Ltd. 1,350,000 13,500,000 - -<br />

(Pending Allotment <strong>of</strong> 860,000 Equity Shares)<br />

B. Non-trade<br />

Un-Quoted<br />

a) Government Securities<br />

National Saving Certificates VIII Issue - 75,000<br />

(Pledged as security)<br />

b) Equity Shares<br />

Rs. 10 each <strong>of</strong> Whitepin Tie-up Ltd. - - 27,000 164,550<br />

c) Bonds<br />

8.75% Housing & Urban Development Corp. Ltd. - - 200 20,640,000<br />

8.00% National Highways Authority <strong>of</strong> India 2,700 27,000,000 2,700 27,000,000<br />

7.00% National Highways Authority <strong>of</strong> India 2,200 22,000,000 2,200 22,000,000<br />

10.00% Housing & Urban Development Corp. Ltd. 200 21,590,000 200 21,590,000<br />

7.99% Housing & Urban Development Corp. Ltd. 500 51,180,000 500 51,180,000<br />

6.75% Rural Electrification Corp. Ltd. 1,100 11,000,000 1,100 11,000,000<br />

5.60% Rural Electrification Corp. Ltd. 2,000 20,000,000 2,000 20,000,000<br />

5.15% Rural Electrification Corp. Ltd. 2,520 25,200,000 - -<br />

II CURRENT<br />

Non-trade<br />

Quoted<br />

Mutual Funds<br />

Grindlays Super Saver Income Fund Investment Plan - - 2,084,954.97 30,000,000<br />

Principal Income Fund - - 1,410,596.40 20,000,000<br />

IL & FS Bond Fund - Bonus Units - - 579,232.58 6,000,000<br />

LICMF Bond Fund - - 601,167.47 10,000,000<br />

Sundaram Bond Saver - - 506,280.41 10,000,000<br />

192,977,500 256,533,800<br />

Aggregate Value <strong>of</strong> Unquoted Investments 192,977,500 180,533,800<br />

Aggregate Value <strong>of</strong> Quoted Investments - 76,000,000<br />

Market Value <strong>of</strong> Quoted Investments - 83,139,343<br />

32


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULE : 7<br />

As At<br />

As At<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

INVENTORIES<br />

(As Verified, Valued and Certified by the Management)<br />

Raw Materials 471,778,299 366,718,026<br />

Finished Goods 486,895,539 285,008,339<br />

Work in Process 225,392,437 104,310,254<br />

Scrap 20,321,134 10,673,489<br />

Stores & Spares 126,487,776 88,433,683<br />

1,330,875,185 855,143,791<br />

SCHEDULE : 8<br />

SUNDRY DEBTORS<br />

(Unsecured, Considered Good)<br />

Debts outstanding for a period exceeding six months 32,221,106 57,536,138<br />

Other debts 929,730,669 652,071,979<br />

961,951,775 709,608,117<br />

SCHEDULE : 9<br />

CASH AND BANK BALANCES<br />

Cash in hand 432,194 659,844<br />

Silver Coins & Utensils 16,638 14,539<br />

Balances with Scheduled Banks :<br />

- In Cash Credit Accounts 6,395,681 -<br />

- In Current Accounts 20,617,965 4,663,667<br />

- In Unclaimed Dividend Accounts 12,242,768 20,564,482<br />

- In Fixed Deposit Accounts 3,150,775 2,093,309<br />

42,856,021 27,995,841<br />

SCHEDULE : 10<br />

LOANS AND ADVANCES<br />

(Unsecured, Considered Good)<br />

Loans 19,611,337 337,453,447<br />

Advances Recoverable in Cash or in kind or for value to be received 136,256,489 147,850,692<br />

Security Deposits 13,595,925 8,867,775<br />

Balances with Government Authorities 1,709 1,371<br />

33<br />

169,465,460 494,173,285


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULE : 11<br />

As At<br />

As At<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

CURRENT LIABILITIES & PROVISIONS<br />

Current Liabilities<br />

Acceptances - 29,000,000<br />

Sundry Creditors 458,033,271 269,244,688<br />

Other Liabilities 95,879,998 61,793,645<br />

Advance From customers 55,320,150 15,698,029<br />

Investor Education and Protection Fund :<br />

(Appropriate amount shall be transferred to Fund as & when due)<br />

- Unclaimed Dividend 10,476,707 9,525,842<br />

- Unclaimed Redemption Amount <strong>of</strong> Preference Shares 1,766,061 11,038,640<br />

Interest accrued but not due on loans 5,331 970<br />

621,481,518 396,301,814<br />

Provisions<br />

Taxation ( Net <strong>of</strong> Advance Tax & TDS) 35,618,628 45,314,494<br />

Proposed Dividend - Equity Shares 144,112,800 43,233,840<br />

Interim Dividend - 72,056,400<br />

Tax on Dividend - Interim - 9,232,226<br />

- Proposed 20,211,820 5,650,122<br />

199,943,248 175,487,082<br />

821,424,766 571,788,896<br />

Year Ended<br />

Year Ended<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

SCHEDULE : 12<br />

SALES & INCOME FROM OPERATIONS<br />

Manufacturing 8,493,934,666 5,461,647,688<br />

Trading - 3,050,586<br />

Scrap 178,087,834 87,545,502<br />

Job Work Services 425,180 691,600<br />

SCHEDULE : 13<br />

OTHER INCOME<br />

Dividend Received<br />

- Trade 2,055,000 2,260,500<br />

- Non Trade - 1,305,688<br />

Interest received (TDS Rs. 1,960,902/-, Previous Year Rs. 8,309,542 /-)<br />

- Long Term Investments - Non Trade 12,368,226 13,295,369<br />

- Others 12,628,117 38,621,454<br />

Pr<strong>of</strong>it on Sale <strong>of</strong> Current (Non Trade) Investments 7,972,734 69,577,328<br />

Pr<strong>of</strong>it on Sale <strong>of</strong> Long Term (Trade) Investments 58,823,250 -<br />

Foreign Exchange Fluctuation (Net) 312,930 -<br />

Miscellaneous Income 26,194,948 12,100,900<br />

34<br />

8,672,447,680 5,552,935,376<br />

120,355,205 137,161,239


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULE : 14<br />

Year Ended<br />

Year Ended<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

INCREASE IN STOCK<br />

Closing Stock<br />

Finished Goods 486,895,539 285,008,339<br />

Work in Process 225,392,437 104,310,254<br />

Scrap 20,321,134 10,673,489<br />

732,609,110 399,992,082<br />

Opening Stock<br />

Finished Goods 285,008,339 217,333,226<br />

Work in Process 104,310,254 124,274,313<br />

Scrap 10,673,489 2,554,882<br />

399,992,082 344,162,421<br />

Increase in Stock 332,617,028 55,829,661<br />

SCHEDULE : 15<br />

MATERIALS, MANUFACTURING & OPERATING EXPENSES<br />

Raw Materials Consumed<br />

Opening Stock 366,718,026 186,684,111<br />

Add : Purchases 5,849,070,752 3,278,479,595<br />

6,215,788,778 3,465,163,706<br />

Less : Closing Stock 471,778,299 366,718,026<br />

5,744,010,479 3,098,445,680<br />

Trading Purchases - 3,042,828<br />

Manufacturing Expenses<br />

Stores & Spares Consumed 147,277,187 164,765,370<br />

Power & Fuel 528,470,835 404,110,474<br />

Water Charges 6,686,106 3,712,848<br />

Repairs to Machinery 9,652,305 8,946,955<br />

Repairs to Building 2,710,305 1,035,407<br />

Job Work Charges 52,764,712 31,207,635<br />

Leave & License Fees 12,000,000 21,000,000<br />

Royalty - 280,753<br />

SCHEDULE : 16<br />

EMPLOYEES’ REMUNERATION & BENEFITS<br />

Salaries, Wages & Other Allowances 88,246,640 73,344,618<br />

Contribution to Provident & Other Funds 9,786,841 7,789,840<br />

Staff Welfare Expenses 7,911,768 5,366,571<br />

35<br />

6,503,571,929 3,736,547,950<br />

105,945,249 86,501,029


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULE : 17<br />

Year Ended<br />

Year Ended<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

ADMINISTRATIVE EXPENSES<br />

Rent 1,788,000 1,440,000<br />

Rates & Taxes 3,895,273 1,801,733<br />

Postage, Telegram & Telephone 3,768,617 3,474,023<br />

Printing & Stationery 2,201,001 1,841,215<br />

Travelling & Conveyance:<br />

- Directors 2,881,856 897,411<br />

- Others 9,912,042 6,997,690<br />

Vehicle Upkeep & Maintenance 2,087,657 2,207,789<br />

Directors’ Fee 102,500 85,000<br />

Insurance 6,394,133 3,294,469<br />

Staff Recruitment & Training Expenses 884,192 161,305<br />

Repair & Maintenance (Others) 3,561,176 2,024,315<br />

Legal & Pr<strong>of</strong>essional Charges 2,574,520 1,383,158<br />

Filing Fees 5,812 3,000<br />

Fees & Subscription 2,116,444 2,133,395<br />

Electricity Charges 1,135,401 960,223<br />

Auditors’ Remuneration :<br />

- Audit Fee 137,750 135,000<br />

- Tax Audit Fee 27,000 27,000<br />

- Company Law Matters 47,266 87,480<br />

- Other Expenses 31,979 43,368<br />

Internal Auditors’ Remuneration 101,417 54,813<br />

Foreign Exchange Fluctuation (Net) - 5,416,252<br />

Miscellaneous Expenses 3,577,167 1,447,270<br />

Loss on Sale <strong>of</strong> Long Term Investments :<br />

- Non Trade 642,550 14,300<br />

Loss on sale <strong>of</strong> Fixed Assets (Net) 35,834 135,749<br />

SCHEDULE : 18<br />

36<br />

47,909,587 36,065,958<br />

SELLING & DISTRIBUTION EXPENSES<br />

Commission & Discount 23,117,174 57,831,512<br />

Freight Outward & Claims 49,350,944 43,585,315<br />

Testing & Inspection Fees 5,103,823 2,317,835<br />

Advertisement & Business Promotion 6,063,361 2,333,185<br />

Tender Fees 544,061 292,900<br />

SCHEDULE : 19<br />

84,179,363 106,360,747<br />

INTEREST & FINANCIAL CHARGES<br />

Interest<br />

- Term Loan 3,023,984 -<br />

- Cash Credit 6,456,718 3,029,021<br />

- Others 8,617,412 2,061,774<br />

Bank Charges 20,035,194 14,628,287<br />

38,133,308 19,719,082


MAHARASHTRA SEAMLESS LIMITED<br />

SCHEDULE: 20<br />

SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS<br />

SIGNIFICANT ACCOUNTING POLICIES<br />

a. Basis <strong>of</strong> Preparation <strong>of</strong> Financial Statements<br />

The financial statements are prepared under the historical cost convention and are in accordance with the requirements <strong>of</strong> the<br />

<strong>Companies</strong> Act, 1956, and accepted accounting standards.<br />

b. Revenue Recognition<br />

All revenues, costs, assets and liabilities are accounted for on accrual basis.<br />

Sales are inclusive <strong>of</strong> excise duty. Inter divisional transfer <strong>of</strong> goods for captive consumption / internal uses are at market value.<br />

c. Fixed Assets & Depreciation<br />

i) Fixed Assets<br />

Fixed Assets are stated at cost <strong>of</strong> acquisition, construction less accumulated depreciation. The cost comprises <strong>of</strong> purchase<br />

price and any other directly attributable cost <strong>of</strong> bringing the assets to working condition for its intended use. Depreciation on<br />

assets have been provided on pro-rata basis, for the period <strong>of</strong> use, on straight line method at the rates prescribed under<br />

Schedule XIV to the <strong>Companies</strong> Act, 1956, as amended till date.<br />

ii) Expenditure during construction period<br />

Expenditure incurred during implementation <strong>of</strong> new / expansion project is included under Capital Work in Progress and the<br />

same is allocated to the respective Fixed Assets on the completion / erection.<br />

d. Investments<br />

Investments are classified as long term or current based on the Management intention at the time <strong>of</strong> purchase. Long-term investments<br />

are valued at their acquisition cost. Current investments are stated at lower <strong>of</strong> cost or fair market value. The provision for diminution<br />

in the value <strong>of</strong> long- term investments is made only if such a decline is other than temporary in the opinion <strong>of</strong> the management.<br />

e. Inventories<br />

Raw Materials are valued at lower <strong>of</strong> cost (FIFO basis) or market value.<br />

Finished goods are valued at lower <strong>of</strong> cost or market value. Cost for this purpose includes direct material, staff cost, and appropriate<br />

overhead. Excise Duty on goods manufactured by the Company and remaining in inventory is included as a part <strong>of</strong> valuation <strong>of</strong><br />

finished goods.<br />

Work-in-process are valued at estimated cost.<br />

Stores & Spare parts are valued at lower <strong>of</strong> cost or market value.<br />

Scrap is valued at realisable value.<br />

f. Retirement Benefits<br />

Retirement benefits to employees have been accounted for on accrual basis.<br />

Gratuity liability <strong>of</strong> Employees is covered under the <strong>Group</strong> Gratuity Policy, taken from Life Insurance Corporation <strong>of</strong> India and<br />

payment is made through a trust as per the scheme <strong>of</strong> the company<br />

Contribution to Superannuation Fund is being made to Life Insurance Corporation <strong>of</strong> India through a trust as per the scheme <strong>of</strong><br />

the company.<br />

Estimated liability on account <strong>of</strong> leave encashment benefit <strong>of</strong> employees is charged to pr<strong>of</strong>it and Loss Account on accrual basis<br />

in conformity with the Accounting Standard for retirement benefits issued by the Institute <strong>of</strong> Chartered Accountants <strong>of</strong> India.<br />

g. Research & Development Expenses<br />

Research & Development Expenses <strong>of</strong> revenue nature, if any are charged to Pr<strong>of</strong>it and Loss Account in the year in which it is<br />

incurred. Expenditure <strong>of</strong> capital nature, if any is being capitalised.<br />

h. Foreign Currency Transactions<br />

Transactions denominated in foreign currency are recorded at the exchange rate prevailing at the time <strong>of</strong> transaction.<br />

At the end <strong>of</strong> the financial year, foreign exchange transactions which are not covered by forward contracts are translated at year<br />

37


MAHARASHTRA SEAMLESS LIMITED<br />

end rates and which are covered by forward contracts are translated at the rate prevailing at the date <strong>of</strong> transaction, as adjusted<br />

by the difference between the forward rate and exchange rate on the date <strong>of</strong> transaction over the life <strong>of</strong> the contract.<br />

Foreign currency loans for financing fixed assets are stated at the contracted/prevailing rate <strong>of</strong> exchange at the year-end and the<br />

resultant gains/losses are adjusted to the cost <strong>of</strong> assets.<br />

Any pr<strong>of</strong>it or loss on account <strong>of</strong> exchange difference on settlement/translation is recognised in the Pr<strong>of</strong>it and Loss Account, except<br />

those relating to acquisition <strong>of</strong> fixed assets, which are adjusted in the cost <strong>of</strong> assets.<br />

i. Borrowing Cost<br />

Borrowing costs directly attributable to the acquisition or construction <strong>of</strong> fixed assets are capitalised as part <strong>of</strong> the cost <strong>of</strong> such<br />

asset upto the date when such asset is ready for its intended use. Other borrowing costs are treated as revenue / deferred revenue<br />

expenditure as considered appropriate.<br />

j. Income-Tax<br />

The current Income Tax liability is calculated by the company, in accordance with relevant tax provision and tax advices wherever<br />

considered necessary.<br />

Deferred tax assets and liabilities are recognised for future tax consequences attributable to the timing differences that results<br />

between the pr<strong>of</strong>its <strong>of</strong>fered for income tax and pr<strong>of</strong>it as per the financial statements. Deferred tax assets and liabilities are measured<br />

as per the tax rates/laws that have been enacted or substantively enacted by the Balance Sheet date.<br />

NOTES ON ACCOUNTS<br />

1. CONTINGENT LIABILITIES<br />

a) Letters <strong>of</strong> Credit - Rs. 519,357,121/- (Previous Year <strong>of</strong> Rs. 246,097,450/-)<br />

b) Bank Guarantees - Rs. 515,279,161/- (Previous Year Rs. 501,077,515/-)<br />

c) Sales Tax demand under appeal - Rs. 448,047/- (Previous year Rs.448, 047/-)<br />

d) Income Tax demand under appeal - Rs. 26,436,755/- (Previous Year Nil)<br />

e) Excise Duty Demand under Appeal - Rs. 4,978,453/- (Previous Year Rs. 4,311,563/-)<br />

2. The company has imported capital goods under the export promotion capital goods scheme <strong>of</strong> the Government <strong>of</strong> India, at<br />

concessional rates <strong>of</strong> duty against an undertaking to fulfil exports obligations. The duty saved on such capital goods amounts to<br />

Rs. 36,956,573/- and for this the company is required to export goods amounting to Rs. 295,652,584/-, within a period <strong>of</strong><br />

eight years.<br />

Non – fulfilment <strong>of</strong> such future export obligations, entails government to enforce the EPCG Bonds executed by us to the extent <strong>of</strong><br />

Rs. 94,267,604/- to Custom Department against the various EPCG licences<br />

3. Estimated amount <strong>of</strong> contracts remaining to be executed on Capital Account, net <strong>of</strong> advances, and not provided for is<br />

Rs. 10,223,765/- (Previous Year Rs. 188,091,816/-)<br />

4. Excise duty in respect <strong>of</strong> finished goods lying in factory premises and custom duty on goods lying in custom bonded warehouse<br />

are provided and included in the valuation <strong>of</strong> inventory. This accounting treatment has no impact on the pr<strong>of</strong>it for the year. CENVAT<br />

benefit is accounted for by reducing the purchase cost <strong>of</strong> the materials and fixed assets.<br />

Excise duty amounting to Rs. 978,298,513/- shown as deductions from sales include duty on stock.<br />

Excise duty shown in pr<strong>of</strong>it and loss account includes the excise duty in respect <strong>of</strong> goods lying in factory premises amounted to<br />

Rs. 64,073,950/- (Previous Year Rs. 38,662,408/-).<br />

5. a) Term loans from banks are secured by first charge by way <strong>of</strong> mortgage on the Company’s’ immovable properties and by way<br />

<strong>of</strong> hypothecation on moveable properties both present and future (save and except book debts & stock).<br />

b) The borrowings for working capital are secured by hypothecation <strong>of</strong> inventories, book debts & all other current assets other than<br />

those specifically excluded and second charge on fixed assets ranking pari passu.<br />

c) Other loans represent vehicle loans taken from ICICI Bank Ltd. are secured by hypothecation <strong>of</strong> vehicles with all accessories<br />

and additions to or in the vehicle (s) present or future by way <strong>of</strong> specific charge to the respective vehicle.<br />

6. Term Loans due within one year is Rs. 75,000,000/- (Previous Year Nil)<br />

7. Total amount due to Small Scale Industrial Undertakings is Rs. 1,993,257/- (Previous year Rs. 2,201,876/-). The name <strong>of</strong> the<br />

Small Scale Industrial Undertakings to whom the company owes a sum <strong>of</strong> more than Rs. One lac, which is outstanding for more<br />

than 30 days are:<br />

(Rs.)<br />

Name <strong>of</strong> the Party<br />

Amount<br />

Tashkent oil Pvt. Ltd. 513,166<br />

Anand Engineers Pvt. Ltd. 191,117<br />

The above information regarding Small Scale Industrial Undertakings has been determined to the extent such parties have been<br />

identified on the basis <strong>of</strong> information available with the company. The Auditors have relied upon the same.<br />

38


MAHARASHTRA SEAMLESS LIMITED<br />

8 Stock <strong>of</strong> raw material includes material in transit.<br />

9. In the opinion <strong>of</strong> the company, the value on realisation <strong>of</strong> current assets, loans & advances in the ordinary course <strong>of</strong> the business<br />

shall not be less than the amount at which they are stated in the Balance Sheet.<br />

10. The company has entered into a joint venture arrangement with Hydril LP, USA on 50:50 basis in the name and style <strong>of</strong> Hydril <strong>Jindal</strong><br />

International Pvt. Ltd. at Village Sukeli, Dist. Raigad in the State <strong>of</strong> Maharashtra (India). The main object <strong>of</strong> the Joint Venture company<br />

is to manufacture premium thread connections and the company is expected to starts its commercial production during the year.<br />

The company had contributed till 31st March 2005 Rs. 1,3500,000/- towards equity contribution.<br />

11. Pre-operative expenses forming part <strong>of</strong> capital work in progress consists as follows:<br />

(Rs.)<br />

Particulars As At 31.03.2005 As At 31.03.2004<br />

Amount Brought Forward From Last Year 53,259,853 3,815,319<br />

Addition During The Year 56,465,275 49,444,534<br />

Amount Capitalised During The Year (92,831,677) -<br />

Closing Balance 16,893,451 53,259,853<br />

Amount Brought Forward From Last Year - 3,815,319<br />

Power & fuel 1,532,700 3,492,708<br />

Stores & spares 8,855,913 6,150,845<br />

Salaries, Wages & Other Allowances 172,450 8,530,869<br />

Travelling & Conveyance 670,115 5,211,182<br />

Interest & Financial Charges 3,459,275 24,085,604<br />

Depreciation - 588,687<br />

Miscellaneous Expenses 2,202,998 1,384,639<br />

Total 16,893,451 53,259,853<br />

12. Segment Reporting Policies<br />

Identification <strong>of</strong> Segments<br />

Primary Segment<br />

Business segment: The company’s operating businesses are organised and managed separately according to the nature <strong>of</strong> products,<br />

with each segment representing a strategic business unit that <strong>of</strong>fers different products. The three identified segments are Seamless<br />

Pipes, ERW Pipes and Wind Power.<br />

Inter Divisional transfers <strong>of</strong> goods, as marketable products produced by separate divisions <strong>of</strong> the company for captive consumption<br />

are made as if sales were to third parties at current market prices and are included in turnover.<br />

Segment Information<br />

Segment Revenues, Results and Other Information:<br />

(Rs. in lacs)<br />

Particulars Seamless ERW Wind Others Total<br />

Pipe Pipe Power<br />

Net External Sales / Income from operations 49,955 26,562 424 1,197 78,138<br />

(35,053) (13,677) (397) (1,372) (50,499)<br />

Inter-Segment Sales - - 424 - 424<br />

(-) (-) (397) (-) (397)<br />

Segment Results (PBIT) 10,897 3,085 201 1,197 15,380<br />

(9,526) (1,921) (176) (1,372) (12,995)<br />

Interest & Financial Charges 309 72 - - 381<br />

(175) (22) (-) (-) (197)<br />

Other un-allocable expenditure 1,929 419 27 - 2,375<br />

(1,876) (389) (26) (-) (2,291)<br />

Pr<strong>of</strong>it before tax 8,659 2,594 174 1,197 12,624<br />

(7,475) (1510) (150) (1,372) (10,507)<br />

Segment Assets (Including Capital Work In Progress) 37,702 11,080 4,785 2,144 55,711<br />

(27,225) (9,011) (4,375) (5,583) (46,194)<br />

Segment Liabilities 14,585 2,657 1,759 5,429 22,756<br />

(14,542) (1,701) (1,175) (4,366) (21,784)<br />

Capital Employed 23,117 8,423 3,026 - 3,285 31,281<br />

(12,683) (7,310) (3,200) (1,217) (24,410)<br />

Figures in bracket are for previous year.<br />

39


MAHARASHTRA SEAMLESS LIMITED<br />

13. Related Parties Disclosures as per Accounting Standard – 18.<br />

List <strong>of</strong> Related Parties with whom transactions have taken place during the year :<br />

a. Associated Company<br />

<strong>Jindal</strong> Pipes Limited<br />

b. Joint Venture Company<br />

Hydril <strong>Jindal</strong> International Pvt. Ltd.<br />

c. Key Management Personnel<br />

Shri Saket <strong>Jindal</strong><br />

d. Relatives <strong>of</strong> Key Management Personnel<br />

Shri D.P. <strong>Jindal</strong><br />

Smt. Savita <strong>Jindal</strong><br />

Details <strong>of</strong> Transactions are as follows:<br />

(Rs.)<br />

Particulars 31-03-2005 31-03-2004<br />

a. Purchase & Other Services from related parties<br />

Associated Company 42,577,381 53,710,855<br />

Relatives <strong>of</strong> Key Management Personnel 86,468 88,544<br />

b. Sales & Other Services to related parties<br />

Associated Company 4,538,406 1,815,057<br />

Joint Venture Company 3,075,273 Nil<br />

Relatives <strong>of</strong> Key Management Personnel 162,000 Nil<br />

c. Investment in related parties<br />

Joint Venture Company 13,500,000 Nil<br />

d. Loans / Inter corporate deposits given (Maximum Outstanding)<br />

Associated Company 353,597,327 396,500,000<br />

e. Loans / Inter corporate deposits taken (Maximum Outstanding)<br />

Associated Company 479,938,424 479,938,424<br />

f. Interest received from related parties<br />

Associated Company 8,091,588 31,568,965<br />

g. Interest paid to related parties<br />

Associated Company 25,270,408 23,821,918<br />

Relatives <strong>of</strong> Key Management Personnel 17,668 22,625<br />

h. Rent paid to related parties<br />

Associated Company 1,188,000 1,134,000<br />

Relatives <strong>of</strong> Key Management Personnel 120,000 120,000<br />

i. Remuneration<br />

Key Management Personnel 660,000 660,000<br />

j. Balance as at 31st March 2005 Payable by the Company<br />

Associated Company 25,749,927 479,938,424<br />

Relatives <strong>of</strong> Key Management Personnel 40,128 21,307<br />

k. Balance as at 31st March 2005 Receivable by the Company<br />

Associated Company 10,599,636 334,046,574<br />

Joint Venture Company 2,507,235 Nil<br />

No amount has been provided as doubtful debts or advances / written or written back in the year in respect <strong>of</strong> debts due from or to<br />

above related parties.<br />

40


MAHARASHTRA SEAMLESS LIMITED<br />

14. In compliance with the Accounting Standard – AS 22 relating to Accounting for Taxes on Income issued by the Institute <strong>of</strong> Chartered<br />

Accountants <strong>of</strong> India, the company has adjusted the deferred tax liability (net) arising out <strong>of</strong> timing differences accruing during the<br />

year aggregating to Rs. 85,943,000/- has been recognised in the Pr<strong>of</strong>it & Loss Account.<br />

Deferred Tax Liability<br />

Particulars As At 31.03.2004 During the Year As At 31.03.2005<br />

Fixed Assets 257,552,346 85,357,306 342,909,652<br />

Deferred Tax Assets<br />

Particulars As At 31.03.2004 During the Year As At 31.03.2005<br />

Brought forward unabsorbed Losses 200,483 (200,483) -<br />

Others 1,022,863 (385,211) 637,652<br />

Total 1,223,346 (585,694) 637,652<br />

Net Deferred Tax Liability 256,329,000 85,943,000 342,272,000<br />

(Rs.)<br />

(Rs.)<br />

15. Earning Per Share<br />

Particulars 2004-05 2003-04<br />

Net Pr<strong>of</strong>it available for equity shareholders 851,444,702 683,558,338<br />

Weighted average number <strong>of</strong> equity shares <strong>of</strong> Rs. 10/- each 28,822,560 28,822,560<br />

Outstanding during the year<br />

Basic/Diluted Earning per share (a / b) 29.54 23.72<br />

16. Disclosure required by Clause 32 <strong>of</strong> Listing Agreement :-<br />

The Company has granted loan to its associate company during the year and amount outstanding as on 31st March 2005 amounts<br />

to Rs. 10,599,636/-. The maximum amount outstanding during the year was Rs. 353,597,327/-. The company has made an investment<br />

in Joint Venture company amounting to Rs. 13,500,000/-.<br />

17. Additional information pursuant to the provisions <strong>of</strong> paragraph 3 & 4 <strong>of</strong> part II <strong>of</strong> Schedule VI to the<br />

<strong>Companies</strong> Act, 1956.<br />

I. CAPACITY AND PRODUCTION<br />

Seamless Pipe<br />

Particulars Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Installed Capacity 225,000 125,000<br />

Production- Seamless Pipes 122,457 113,547<br />

Includes Production <strong>of</strong> Pipe Fittings <strong>of</strong> 27.781 MT (Previous Year 2.447 MT).<br />

ERW Pipe<br />

Particulars Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Installed Capacity 200,000 100,000<br />

Production - ERW Pipes 85,020 61,101<br />

(MT)<br />

(MT)<br />

Includes production <strong>of</strong> 7,243 MT pipe by third party on job work basis.<br />

41


MAHARASHTRA SEAMLESS LIMITED<br />

Wind Power<br />

(Kwh)<br />

Particulars Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Installed Capacity 61,320,000 61,320,000<br />

Units Generated 10,877,328 9,679,283<br />

The installed capacity is as certified by the Management.<br />

II. OPENING STOCK, CLOSING STOCK & TURNOVER OF MANUFACTURED GOODS<br />

Seamless Pipe<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Qty. (MT) Amt. (Rs) Qty. (MT) Amt. (Rs.)<br />

Opening Stock 6,265 174,678,717 4,761 106,311,513<br />

Turnover 119,687 5,508,234,420 112,043 3,935,138,934<br />

Closing Stock 9,035 315,877,801 6,265 174,678,717<br />

Turnover includes captive consumption <strong>of</strong> Rs. 7,056,950/- (270.677 MT) (Previous Year Rs. 4,321,605/- (317.490 MT)<br />

Turnover Includes Rs. 2,516,032/- (25.512 MT) (Previous Year Nil) <strong>of</strong> Pipe Fittings.<br />

Closing Stock Includes Rs. 445,083/- (4.716 MT) (Previous Year Rs. 207,104/-) (2.447 MT) <strong>of</strong> Pipe Fittings.<br />

ERW Pipe<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Qty. (MT) Amt. (Rs) Qty. (MT) Amt. (Rs.)<br />

Opening Stock 3,967 110,329,622 5,362 111,021,713<br />

Turnover 84,061 2,943,278,667 62,496 1,486,823,693<br />

Closing Stock 4,926 171,017,738 3,967 110,329,622<br />

Turnover includes captive consumption <strong>of</strong> Rs. 4,010,178/- (194.110 MT) (Previous Year Rs. 3,400,460/- (297.190 MT)<br />

Wind Power<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Qty. (KWH) Amt. (Rs) Qty. (KWH) Amt. (Rs.)<br />

Income from Power Generation 10,877,328 42,421,579 9,679,283 39,685,061<br />

III. OPENING STOCK, CLOSING STOCK & TURNOVER OF TRADING MATERIAL, STEEL PIPES/TUBES & OTHERS<br />

Seamless Pipes<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Qty. (MT) Amt. (Rs) Qty. (MT) Amt. (Rs.)<br />

Opening Stock Nil Nil Nil Nil<br />

Purchases Nil Nil 141 3,042,828<br />

Turnover Nil Nil 141 3,050,586<br />

Closing Stock Nil Nil Nil Nil<br />

42


MAHARASHTRA SEAMLESS LIMITED<br />

IV. RAW MATERIALS CONSUMED<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Qty. (MT) Amt. (Rs) Qty. (MT) Amt. (Rs.)<br />

Round Steel Billets 135,976 3,368,781,931 118,260 1,959,206,245<br />

HR Coil 88,685 2,357,342,757 63,184 1,139,239,435<br />

Zinc 238 14,785,870 - -<br />

Others - 3,099,921 - -<br />

Total 5,744,010,479 3,098,445,680<br />

V. VALUE OF IMPORTED & INDIGENOUS RAW MATERIALS, STORES & SPARE PARTS CONSUMED<br />

Raw Materials<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Stores & Spare Parts Consumed<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

(%) Amt. (Rs) (%) Amt. (Rs.)<br />

Imported 30.70 45,209,604 19.84 32,695,231<br />

Indigenous 69.30 102,067,583 80.16 132,070,139<br />

Total 100.00 147,277,187 100.00 164,765,370<br />

VI. CIF VALUE OF IMPORTS<br />

(%) Amt. (Rs) (%) Amt. (Rs.)<br />

Imported 21.79 1,251,755,287 15.17 469,993,753<br />

Indigenous 78.21 4,492,255,192 84.83 2,628,451,927<br />

Total 100.00 5,744,010,479 100.00 3,098,445,680<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Raw Materials 1,237,243,966 415,698,768<br />

Stores & Spares 27,115,861 40,108,217<br />

Capital Goods 4,503,325 467,767,151<br />

(Rs.)<br />

VII. EXPENDITURE IN FOREIGN CURRENCY<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Royalty Nil 227,209<br />

Travelling 2,044,266 2,198,723<br />

Others 2,905,227 248,014<br />

VIII. EARNING IN FOREIGN CURRENCY<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

(Rs.)<br />

(Rs.)<br />

Supplies to Oil Sector 840,469,348 1,463,006,425<br />

IX. MANAGERIAL REMUNERATION<br />

The Detail <strong>of</strong> Managerial Remuneration is as under:<br />

Items Year Ended 31.03.2005 Year Ended 31.03.2004<br />

Salary 480,000 480,000<br />

Contribution to PF & other Funds 129,600 129,600<br />

Perquisites 50,400 50,400<br />

Total 660,000 660,000<br />

(Rs.)<br />

43


MAHARASHTRA SEAMLESS LIMITED<br />

X. INVESTMENTS PURCHASED AND SOLD DURING THE YEAR<br />

NAME OF THE SCHEME NO. OF UNITS PURCHASE SALE VALUE<br />

VALUE (Rs.)<br />

(Rs.)<br />

Alliance Cash Manager - Growth - - -<br />

(1555341.144) (23,545,532) (23,559,374)<br />

Birla Bond Plus Retail Plan - - - -<br />

Dividend Reinvestment (2697755.468) (30,187,669) (30,223,224)<br />

Birla Cash Plus Retail Plan - Growth - - -<br />

(1421257.190) (24,154,976) (24,160,235)<br />

Deutsche Short Maturity Fund - - - -<br />

Weekly Dividend Plan (1976828.679) (20,175,098) (20,266,843)<br />

DSP Merrill Lynch Liquidity Fund - Growth - - -<br />

(790843.823) (12,087,573) (12,090,499)<br />

GSSIF - Short Term - Monthly Dividend - - -<br />

(2956953.501) (30,351,743) (30,329,768)<br />

Grindlays Cash Fund - Growth 1264915.461 15,000,000 15,018,468<br />

(-) (-) (-)<br />

Grindlays Cash Fund - Institutional 2867536.213 35,000,000 35,013,191<br />

Plan B - Growth (-) (-) (-)<br />

Grindlays Floating Rate - Short Term - 17920980.558 195,000,000 195,225,617<br />

Institutional Plan B - Growth (-) (-) (-)<br />

HDFC Short Term Plan - Dividend - - -<br />

Reinvestment (1981766.030) (20,028,497) (20,047,942)<br />

IL&FS Liquid Account - Institutional Plan - - -<br />

Dividend Option (4005592.822) (40,055,928) (40,055,928)<br />

Kotak Liquid Regular Plan - Growth - - -<br />

(978304.064) (12,261,378) (12,264,020)<br />

LICMF Short Term Plan - Dividend - - -<br />

Reinvestment (4009929.303) (40,100,000) (40,518,663)<br />

Prudential ICICI Liquid Plan - Growth - - -<br />

(2309663.018) (35,860,059) (35,863,754)<br />

Sun F & C Value Fund -Liquid - - - -<br />

Daily Dividend (3008455.209) (30,084,552) (30,084,552)<br />

Templeton India Short Term Income - - -<br />

Plan Weekly Dividend Reinvestment (18599.382) (20,278,003) (20,286,478)<br />

Templeton India Liquid Fund - - - -<br />

Weekly Dividend Reinvestment (3003370.181) (30,044,198) (30,048,719)<br />

UTI - Liquid Advantage Fund - 4617929.320 55,000,000 55,390,677<br />

Institutional Growth Plan (-) (-) (-)<br />

44


MAHARASHTRA SEAMLESS LIMITED<br />

Additional Information pursuant to Part IV <strong>of</strong> Schedule VI to the <strong>Companies</strong> Act, 1956.<br />

Balance Sheet Abstract and Company’s General Business Pr<strong>of</strong>ile<br />

I. Registration Details<br />

(Rupees in thousand)<br />

Registration No. 80545 State Code 11<br />

Balance Sheet Date 31-03-2005<br />

II. Capital Raised during the year<br />

Public Issue<br />

Nil<br />

Right Issue<br />

Nil<br />

Bonus Issue<br />

Nil<br />

Private Placement<br />

Nil<br />

III. Position <strong>of</strong> Mobilisation and Deployment <strong>of</strong> Funds<br />

Total Liabilities<br />

Total Assets<br />

4,575,867 4,575,867<br />

Sources <strong>of</strong> Funds<br />

Paid Up Capital<br />

Reserves & Surplus<br />

288,226 2,839,856<br />

Secured Loans<br />

Unsecured Loans & Deferred Tax<br />

374,122 1,073,663<br />

Application <strong>of</strong> Funds<br />

Net Fixed Assets<br />

Investments<br />

2,699,166 192,977<br />

Net Current Assets<br />

Misc. Expenditure<br />

1,683,724 Nil<br />

Accumulated Losses<br />

Nil<br />

45


MAHARASHTRA SEAMLESS LIMITED<br />

IV. Performance <strong>of</strong> Company<br />

Turnover (including other income)<br />

Total Expenditure<br />

7,814,504 6,552,074<br />

Pr<strong>of</strong>it before tax<br />

Pr<strong>of</strong>it after tax & adjustment<br />

1,262,430 851,445<br />

Earning per share (Rs) Dividend (%)<br />

29.54 50<br />

V. Generic Names <strong>of</strong> Three Principal Products <strong>of</strong> Company (as per monetary terms)<br />

Item Code No. (ITC Code) 7304.00<br />

Product Description<br />

Seamless Pipes & Tubes<br />

Item Code No. (ITC Code) 7305.11, 7306.10<br />

Product Description<br />

ERW Pipes & Tubes<br />

Item Code No. (ITC Code) 7307.00<br />

Product Description<br />

Pipe Fittings<br />

Item Code No. (ITC Code) 8502.31<br />

Product Description<br />

Wind Power<br />

19. Paise have been rounded <strong>of</strong>f to the nearest rupee.<br />

20. Previous years’ figures have been re-grouped / re-arranged wherever considered necessary.<br />

21. Schedule 1 to 20 are annexed to and form part <strong>of</strong> the Statement <strong>of</strong> Accounts.<br />

Signatures to Schedules 1 to 20<br />

As per our report <strong>of</strong> even date attached<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

Praveen Mudgal<br />

Company Secretary<br />

For & on Behalf <strong>of</strong> the Board<br />

D.P. <strong>Jindal</strong><br />

Chairman<br />

Saket <strong>Jindal</strong><br />

Manging Director<br />

U.C. Agarwal<br />

D.K. Parikh<br />

H.K. Khanna<br />

Place : Gurgaon<br />

Dated : 15th June, 2005<br />

46


MAHARASHTRA SEAMLESS LIMITED<br />

CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET<br />

A. Cash Flow from Operating Activities<br />

Net Pr<strong>of</strong>it before tax and extraordinary items 1,262,429,995 1,050,745,811<br />

Adjusted for:<br />

Depreciation 104,951,969 69,849,106<br />

Dividend Received (2,055,000) (3,566,188)<br />

Misc Exp. written <strong>of</strong>f - -<br />

Prior Period Adjustments / Tax Provision Written Back 2,657,707 2,898,145<br />

Interest Received (24,996,343) (51,916,823)<br />

Interest Paid 15,074,130 5,090,795<br />

Pr<strong>of</strong>it/Loss on sale <strong>of</strong> assets 35,834 135,749<br />

Pr<strong>of</strong>it on Sale <strong>of</strong> Investments (7,972,734) (69,577,328)<br />

Loss on Sale <strong>of</strong> Investments 642,550 14,300<br />

Operating Pr<strong>of</strong>it before Working Capital Changes 1,350,768,108 1,003,673,567<br />

Adjusted for :<br />

Trade & Other Receivables 77,685,152 (401,072,245)<br />

Inventories (475,731,394) (257,464,031)<br />

Trade Payables & Others 233,501,418 215,931,264<br />

Cash Generated from operations 1,186,223,284 561,068,555<br />

Direct taxes Paid (337,395,866) (288,342,252)<br />

Cash Flow before extraordinary items 848,827,418 272,726,303<br />

Extraordinary item - -<br />

Net Cash From Operating Activities A 848,827,418 272,726,303<br />

B. Cash Flow from Investing Activities<br />

Purchase <strong>of</strong> Fixed Assets (612,801,307) (1,065,076,949)<br />

Redemption Of Redeemable Cumulative Preference Shares - (144,112,800)<br />

Sale <strong>of</strong> assets 5,691,000 302,000<br />

Purchase <strong>of</strong> Investments (297,520,538) (389,215,207)<br />

Sale <strong>of</strong> Investments 368,407,022 743,142,985<br />

Interest Received 19,675,358 51,884,489<br />

Dividend Received 2,055,000 3,566,188<br />

Net Cash used in Investing Activities B (514,493,465) (799,509,294)<br />

C. Cash Flow from Financing Activities<br />

Year Ended Year Ended<br />

31.03.2005 31.03.2004<br />

Rs.<br />

Rs.<br />

Proceeds from Long Term Borrowings 449,991,364 95,559,647<br />

Proceeds from Short Term Borrowings (615,896,705) 592,170,727<br />

Interest Paid (15,074,130) (5,090,795)<br />

Dividend Paid (123,611,954) (115,752,115)<br />

Tax paid on dividend (14,882,348) (33,575,200)<br />

Net Cash used in Financing Activities C (319,473,773) 533,312,264<br />

Net increase in Cash & Cash Equivalents (A+B+C) 14,860,180 6,529,273<br />

Opening Balances <strong>of</strong> Cash and Cash Equivalents 27,995,841 21,466,568<br />

Closing Balances <strong>of</strong> Cash and Cash Equivalents 42,856,021 27,995,841<br />

Change in Cash and Cash Equivalents 14,860,180 6,529,273<br />

For KANODIA SANYAL & ASSOCIATES<br />

Chartered Accountants<br />

R.K Kanodia<br />

Partner<br />

Membership No. 16121<br />

Place : Gurgaon<br />

Dated : 15th June, 2005<br />

Praveen Mudgal<br />

Company Secretary<br />

For & on Behalf <strong>of</strong> the Board<br />

D.P. <strong>Jindal</strong><br />

Chairman<br />

Saket <strong>Jindal</strong><br />

Manging Director<br />

U.C. Agarwal<br />

D.K. Parikh<br />

H.K. Khanna<br />

47


CORPORATE OFFICE:<br />

Plot No. 30, Institutional Sector-44, Gurgaon-122 002<br />

Tel.: +91 124 2574325 / 26, Fax: +91 124 2574327<br />

e-mail:contact@mahaseam.com<br />

Website: www.jindal.com<br />

REGD.OFF. & WORKS:<br />

Pipe Nagar, Village Sukeli, Taluka Roha, N.H.-17, B.K.G. Road, Distt. Raigad-402 126 (Maharashtra) India<br />

Tel.: +91 2194 238511 / 12 / 16 Fax: +91 2194 238513

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