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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 500265ISIN: INE271B01025INDUSTRY: Steel - Seamless Tubes

BSE   ` 868.10   Open: 868.85   Today's Range 860.00
884.95
-10.25 ( -1.18 %) Prev Close: 878.35 52 Week Range 406.25
1099.05
Year End :2023-03 

Pursuant to the Scheme of Amalgamation of United Seamless Tubulaar Pvt. Ltd. (Amalgamating company), a wholly owned subsidiary with the Company, as sanctioned by Hon'ble National Company Law Tribunal Mumbai Bench vide order dated 3rd March 2023, the assets and liabilities of the amalgamating Company were transferred to and vested with the Company with effect from the appointed date i.e. 1st October, 2021. Consequently the Authorised Share Capital of Maharashtra Seamless Ltd. (MSL) stand increased due to clubbing of Authorised Share Capital of United Seamless Tubulaar Pvt. Ltd. (USTPL) into MSL.

During Financial year 2022-23 the Authorised Share Capital was reclassified by cancellation of unissued 20,000,000 Preference Shares of ' 10/- each and creation of 40,000,000 Equity Shares of ' 5/- each.

Further increase the Authorized Share Capital by creation of 20,000,000 Equity Shares of ' 5/- each.

Terms / Rights attached to Equity Share

The company has only one class of Equity Shares having a par value of ' 5/-. Each holder of Equity Shares is entitled to one vote per share.

The company declares and pay dividend in Indian rupees. On 26th May 2023 the board of directors recommended a final dividend of ' 5/- per equity share be paid to shareholders for financial year 2022-23, which is subject to approval by the shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of ' 6,699.96 Lakhs.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

The outstanding loan amount as on 31st March 2023 is USD 30.054 million(which is ' 24,709.12 lakhs). External Commercial Borrowing (ECB) facility of USD 40.07 million (which is ' 30,376.99 lakhs) was availed by Company on 31/03/2020 for acquisition of Rig Jindal Explorer from Star Drilling Pte. Ltd. This facility is secured by mortgage and charge on cash flows of specific asset as also general and other assignment. Company would repay the loan amount of USD 49.75 million in 71 installments as per the monthly repayment schedule starting 10th May 2020 (as per repayment schedule).

g) Indian Oil Corporation Ltd. (IOCL) had raised a claim of ' 1,798.48 Lakhs during the financial year 2008-09 & against this claim a performance bank guarantee of ' 852.79 Lakhs which was given to IOCL, was realized by IOCL and an equivalent amount was charged in the Profit & Loss Account in financial year 2008-09. As a dispute had occurred the matter was referred to arbitration. The arbitrator allowed certain claims in favour of the company & certain claims were disallowed. Both IOCL & the company Preferred an appeal before Honourable Delhi High Court. Pending proceedings In the Court IOCL was required to deposit the amount awarded by the Arbitrator in favour of the company in the Court. The Company provided a Bank Guarantee in favour of Registrar General, Delhi High Court for an amount of ' 2,450 Lakhs for securing the amount to be disbursed by the Honourable Court in favour of the company. Consequently the company received an amount of ' 2405.53 Lakhs from the Honourable Court. As the proceedings are currently pending with Honourable Court no adjustments have been made in the accounts & the amount received has been reflected as liability. Necessary adjustments shall be made upon final disposal of appeal.

2.28 The company has imported Capital Goods under the Export Promotion Capital Goods (EPCG) scheme of the Government of India, at concessional rate of duty against the Legal Undertaking (LUT) to fulfil Exports obligations. The duty saved on such import of capital goods during the year amounting to ' 378.82 Lakhs (Previous Year ' 521.57 Lakhs) and for this the company is under an obligation to export goods amounting to ' 1,136.47 Lakhs (Previous Year ' 1,564.73 Lakhs), within a period of eight years, commencing from the date of issue of licenses. The company has, however, fulfilled, the export obligation till date to the extent of ' Nil (Previous Year ' Nil), for which the LUTs are to be discharged.

Pending fulfilment of such future export obligations entails Custom Department a right to enforce the LUT executed by us to the extent of ' 1,136.47 Lakhs (Previous Year ' 1,564.73 Lakhs).

2.29 Estimated amount of contracts remaining to be executed on capital account, net of advances, and not provided for ' 901.44 Lakhs (Previous Year ' 1,323.56 Lakhs).

2.30 The company is entitled to Mega Project Industrial Promotion Subsidy under the Package Scheme of Incentive 2007 approved by the Govt. of Maharashtra, to the extent of 75% of the eligible fixed capital investment at Mangaon or to the extent of taxes paid to the State Govt. less incentive of stamp duty and electricity duty. The incentives period was from 15/11/2013 to 14/11/2022.

Now In accordance with Ind AS 20 (Government Grants), Subsidy has been classified as Deferred Liability and would be recognised in statement of profit and loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate.

During the year company recognised deferred revenue ' 4,354.89 (Previous Year ' NIL) and ' 678.37 lakhs (Previous Year '187.27 Lakhs) had been transferred to Profit & Loss account.

2.31 Dividend income on perpetual preference shares have not been considered as dividend is not declared.

2.32 Dues to micro and small suppliers

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2nd October 2006, as amended on 1st June,2020, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with the management, the company owes ' 236.07 Lakhs (Previous Year ' 238.35 Lakhs) to Micro and Small Enterprises. However, no interest during the year has been paid or payable in respect thereof. No amount of interest is accrued and remains unpaid at the end of the accounting year.

2.34 In the opinion of the company, the value on realisation of current assets, loans & advances in the ordinary course of the business shall not be less than the amount at which they are stated in the Balance Sheet.

2.35 a) The employees' gratuity fund scheme managed by LIC of India is a defined benefit plan. The present value of obligation

is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

2.36 Segment Information

The Group's operating segments are established on the basis of those components of the group that are evaluated regularly by the Executive Committee (the 'Chief Operating Decision Maker' as defined in Ind AS 108 - 'Operating Segments'), in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of products and services, the differing risks and returns and the internal business reporting systems.

The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Others".

Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Others"

Identification of Segments

Business segment: The Company's operating businesses are organised and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products. The three identified segments are Steel Pipes & Tubes , Power - Electricity and RIG.

Inter Division transfers of goods, as marketable products produced by separate divisions of the company for captive consumption are made as if sales were to third parties at current market prices and are included in turnover.

Capital Management

The primary objective of the Company's capital management is to ensure availability of funds at competitive cost for its operational and development needs and maintain a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.

The Company manages its capital structure and makes changes in view of changing economic conditions. No changes were made in the objectives, policies or process during the year ended 31.03.2023 and 31.03.2022. There have been no breaches of the financial covenants of any interest bearing loans and borrowings for the reported period.

The Company monitors capital structure on the basis of debt to equity ratio. For the purpose of Company's capital management, equity includes paid up equity share capital and reserves and surplus and effective portion of cash flow hedge and debt comprises of long term borrowings including current maturities of these borrowings.

The following table summarises total debt and equity of the Company:

Fair Value Techniques:

The fair value of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

a) Fair value of cash and short term deposits, trade receivables, trade payables, current loans, other current financial assets, short term borrowings and other current financial liabilities approximate to their carrying amount largely due to the short term maturities of these instruments.

b) The fair value of investment in quoted Equity Shares and Mutual Funds is measured at quoted price or NAV.

c) All foreign currency loans and liabilities are translated using exchange rate at reporting date Fair Value Hierarchy

The following table provides the fair value measurement hierarchy of Company's asset and liabilities grouped into Level 1 to Level 3 as described below:

Quoted prices / published Net Asset Value (NAV) in an active markets (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities and financial instruments like mutual funds for which NAV is published by mutual funds. This category consist mutual fund investments and equity share instrument of other companies.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (that is, unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumption that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Assets and Liabilities Measured at Fair Value (Accounted)

The fair values of the financial assets and financial liabilities included in the level 2 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties. Following table describes the valuation techniques used and key inputs to valuation for level 2 of the fair value hierarchy as at 31.03.2023 and 31.03.2022.

2.46 Financial Risk Management Objectives and Policies

The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's activities exposed to various risk such as market risk, credit risk and liquidity risk.

The sensitivity analyses exclude the impact of movement in market variables on the carrying value of post-employment benefit obligations, provisions and on non-financial assets and liabilities. The sensitivity of the relevant statement of profit and loss item is the effect of the assumed changes in respective market rates. The company's activities are exposed to varieties of financial risk including the effect of changes in foreign currency exchange rates and interest rates. The company uses derivatives financial instruments such as foreign exchange forward contracts of varying maturity depending upon the underlying contract and risk management strategy to manage its exposures to foreign exchange fluctuation and interest rates.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below. Market risk and sensitivity 1. Foreign Currency Risk and Sensitivity

Foreign Currency Risk is the risk that the present exposure or Future Cash Flows will fluctuate because of changes in foreign currency rates. The company follow natural hedging to the extend of inward and outward of forex exposure and takes forward contracts to minimise the risk of fluctuation in foreign exchange rates for remaining amount. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee.

3. Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument fails to perform or pay the amounts due causing financial loss to the Company. Credit risk arises from Company's activities in investments, dealing in derivatives and receivables from customers.

The Company has a prudent and conservative process for managing its credit risk arising in the course of its business activities. Credit risk across the Company, is actively managed through Letters of Credit, Bank Guarantees, advance payments and security deposits .

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets.

4. Liquidity Risk

Liquidity risk is the risk that the company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (i.e. trade receivables, other financial assets) and projected cash flows from operations. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of working capital loans, letter of credit facility, bank loans and credit purchases.

E. Other Statutory information

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property

ii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lendor invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

vi) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

vii) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017

viii) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.

ix) Relationship with Struck entities *

2.48 Amalgamation of United Seamless Tubulaar Private Limited

National Company Law Tribunal (NCLT) of Judicature Mumbai Bench vide their order dated 3rd March, 2023 respectively sanctioned the scheme of amalgamation of United Seamless Tubulaar Private Limited (USTPL) ("Amalgamating Company"), a subsidiary of Maharashtra Seamless Limited (MSL) ("Amalgamated Company") and their respective shareholders and creditors, pursuant to the provisions of section 230 to 232 and other provisions of the Companies Act, 2013. The scheme became effective upon filing of certified copies of the Orders of the National Company Law Tribunal ofJudicature at Mumbai Bench to Registrar of Companies on 31st March 2023. The scheme is effective from Appointed Date i.e. 1st October, 2021 inter alia provides for the amalgamation of United Seamless Tubulaar Private Limited (USTPL) ("Amalgamating Company"), a subsidiary of Maharashtra Seamless Limited (MSL) ("Amalgamated Company") and upon the Scheme becoming effective, the Amalgamating Company transferred to and be vested in the Amalgamated Company, as a going concern, without any further deed or act, together with all the properties, assets, rights, liabilities, benefits and interest therein, subject to any existing lien or lis pendens, which shall be deemed to be modified subject to the provisions of the Scheme. The amalgamated company acquiures balance equity share of United Seamless Tubulaar Private Limited in April 2022 with that it become a wholly owned subsidiary.

With the scheme becoming effective the amalgamated company account for the amalgamation in the books of accounts were made in accordance with the applicable accounting standards prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India and specifically under "Pooling of Interest Method" of accounting as laid down in Appendix C of IND-AS 103 (Business Combinations of entities under common control) as under:

(a) All the assets, liabilities and reserves in the books of USTPL stand transferred to and vested in MSL pursuant to the scheme and recorded by MSL at their carrying amounts as appearing in the books of USTPL, on the Appointed Date;

(b) The carrying amount of investments in the equity shares of the USTPL held by MSL, stand cancelled and there shall be no further obligation in that behalf;

(c) Upon the scheme coming into effect, the surplus /deficit, if any of the net value of assets, liabilities and reserves of USTPL acquired and recorded by the MSL over the value of investments cancelled pursuant to Clause 10.2, adjusted in "Capital Reserve Account" in the financial statements of MSL;

(d) No shares were issued pursuant to the amalgamation as Transferee Company holds the entire capital of Transferor Company

(e) Inter- Company transactions and balances including loans, advances, receivable or payable inter se between the transferor and the transferee Companies as appearing in their books of account, if any, stand cancelled;

(f) Comparative financial information in the financial statements of the MSL restated for the accounting impact of amalgamation, as stated above, as if the amalgamation had occurred from the beginning of the comparative year.

2.49 Previous year figures have been regrouped / recast, where necessary, to conform to the current year classification.