To,
The Members of Modison Limited
(Formerly known as Modison Metals Limited),
The Directors take pleasure in presenting the 41st Annual
Report of the Company along with the Audited Standalone and Consolidated Financial
Statements for the financial year ended 31st March, 2024.
1. Financial Highlights:
(Rs in Lakhs)
|
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from operation & other income |
40,523.00 |
33,620.77 |
40,525.88 |
33,621.69 |
| Profit before Finance Cost, Depreciation / Amortisation, Tax
& Exceptional items |
3,263.31 |
2,593.30 |
3,265.34 |
2,593.78 |
| Less: Finance Cost |
282.77 |
171.28 |
282.77 |
171.28 |
| Less: Depreciation / Amortisation |
627.90 |
632.53 |
627.90 |
632.53 |
| Profit before Exceptional items and Tax |
2,352.64 |
1,789.49 |
2,354.67 |
1,789.97 |
| Exceptional items |
559.18 |
(256.16) |
559.18 |
(256.16) |
| Profit before tax |
2,911.82 |
1,533.33 |
2,913.85 |
1,533.81 |
| Less: Provision for Tax |
|
|
|
|
| Current tax |
713.00 |
531.00 |
713.37 |
531.07 |
| Less: Tax adjustment of previous year |
0.32 |
5.57 |
0.32 |
5.57 |
| Less: Deferred tax |
64.17 |
(120.52) |
63.93 |
(120.52) |
| Profit after tax |
2,134.33 |
1,117.28 |
2,136.24 |
1,117.69 |
| Add: Balance brought forward from the previous year |
17,073.93 |
15,956.65 |
17,076.60 |
15,958.91 |
| Profit available for appropriation |
19,208.26 |
17,073.93 |
19,212.84 |
17,076.60 |
| Less: Interim Dividend/Final Dividend |
486.75 |
- |
486.75 |
- |
| Balance carried over to Balance Sheet |
18,721.51 |
17,073.93 |
18,726.09 |
17,076.60 |
2. Operations:
On Standalone basis, the Company has achieved the revenue of ?
40,523.00 Lakhs during the financial year under review as compared to ?. 33,620.77 Lakhs
in the previous financial year. The revenue is increase by 20.53% i.e. by ? 6,902.23
Lakhs. The Profit before tax & after exceptional income/expense increased by 89.90%
i.e. by ? 1,378.49 Lakhs & Net Profit after tax has increased by 91.03% i.e. by
?1,017.05 Lakhs.
On Consolidated basis, the Company has achieved the revenue of
?40,525.88 Lakhs during the financial year under review as compared to ?.33,621.69 Lakhs
in the previous financial year. The revenue is increase by 20.53% i.e. by ?.6,904.19
Lakhs. The Profit before tax & after exceptional income/expense increased by 89.97 %
i.e. by 1,380.04 Lakhs & Net Profit after tax has increased by 91.13% i.e. by
?1,018.55 Lakhs
3. Exports:
During the financial year under review, exports (FOB) including export
in INR were at ?6,278.57 Lakh as compared to ?5,034.36 Lakh in the previous financial
year. The export of the company has increased by 24.71% i.e. by ?1,244.21 Lakhs.
4. Financial Liquidity:
Consolidated cash and cash equivalent as on 31st March, 2024
stood at ?. 56.88 Lakhs vis- a-vis ?.47.94 Lakhs in the previous year. The Company?s
working capital management is robust and involves a well-organised process, which
facilitates continuous monitoring and control over receivables, inventories and other
parameters.
5. Change In Nature of Business:
There was no change in the nature of business of the Company during the
financial year under review.
6. Reserves:
During the financial year under review, the Company has not transferred
any amount to Reserves.
7. Dividend:
The Company?s overall performance during the financial year was
strong and on account of healthy retained earnings and cash position, the Company declared
& paid interim dividend @ ? 0.50 per Equity Share having face value of ? 1/- each,
being 50% of the paid-up Equity Share Capital of the Company for the financial year ended
31st March, 2024.
Your directors have pleasure in recommending payment of dividend of ?
2/- (200%) per equity share (previous year ? 1/- (100%) per share) on face value of equity
share of ? 1/- each for the financial year 2023-24, will absorb total cash outflow of ?
649.00 Lakh. The dividend if approved will be paid to those members, whose name shall
appear on Register of members / List of Beneficiaries as on Tuesday, 23rd July,
2024.
8. Share Capital of the Company:
There was no change in the Share Capital of the Company during the
financial year under review. As on 31st March 2024, the paid-up equity share
capital of your Company stood at ?3,24,50,000/- (Three Crore Twenty Four Lakhs Fifty
Thousand only) Divided into 3,24,50,000 Equity Shares of Re. 1/- (Rupee One only) each.
9. Research and Development:
A state-of-the-art recognized R & D Division set up by the Company
in Financial Year 2002 - 2003 got renewed in June 2022 from Department of Science &
Technology Industrial Research, New Delhi. The R & D Division is working for
development of new product as well
as improvement in existing products. The company continue to invest in
R&D towards new product development and capability building.
10. Credit Rating:
| Sr. No. Name of Rating Agency |
Facilities |
Amount (in Crore) |
Ratings |
| 1. CARE Rating Limited |
Long Term Bank Facility |
60.00 |
CARE A; Stable (Single A; Outlook: Stable) |
| 2. |
Short Term Bank Facility |
17.50 |
CARE A1 (A one) |
11. Listing:
The Equity Shares of the Company are listed on BSE Ltd. (BSE) and
National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing
fees to the said Stock Exchanges for the financial year under review.
12. Public Deposits:
During the financial year under review, the Company has not accepted or
renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies
Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
13. Subsidiary, Associate and Joint Venture Companies:
Modison Contacts Private Limited is the wholly owned subsidiary company
of your Company. During the financial year under review, name of Modison Contacts Private
Limited has changed to "Modison HV Private Limited" w.e.f. 28th
November, 2023.
Also, the Company incorporated one more wholly owned subsidiary company
namely Modison Hitech Private Limited on 14th July, 2023 registered with
Registrar of Companies, Mumbai, Maharashtra.
As on 31st March, 2024, the Company has two wholly owned
subsidiary companies namely, Modison HV Private Limited and Modison Hitech Private
Limited. None of the subsidiary companies is material subsidiary within the meaning of
‘material subsidiary? as defined under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Company
had no joint venture or associate company during the financial year under review.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of "Modison HV Private
Limited" and "Modison Hitech Private Limited" in Form AOC - 1 is annexed as
Annexure - I and forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of the Company including Consolidated Financial Statements along with relevant
documents and separate Audited Financial Statements of the said subsidiaries are available
on the website of the Company viz. https://www.modisonltd.com/
14. Consolidated Financial Statements:
Pursuant to the provisions of Sections 129 and 133 of the Act read with
the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing
Regulations, the Company has prepared Consolidated Audited Financial Statements
consolidating financial statements of its subsidiary companies namely "Modison HV
Private Limited" and "Modison Hitech Private Limited" with its financial
statements in accordance with the applicable provisions of Indian Accounting Standards
("Ind-AS").
The Consolidated Financial Statements along with the Independent
Auditors? Report thereon is annexed and form part of this Report. The summarized
consolidated financial position is provided above in point no. 1 of this Report.
15. Particulars of Loans, Guarantees or Investments under Section 186
of the Companies Act, 2013:
The details of loans or guarantees given and investments made by the
Company falling under Section 186 of the Companies Act, 2013 are given under Notes to
Accounts on the Financial Statements.
16. Annual Return:
As required under Section 92(3) read with 134(3)(a) of the Act, the
copy of Annual Return as on 31st March, 2024 will be placed on the
Company?s website and can be accessed at https://www.modisonltd.com/.
17. Material changes and commitments affecting financial position
between the end of the financial year and date of the report:
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year to which the
financial statements relate and upto the date of this report.
18. Details of significant and material Orders passed by the regulators
or Courts or tribunals impacting the Going concern status and company's Operations in
future:
There was no significant or material order passed by any Regulator or
Court or Tribunal, which impacts the going concern status of the Company or will have
bearing on Company's operations in the future.
19. Directors and key managerial personnel:
As on 31st March, 2024, the Board comprised of seven
directors including one independent women director. The Board has an optimum combination
of Executive, Non-Executive and Independent Directors, which is in compliance with the
requirements of the Act and the Listing Regulations and is also aligned with the best
practices of Corporate Governance.
a. Retirement by Rotation:
In accordance with the provisions of Section 152(6) of the Act read
with the Companies (Management & Administration) Rules, 2014 and Articles of
Association of the Company, Mr. Kumar Jay Modi (DIN: 00059396), Director of the Company,
retires by rotation at the ensuing 41st Annual General Meeting
("AGM") of the Company and being eligible, has offered himself for
re-appointment and your Board recommends his re-appointment.
b. Appointment and re-appointment:
Mr. Raj Kumar Modi (DIN: 00027449, who retried by rotation at previous
40th AGM held on 25th July, 2023, was reappointed as director of the
Company in terms of provisions of Section 152(6) of the Act.
Mr. Vijay Kumar Modi (DIN: 10042572) was appointed as Executive - Whole
Time Director of the Company for a period of three years w.e.f. 1st June, 2023
and Changed designation of Mr. Kumar Jay Modi from Whole Time Director to Joint Managing
Director of the Company w.e.f. 25th May, 2023. The shareholders of the Company
have approved their appointment by passing necessary resolutions in 40th AGM of
the Company held on 25th July, 2023.
Pursuant to the provisions of Section 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 6 of the Listing Regulations, the Board of Directors of the Company appointed
Ms. Reema Solanki as Company Secretary and Compliance Officer of the Company w.e.f. 13th
February, 2024.
Brief resume of directors proposed to be re-appointed / remuneration to
be approved as stipulated under Regulation 36(3) of the Listing Regulations and
Secretarial Standard - 2 (SS2) issued by the Institute of Company Secretaries of India
(ICSI), are provided in Notice of 41st Annual General Meeting of the Company.
c. Cessation:
Mr. Vijay Kumar Modi, Whole Time Director of the Company resigned from
the directorship of the Company w.e.f. 10th January, 2024, due to some personal
reason. The Board places on record its sincere appreciation for the valuable contribution
made by him during his tenure as director of the Company.
Second term of Mr. Ramavtar Goenka as an Independent Director of the
Company has been completed w.e.f. closing working hours of 31st March, 2024.
The Board places on record its sincere appreciation for the valuable contribution made by
him during his tenure as director of the Company.
Ms. Manika Arora, Company Secretary and Compliance Officer of the
Company resigned from the services of the Company w.e.f. closing working hours of 28th
November, 2023. The Board places on record its sincere appreciation for her hard work
during her tenure as Company Secretary of the Company.
d. Declaration from Independent Directors:
The Company has received the necessary declaration from all the
Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and pursuant to provisions of Regulation 25(8) of the Listing
Regulations that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence. The
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company's Code of Conduct.
Further, the Independent Directors have also submitted their
declaration in compliance with the provisions of Section 150 of the Act and Rule 6(3) of
the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandated
the inclusion of an Independent Director's name in the data bank of Indian Institute of
Corporate Affairs s ("IICA") till they continue to hold the office of an
Independent Director and they meet the criteria of exemption to undertake online
proficiency self-assessment test conducted by the said Institute.
None of the directors of your Company are disqualified under provisions
of Section 164(2) of the Act. Your directors have made necessary disclosures, as required
under various provisions of the Act and the Listing Regulations.
In the opinion of the Board, all the Independent Directors are persons
of integrity and possess relevant expertise and experience (including the proficiency) and
are independent of the management.
e. Evaluation of the Board?s Performance:
Pursuant to the provisions of the Act and the Listing Regulations, the
Board of Directors of the Company has devised a policy for performance evaluation of the
Chairman, Board, Individual Directors (including Independent Directors) and Committees
which includes criteria for performance evaluation of Non-Executive Directors and
Executive Directors. The Nomination and Remuneration Committee of the Company has
specified the manner of effective evaluation of the performance of the Board, its
committees and Individual Directors of the Company.
For annual performance evaluation of the Board as a whole, its
Committees and individual Directors including the Chairman of the Board, the Company has
formulated a questionnaire to assist in evaluation of the performance. The questionnaires
are prepared considering the business of the Company. The performance of each committee
was evaluated by the Board, based on report on evaluation received from respective Board
committees. The reports on performance evaluation of the Individual Directors were
reviewed by the Chairman of the Board. The Board was satisfied with the evaluation
results.
The evaluation framework for assessing the performance of directors
comprises of the following key areas:
a. Attendance and contribution at Board and committee meetings and
application of his / her expertise, leadership qualities and knowledge to give overall
strategic direction for enhancing the shareholders? value.
b. Review of risk assessment and risk mitigation.
c. His / her ability to monitor the performance of the management and
satisfy himself / herself with integrity of the financial controls and systems in place,
etc.
d. Review of financial statements, business performance and
contribution to enhance the brand image of the Company.
During the financial year under review, a separate meeting of the
Independent Directors of the Company was held on 13th February, 2024 for
evaluation of performance of non- independent directors and the Board as a whole.
f. Key Managerial Personnel (KMP):
The details of Key Managerial Personnel of the Company as on 31st
March, 2024 are as follows:
| Sr. No. Name of KMP |
Designation |
| 1. Girdhari Lal Modi |
Managing Director |
| 2. Mr. Raj Kumar Modi |
Joint Managing Director |
| 3. Mr. Kumar Jay Modi |
Joint Managing Director |
| 4. Mr. Murlidhar Narayan Nikam |
Chief Executive Officer |
| 5. Mr. Ramesh Kothari |
Chief Financial Officer |
| 6. Ms. Reema Solanki |
Company Secretary & Compliance Officer |
20. Meeting of the Board:
The Board meets at regular intervals to discuss and decide on Company /
business policies and strategy apart from other business. A tentative annual calendar of
the Board and Committee meetings is informed to the directors in advance to facilitate
them to plan their schedule accordingly and to ensure meaningful participation in the
meetings. However, in case of special or urgent business need, the Board's approval is
taken by passing resolutions through circulation, as permitted by law, which are noted in
the subsequent meeting of the Board of Directors. The notice of meetings of the Board of
Directors and Committees are given well in advance to all the directors of the Company.
During the financial year under review, the Board of Directors met 5
(five) times, the details of which are given in the report on Corporate Governance,
forming part of this report. The intervening gap between two consecutive meetings was
within the period prescribed under the Act and the Listing Regulations.
21. Directors' Responsibility Statement:
Your directors to the best of their knowledge and belief and according
to the information and explanations obtained by them and as required under Section 134(3)
read with Section 134(5) of the Act state that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year 31st March, 2024 and of the profit of the Company for that
period;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
22. Committees of The Board:
The Company has the following six (6) Board-level Committees, which
have been established in compliance with the requirements of the business and relevant
provisions of applicable laws and statutes:
a. Audit Committee;
b. Stakeholders' Relationship Committee;
c. Nomination and Remuneration Committee;
d. Corporate Social Responsibility Committee;
e. Risk Management Committee; and
f. Finance Committee
Details of the said Committees along with their charter, composition
and meetings held during the financial year under review are provided in the report on
Corporate Governance, forming part of this report.
23. Audit Committee:
The Audit Committee is duly constituted as per the provisions of
Section 177 of the Act and Regulation 18 of the Listing Regulations. As on 31st
March, 2024, the Committee comprised of three members viz. Mr. Ashok Jatia, Jayant
Govindrao Kulkarni and Mr. Raj Kumar Modi. Mr. Ashok Jatia, Non-Executive Independent
Directors of the Company is Chairman of the Committee and the Company Secretary and
Compliance Officer of the Company acts as the Secretary to the Audit Committee.
The Audit Committee was reconstituted during the financial year under
review. Details of reconstitution and other details with respect to Audit Committee are
given in Report of Corporate Governance, forming part of this Report.
The Audit Committee of the Company reviews the reports to be submitted
to the Board of Directors with respect to auditing and accounting matters. It also
supervises the Company's internal control and financial reporting process and vigil
mechanism. All the recommendations made by the Audit Committee were accepted by the Board
of Directors of the Company.
24. Board Diversity:
The Board, on the recommendation of the Nomination and Remuneration
Committee, has framed a policy for Board Diversity which lays down the criteria for
appointment of Directors on the Board of your Company and guides organization?s
approach to Board Diversity.
Your Company believes that Board diversity basis the gender, race, age
will help build diversity of thought and will set the tone at the top. A mix of
individuals representing different geographies, culture, industry experience,
qualification and skill set will bring in different perspectives and help the organization
grow.
25. Investor Education And Protection Fund (IEPF):
Pursuant to the provisions of Section 125 of the Companies Act, 2013
read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(‘the Rules?), all unpaid / unclaimed dividends are required to be transferred
by the Company to the IEPF established by the Government of India after the completion of
seven years. Further, according to the said Rules, the shares on which dividend remained
unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. Accordingly, during the financial
year 2023-24, the Company transferred 21 Equity Shares to the demat account of the IEPF
Authority as required under the IEPF Rules for the dividend remained unclaimed / unpaid
for seven consecutive years or more.
In terms of the provisions of Section 125 of the Companies Act, 2013
and the said Rules, during the financial year 2023-24, an amount of ?73,912/- being
remained Unpaid / Unclaimed Dividend for the Financial Year 2015 - 2016 and an amount of ?
68,208/- being remained Unpaid / Unclaimed Interim Dividend for the Financial Year 2016 -
2017 was transferred to the IEPF Authority.
Further, the unpaid / unclaimed dividend amount lying with the Company
for financial year 2017-18 is due for transfer to the IEPF in the month of March, 2025.
The details of the same are available on the Company?s website viz.
https://www.modisonltd.com/.
26. Disclosure with Respect to Demat Suspense Account / Unclaimed
Suspense Account:
The Company does not have any of its securities lying in Demat /
unclaimed suspense account arising out of public / bonus / right issues as at 31st
March, 2024. Hence, the particulars relating to aggregate number of shareholders and the
outstanding securities in suspense account and other related matters does not arise.
27. Vigil Mechanism / Whistle Blower Policy:
The Company has adopted Vigil Mechanism / Whistle blower Policy for
Directors and employees in accordance with the provisions of Section 177 of the Act and
Regulation 22 of the Listing Regulations to deal with instance of fraud and mismanagement,
if any. It also provides adequate safeguards against victimization of directors or
employees or any other person who avails the mechanism and it provides for direct access
to the Chairman of the Audit Committee in exceptional cases.
We affirm that during the financial year under review, no employee or
director was denied access to the Chairman of the Audit Committee.
The details of the Vigil Mechanism are provided in the report on
Corporate Governance and also posted on the website of the Company at https://www.modisonltd.com/investors/modison-detail-of-establishment-of-vigil-mechanism--
whistle-blower-policy
28. Information Required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013:
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. Your Company has constituted an Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to
report sexual harassment cases at workplace. The Company?s process ensures complete
anonymity and confidentiality of information. There was no complaint of sexual harassment
received during the financial year 2023- 24.
29. Particulars of Employees and Remuneration:
Disclosures pertaining to remuneration and other details as required
under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as Annexure
- II and forms part of this report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure.
Further in terms of Section 136 of the Act, this report and the Financial Statements are
being sent to the members excluding the aforesaid annexure. The said annexure is available
for inspection at the Registered Office of the Company during the working hours and any
member interested in obtaining a copy of the same may write to the Company Secretary and
Compliance Officer of the Company and the same will be furnished on request.
30. Remuneration policy:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations and on recommendation of the Nomination &
Remuneration Committee, the Board of Directors have adopted a policy for selection and
appointment of Directors, Key Managerial Personnel (‘KMPs?), Senior Management
Personnel (‘SMPs?) and their remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other related matters.
The Remuneration Policy has been placed on the website of the Company viz.
https://www.modisonltd.com/investors/modison- company-code-and-policies.
31. Statutory Auditors:
As per the provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the members of the Company at their 39th AGM
held on 6th July, 2022, appointed M/s. M L Bhuwania and Co LLP, Chartered
Accountants, Mumbai (FRN: 101484W) as Statutory Auditors of the Company for a term of 5
(five) consecutive years, and accordingly they will hold office as such till the
conclusion of the 44th AGM of the Company to be held for the financial year
ending 31st March, 2027.
M/s. M L Bhuwania and Co LLP, Chartered Accountants, have furnished a
certificate of their eligibility under Section 141 of the Act and the Companies (Audit and
Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory
Auditors of the Company.
32. Cost Auditors:
As per the provisions of Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the Board of Directors of the Company re-appointed M/s
N. Ritesh & Associates, Cost Accountants, Mumbai (FRN: R100675) as Cost Auditors of
the Company to conduct audit of cost records pertaining to Engineering machinery
(including Electrical & Electronic products) of the Company for the financial year
2024-25, at a remuneration of ?60,000/- (Rupees Sixty Thousand only) plus taxes, subject
to ratification of remuneration by the members of the Company in their general meeting.
A resolution seeking ratification of the remuneration payable to the
said Cost Auditors for the financial year 2024-25 by the members is provided in the Notice
of the ensuing 41st AGM of the Company.
33. Cost Records:
The Cost accounts and records as required to be maintained under
Section 148(1) of the Act are duly made and maintained by the Company.
34. Secretarial Auditors:
Pursuant to the provisions of Section 204(1) of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries, Mumbai (C.P.
No.: 1436) to undertake Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report is appended as Annexure - III and forms part of this Report.
35. Internal Auditors:
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of
the Audit Committee, appointed M/s. V Singhi & Associates, Chartered Accountant,
Mumbai as Internal Auditor of the Company for the financial year 2024- 25. Internal
Auditor submits their report to the Audit Committee on quarterly basis. Based on the
report of Internal Auditor, the management undertakes corrective actions in their
respective areas and thereby strengthens the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee.
36. Remarks on qualification by Statutory Auditors and Secretarial
Auditors:
The Statutory Auditors' reports on the Audited Standalone and
Consolidated Financial Statements of the Company for the financial year ended 31st
March, 2024 forms part of this report. The Statutory Auditors have not made any
qualifications, observations or adverse remarks or disclaimer on the Audited Standalone
and Consolidated Financial Statements for the financial year ended 31st March,
2024.
There are no qualifications, reservations, adverse remarks or
disclaimers made by the Secretarial Auditors in their report for the financial year
2023-24 and the same is annexed to this report as Annexure - III and forms part of this
report.
Further, none of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143(12) of the Act.
37. Internal Financial Control:
The Board of your Company has laid down internal financial controls to
be followed by the Company and such internal financial controls are adequate and operating
effectively. You Company has adopted the policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to Company's policies,
safeguarding of assets, prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures.
The Audit Committee evaluates the efficiency and adequacy of financial
control system in the Company, its compliance with operating systems, accounting
procedures at all locations of the Company and strives to maintain the highest standard in
Internal Financial Control.
38. Risks and areas of Concern:
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non-business risks. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework.
39. Management Discussion & Analysis and Corporate Governance
Report:
Pursuant to the provisions of Regulation 34(3) and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following
have been made part of and attached to this Annual Report:
a. Management Discussion and Analysis Report;
b. Report on Corporate Governance;
c. Declaration on compliance with Code of Conduct;
d. Auditors? certificate regarding compliance with conditions of
Corporate Governance; and
e. Certificate from Practicing Company Secretary that none of the
directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as directors of companies.
40. Particulars of Contracts or Arrangements with Related Parties
referred to in Section 188(1) of the Companies Act, 2013:
Prior omnibus approval of the Audit Committee and the Board is obtained
for the transactions which are foreseeable and of a repetitive nature. All related party
transactions are placed on a quarterly basis before the Audit Committee and Board for
review and approval.
All the transactions with related parties entered into during the
financial year under review were in ordinary course of business on arm?s length
basis. The details of the material related-party transactions entered into during the
financial year as per the policy on RPTs approved by the Board have been reported in Form
AOC 2, which is given in Annexure IV to this Report.
In accordance with the provisions of Regulation 23 of the Listing
Regulations, the Company has adopted the policy on Related Party Transactions and the same
is available on the Company?s website at
https://www.modisonltd.com/investors/modison-policy-on-dealing-
with-related-party-transactions and your Company has filed the reports on related party
transactions with the Stock Exchanges.
41. Corporate Social Responsibility:
Pursuant to the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted
Corporate Social Responsibility (CSR) Committee and has framed policy on Corporate Social
Responsibility. Policy on CSR is available on the Company?s website at
https://www.modisonltd.com/uploads/investor-relations/csr-policy-06082021-335.pdf. As part
of its initiatives under CSR, the Company has identified various projects / activities in
accordance with Schedule VII of the Act.
The details of the initiatives taken by the Company as per the
provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as
amended are given in Annexure V, which forms part of this Report.
42. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Pursuant to the provisions of Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy,
Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure VI, which
forms part of this Report.
43. Compliance With Secretarial Standards:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and your directors confirm compliance of the same during the
financial year under review.
44. Details of proceedings under the Insolvency and Bankruptcy Code,
2016:
During the financial year under review, no application was made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016
nor was any such proceeding pending at the end of the financial year under review.
45. Valuation Of Assets:
During the financial year under review, there was no instance of
one-time settlement of loans / financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose
46. Green Initiatives:
In commitment to keep in line with the Green Initiatives and going
beyond it, electronic copy of the Notice of 41st Annual General Meeting of the
Company including the Annual Report for FY 2023-24 are being sent to all Members whose
e-mail addresses are registered with the Company / Depository Participant(s).
47. Acknowledgements and Appreciation:
The Directors express their deep sense of gratitude to the Central and
State Government Ministries and departments, shareholders, customers, business associates,
bankers, employees, trade unions and all other stakeholders for their support and look
forward to their continued assistance in future.
|
Modison Limited |
|
(Formerly Known as Modison
Metals Limited) |
| Place: Mumbai |
G. L. Modi |
Raj Kumar Modi |
| Date: 29 May, 2024 |
Managing Director |
Jt. Managing Director |
|
DIN:00027373 |
DIN:00027449 |
|