Modern Malleables Ltd Directors Report

Your Directors are pleased to present the 40^th Annual Report of your Company alongwith the Audited Accounts for the financial year ended 31^st March 2024.

1. FINANCIAL PERFORMANCE :

The financial performance of the Company for the financial year ended March 31, 2024 is summarised below:

Rs. in Lacs

Particulars	As on 31.03.2024	As on 31.03.2023
Revenue from operations	6799.46	5239.57
Total expenditure	5186.62	4134.13
Operating profit / (Loss)	1612.84	1105.44
Other Income	334.23	200.48
Profit (Loss) before interest, depreciation, amortization and Tax	1947.07	1305.92
Finance cost	–	–
Depreciation	73.56	78.55
Profit/(Loss) before Tax	1873.51	1227.35
Tax expenses	464.16	300.81
Profit/(Loss) after tax	1409.35	926.54

2. STATE OF COMPANYS AFFAIRS AND OPERATIONS

As you are aware the Company is engaged in Power and Telecommunication Sectors. Your Company is making all efforts to achieve its core manufacturing activities in order to achieve its objectives. The Company has over a period of few years added technical expertise/facilities involving structural, telecommunication and instrumentation work to the Companys expertise. It has taken continuous initiative to procure further business in the area of supply and erection packages in telecommunication and power sector in an emerging competitive market now.

3. SHARE CAPITAL

The Paid up Equity Share Capital as on 31^st March, 2024 was Rs.1165.25 lacs and there has been no change in the capital structure of the Company.

During the year under review, the Company has neither issued shares with differential voting rights / convertible warrant nor has granted any stock options or sweat equity. As on March 31, 2024 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

4. DIVIDEND

To conserve the resources for future purpose, the Board of Directors of your Company does not recommend any dividend for the financial year 2023-24.

5. TRANSFER TO RESERVES

There was no transfer to General Reserves during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in the nature of business of the Company.

7. DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

As on 31^st March 2024, there are no unclaimed deposits with the Company. The Company has not defaulted in repayment of deposits or payment of interest on deposits thereon in the past.

8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of its business. Detailed procedural manuals are in place to ensure that all the assets are protected against loss and all transactions are authorized, recorded and reported correctly. The internal control system of the Company is monitored

and evaluated by internal auditors and their audit reports are reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

9. STATUOTRY AUDITORS

The members at the 39thAnnual General Meeting of the Company was held on September 29, 2023 appointed M/s. B.R. Khaitan & Co., Chartered Accountants having Firm Registration No. 305012E as the Statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusion of the 39^th Annual General Meeting until conclusion of 44^th Annual General Meeting to be held in 2028. The Auditors Reports for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees. The details relating to fees paid to the Statutory Auditors are given in the Financial Statements and Corporate Governance Report in the Annual Report.

10. AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the year ended March 31, 2024 forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Report, which calls for any further comments or explanations.

11. COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, has re-appointed M/s. A S & Associates (Registration No. 000523), as the Cost Auditors for conducting the audit of the cost records maintained by the company in respect of certain specified products covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration based on the recommendation of the audit committee. The remuneration together with reimbursement of application GST thereon and actual out of pocket and travelling expenses incurred in connection with audit of cost accounting records of the Company to be paid to the Cost Auditors is subject to ratification by the members in the ensuing Annual General Meeting of the Company. The Cost Audit Report in respect of specified products covered under the Companies (Cost Records and Audit) Rules, 2014 pertaining to the financial year ended March 31, 2024 was filed by the Company with the concerned authorities.

12. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Agarwal Priti & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2023-24 to undertake secretarial audit of the Company.

The Company has received the Secretarial Audit Report in the prescribed Form MR-3 and the same is marked with this report as Annexure-I. However, there are certain observations and the same are mentioned in the Secretarial Audit, which are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

13. INTERNAL AUDITORS

The Company has, in accordance with the applicable provisions of the Companies Act, 2013 M/s. H. Kabra

& Co, Chartered Accountants have been appointed as the Internal Auditors of the Company for the financial year 2024-25.

14. DIRECTOR

In terms of Articles of Association of the Company, Mrs. Siddhishree Jhunjhunwala, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

15. DECLARATION BY INDEPENDENT

DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b)

& 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and section 203 of the Companies Act, 2013 read with the Rules framed thereunder :-

a. Mr. Biswanath Jhunjhunwala : Chairman and Managing Director (DIN :00331168) b. Mrs. Siddhishree Jhunjhunwala : Director (DIN

: 08884963), c. Mr. M.K. Chowdhury : Independent Director (DIN : 00477522) d. Mrs. Mina Roy : Independent Director (DIN : 07161164) e. Mr. Pradip Kumar Ghosh : Independent Director (DIN : ‘07083871), f. Mr. Atanu Sen Sarma : Independent Director (DIN : ‘ 00347353), g. Mr. Gautam Bharati : Company Secretary (Membership No. A050139)

17. BOARD MEETINGS

The Board of Directors met 11 times during the financial year 2023-24. In order to transact urgent business, approval of the Board/Committee were taken by passing resolutions through circulation pursuant to Section 175 of the Companies Act, 2013, which were noted at the subsequent meeting of the Board/Committees, as the case may be.

Further details regarding meetings of the Board and Committees are furnished in the Corporate Governance Report, which forms part of the Annual Report.

18. BOARD EVALUATION

The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of the performance of the Board as a whole, the Directors individually as well as the evaluation of the working of the Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The process for Board evaluation is inclusive of the following :

The Board evaluates the performance of the Independent Directors excluding the Director being evaluated;

The Nomination & Remuneration Committee evaluates the performance of each Director;

The Independent Directors evaluate the performance of the Non Independent Directors including the Chairperson of the Company taking into account the views of the Executive and Non-Executive Directors and the Board as a whole;

Performances of the Committees of the Board are also evaluated.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance

Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

19. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope :

1. Audit Committee (AC)

2. Nominations and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

4. Corporate Social Responsibility Committee (CSR)

The details of the Committees along with their composition, number of meetings held and attendance at the meetings is provided in the Report on Corporate Governance Report which forms part of the Annual Report.

20. POLICY ON DIRECTORS APPOINTMENTAND

REMUNERATION

A Nomination and Remuneration Policy formulated and adopted by the Board of Directors, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors appointment and remuneration by the Nomination and Remuneration Committee.

21. CORPORATE GOVERNANCE

A separate report on Corporate Governance practices followed by the Company together with a Certificate from the Companys Auditors M/s. B. R. Khaitan & Co., Chartered Accountants, (Firm Registration No.305012E) confirming the compliances to conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, is annexed.

22. MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

In terms of the provisions of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations of the Company is set out in this Annual Report.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that -

(a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable Indian Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) The Directors had 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 as at March 31, 2024 and of the profit of the company for that period;

(c) The Directors 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) The Directors have prepared the annual accounts on a ‘going concern basis;

(e) The Directors, 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) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. VIGIL MECHANISM / WHISTLE BLOWER

POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to report concerns about unethical behaviour.

The Policy is available on the Companys website at www.modernmalleables.com under "Investors" Section. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. No complaint under this head has been received by the Company during the year.

25. ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended 31-03-2024 has been placed on the website of the Company.

26. COMPLIANCE WITH SECRETARIAL

STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year, the Company has complied with all the applicable mandatory provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

27. SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE

COMPANIES

The Company does not have any subsidiary / associate / joint venture Company for the year ended March 31, 2024.

28. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS MADE BY THE COMPANY

The Company has made an investments prescribed under Section 186 (3) and any other applicable provisions of the Companies Act, 2013 during the year, the consent of the members be and is hereby accorded to the Board of Directors for making investment(s) in excess of limits specified u/sec.186 of Companies Act, 2013 from time to time as may be considered notwithstanding that such investment and acquisition together with the Companys existing investments in all other bodies corporate, loans and guarantees given and securities provided shall be in excess of the limits prescribed u/sec. 186(3), of the Companies Act, 2013. Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the standalone financial statements.

29. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with related parties were in the ordinary course of business and at arms length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis. Disclosures as required under Indian Accounting Standards ("IND AS") - 24 have been made in the Standalone Financial Statements.

30. SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status and the Companys operations in future.

31. MATERIAL CHANGES FROM END OF

FINANCIAL YEAR TO DATE OF THIS REPORT

Except as disclosed elsewhere in this report, there have been no material changes and commitments, which can affect the financial position of the Company, occurred after the closure of the financial year till the date of this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, RESEARCH & DEVELOPMENT (R&D), AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to the Boards Report as Annexure II.

33. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee of the Directors inter alia gives strategic direction to the CSR initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report. The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of health, water, sanitation, promoting education, animal field, skill development etc. is annexed to the Boards Report as Annexure III.

During the year under review, the Company was required to spend 2 percent of the average net profits for the preceding three financial years calculated in terms of the provisions of Section 198 of the Act and has therefore accordingly made contributions.

34. DISCLOSURE UNDER RULE 5(1) OF THE

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors.

35. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of the Rule 5 of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details are given in Annexure. In terms of the provisions of sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other details of the employees drawing remuneration in excess of the limits set out in these Rules forms part of the Annual Report. In terms of Section 136 of the Act, this report is being sent to the Members and others entitled thereto excluding the aforesaid.

36. DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics ("RPG Code") applicable to all the Directors and employees of the

Company. The Code provides for the matters related to governance, compliance, ethics and other matters.

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace ("the Policy") to ensure prevention, prohibition and redressed of sexual harassment at workplace. The Policy has been formed to prohibit, prevent and deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressed of complaints pertaining to sexual harassment. The Company provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy and the Policy is gender neutral. During the year under review, no complaints of any nature were received.

37. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that its diverse employees are its most vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development through digital and bespoke interventions. The Company has developed a continuous learning human resource base to unleash potential and fulfill the aspirations of the employees. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify out performers who have the potential for taking higher responsibilities. The employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

38. RISK MANAGEMENT POLICY

The Company is engaged in Engineering, Procurement and Construction ("EPC") business and is exposed to various risks in the areas it operates. The Company has a well-defined risk management framework in place which works at various levels across the enterprise. The risk management mechanism forms an integral part of the business planning and review cycle of the Company and it is designed to provide reasonable assurances that goals are achieved by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Companys financial reporting and its related disclosures. The identification, analysis and putting in place the process for mitigation of these risks is an ongoing process. The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof.

39. ACKNOWLEDGEMENT

The Board of Directors thank the Companys shareholders, customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

The Directors also thank the Government of India, the State Governments and their departs for cooperation. We appreciate and value the contributions made by all our employees.