Modern Steels Director Discussions


Dear Members,

Your Directors hereby present their 48th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2022.

FINANCIAL SUMMARY

Rs. in Lakhs
Particulars Year Ended 31.03.2022 Year Ended 31.03.2021
Net Sales & Income from Operations 18242 8724
Operating Profit/(Loss) 8058 (1717)
Finance Cost 86 46
Cash Profit/(Loss) 7972 (1763)
Depreciation & Amortisation 359 487
Profit/(Loss) before Exceptional Items 7613 (2250)
Exceptional Items 137 6112
Profit/(Loss) before Tax 7750 3862

PERFORMANCE

During the year under review, the company achieved net sales of Rs. 18242 Lakhs as against Rs. 8724 Lakhs in the previous year and resulting into net operational profit before exceptional items of Rs. 7613 Lakhs against the net loss of Rs. 2250 Lakhs in the previous year.

DIVIDEND

Due to the ongoing financial constraints in the Company, the Directors have not recommended any dividend for the year under review.

BUSINESS TRANSFER AGREEMENT (BTA) / SLUMP SALE EXECUTION

Members will recall that, on 15th November 2020 the Business Transfer Agreement (BTA) had been executed between M/s Arjas Steel Pvt. Ltd./ M/s Arjas Modern Steel Pvt. Ltd. (Purchaser), Modern Steels Ltd. (Seller), Promoters (Mr. Krishan Kumar Goyal and Mr. Aditya Goyal)

After the execution of the Business Transfer Agreement and Job Work Contract, the company has given the operations of the plant to M/s Arjas Steel Pvt. Ltd. where they took control of the plant and operated till 05.01.2022.

Pursuant to the execution of BTA the Properties of the Unit (the Land & Building of the Plant and Staff Colony) in Mandi Gobindgarh, were transferred to Arjas Modern Steel Pvt. (Buyer) and the Deeds of Conveyance were duly registered with the office of Tehsildar, Mandi Gobindgarh, Punjab on 05th January 2022.

The Plant & Machinery of the unit and other current assets and liabilities were also transferred to buyer under slump sale.

The slump sale was completed on 05.01.2022 and the intimation regarding the same was given to Bombay Stock Exchange.

Lender

Punjab National Bank

It is informed to the Honble members that Punjab National Bank vide its letter dated 16.11.2021 has given its sanction letter for One Time Settlement (OTS) of the Debt of the Company and accordingly on the due date the payment was made to the Bank. Further upon payment, the Bank on 29.12.2021 issued a No Objection Certificate cum No Dues Certificate. Accordingly, all the charges have been vacated from the Ministry of Corporate Affairs.

DEPOSITS

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year under review.

TRANSFER TO RESERVES

Considering the financial position of the Company and requirements of regular funds for operations, no amount has been transferred to the General Reserves of the Company during Financial Year 2021-22.

SHARE CAPITAL

The paid up equity share capital is Rs. 14,40,00,000/- divided into 1,44,00,000 equity shares of Rs. 10/- each and there was no change in capital structure during the financial year 2021-22.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and Management Discussions & Analysis is attached herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall within the ambit of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS

Mr. Krishan Kumar Goyal, Chairman & Managing Director, (DIN: 00482035), shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. In view of his considerable experience and expertise, Directors of your Company recommends his reappointment as Director of Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Krishan Kumar Goyal (Chairman & Managing Director), Mr. Suresh Kumar Puri *(Chief Financial Officer) and Ms. Deepa **(Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company.

*Mr. Divnain Singh Chowdhary ceased to be the Chief Financial Officer of Company w.e.f. 01.02.2022 and Mr. Suresh Kumar Puri was appointed as the Chief Financial Officer w.e.f. 25.07.2022.

**Ms. Anjali was appointed as Company Secretary & Compliance Officer of Company from 05.05.2021, however she left the Company on 15.10.2021. Further, so as to fill the vacancy Mr. Himanshu Kalra, was appointed as Company Secretary & Compliance Officer from 16.10.2021 but due to some personal reasons, he left the Company on 08.01.2022. Thereafter, Ms. Deepa has been appointed as Company Secretary & Compliance Officer w.e.f. 14.02.2022.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 read with the rules made thereunder and Regulation 25 (8) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, that they meet the criteria of independence as laid out in Subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of your Company formed an opinion that the Independent Directors of our Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant experience for performing their role as an Independent Directors.

BOARD DIVERSITY AND REMUNERATION POLICY

In accordance with Para A of Part D and Regulation 19 of Listing Regulations, the Board has framed Nomination & Remuneration Policy for appointment and remuneration of Directors, Key managerial Personnel and Senior Management Employees, which includes the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section 3 of section 178 of the Companies Act, 2013. As on 31st March, 2022, the Board consists of four directors out of which one is Executive Director, and three are Independent Directors.

The Board periodically evaluates the need for change in its composition and size.

We affirm that the remuneration paid to the Directors is as per the terms approved by the Nomination and Remuneration Committee of the Company.

With reference to the provisions of Section 136(1) of the Companies Act, 2013, information required under Section 197(2) read with rule 5(1) not forms part of this report. Since, no person is employed who draws remuneration pursuant to the provision of 197(2) read with rule 5(2).

HUMAN RESOURCES

The Company is having motivated work force. Harmonious employee relations prevailed throughout the year.

Your Directors place on record their appreciation for all employees for their hard work and dedication.

BOARD MEETINGS

During the year under review, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out the performance evaluation of the Board as a whole, its Committees and individual directors. Led by the Nomination & Remuneration Committee (‘NRC), the evaluation was carried out using individual questionnaires covering composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

As part of the evaluation process, the performance of Non Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non Independent Directors was done by the Board excluding the Director being evaluated.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. Related Party disclosures as per AS-18 have been provided in the Notes to the Financial Statements. Further, no material related party transactions held during the financial year 2021-22.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "ANNEXURE-A" to this report.

RISK MANAGEMENT

The Company recognises that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has formulated Risk Management Policy to identify and then manage threats/risks that could have impact on the goals and objectives of the Company.

The Audit Committee of the Company periodically reviews and evaluates the adequacy of risk management systems, keeps an eye on execution of risk management plan of the Company and advises management on strengthening mitigating measures wherever required. The actual identification, assessment and mitigation of risks is however done by the executives of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct.

Accordingly, the Board of Directors have formulated Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns & grievances of Employees, Directors and Senior Executives.

Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During financial year 2021-22, no complaints were received.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Modern Steels Limited has aligned its current systems of internal financial control with the requirement of Companies Act, 2013.

Modern Steels Limiteds internal controls are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The management assessed the effectiveness of the Companys internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) as of 31st March, 2022. The assessment involved selfreview and external audit.

M/s Aaryaa & Associates, the statutory auditors of Modern Steels Limited have audited the financial statements including in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in Section 143). The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action.

Based on its evaluations (as defined in Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Audit Committee has concluded that, as of 31st March, 2022, the internal financial controls were adequate and operating effectively.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has the following Board Level Committees established by the Board in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

The details regarding composition, terms of reference, number of meetings held, etc. of the above Committees are included in the Report of Corporate Governance, which forms parts of this Report. There has been no instance where the board has not accepted recommendation of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. Further, the provisions of Companies Act mandating constitution of Risk Management Committee are not yet applicable to the Company.

AUDITORS Statutory Auditors

M/s. Aaryaa & Associates, Chartered Accountants, (Registration No. 015935N), were appointed as Statutory Auditors of the Company at 45th Annual General Meeting for a period of three years till the conclusion of the 48th Annual General Meeting to be held in the year 2022 at a remuneration mutually agreed between the Board of Directors of the Company and the Statutory Auditors, whose tenure is going to expire at this ensuing Annual General Meeting.

The Board of Directors pursuant to Section 139 and 142 and other applicable provisions of Companies Act, 2013, if any and the rules framed thereunder and subject to approval of Shareholders approved appointment of M/s. APT& Co. LLP, Chartered Accountants as Statutory Auditors of Company for a period of two (2) years to hold office from this ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2024 at a remuneration mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors had appointed M/s. Sanger & Associates, Company Secretaries as Secretarial Auditor of the Company for the financial year 2021-22 for conducting the Secretarial Audit as required under the provisions of Companies Act, 2013.

Further, M/s. Sanger & Associates, Company Secretaries being eligible for re-appointment expressed his willingness to act as Secretarial Auditor of Company for Financial Year 2022-23, the Board of Directors on recommendation of Audit Committee approved the re-appointment of M/s. Sanger & Associates as Secretarial Auditors of the Company for Financial Year 2022-23.

AUDITORS REPORT Statutory Auditors Report

The Statutory Auditors of the Company M/s. Aaryaa & Associates, Chartered Accountants, has submitted the Auditors Report on standalone financial statements for the period ended March 31, 2022 which do not contain any qualification, reservation or adverse remark or disclaimer. The notes to the accounts referred to in the auditors report are self-explanatory and therefore, do not call for any further comments. The Auditors have also not reported any matter under section 143(12) of the Companies Act, 2013. Secretarial Auditors Report

The Secretarial Auditor M/s. Sanger & Associates, Company Secretaries has submitted the Secretarial Audit Report for the Financial Year 2021-22 in Form No. MR-3 and forming part of this Directors Report annexed as "ANNEXURE-B".

Secretarial Auditors Qualification in Secretarial Audit Report

The Company has generally complied with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except noncompliance with Regulation 33 and Regulation 23 (9), wherein the filings to the Stock Exchange was not filed within the stipulated time.

Managements Reply:

There was delay in filing to stock exchange because due to the tedious procedure of completing Slump Sale of the Assets of the Company and the 2nd wave of COVID 19 Pandemic, the finalization of the accounts got delayed and the company was unable to file the quarterly results with in stipulated time limit. Further, all the fines levied by the BSE for the Non-Compliances of the Regulation 33 have been deposited by the Company. Apart from that, the Company has complied with all the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3), Section 134(3)

(a) and Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return in Form No. MGT-9 is available on the website of Company www.modernsteels.com and also annexed as "ANNEXURE-C" forming part of this report and also available on the website of the Company at www.modernsteels.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 for Financial Year 2021-22 forms part of the notes to the financial statements provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after 31st March, 2022 till the date of this report, which may affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this Policy.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. No complaints were received during financial year 2021-22.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors 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 as at 31st March, 2022 and of the loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts for the year ended 31st March, 2022, on a ‘going concern basis;

v) 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;

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION

The Directors also wish to place on record its appreciation for the commitment displayed by all employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

By order of the Board of Directors
For Modern Steels Limited
Krishan Kumar Goyal
Place: Chandigarh Chairman and Managing Director
Dated: 27th August, 2022 DIN: 00482035