modison ltd share price Directors report


To

The Members of Modison Metals Ltd

The Directors have pleasure in presenting the 39th Annual Report of the Company along with the Audited Financial Statements (both on standalone and consolidated basis) ("Financial Statements") of Modison Metals Limited for the financial year ended 31st March, 2022.

Financial Results

(Rs. in Lakhs )

Consolidated

Standalone

2021-22 2020-21 2021-22 2020-21
Revenue from operation & other income 34,119.89 29,364.97 34,118.85 29,363.76
Gross Profit before Finance Cost, 3,198.06 4,152.44 3,197.51 4,151.61
Depreciation/ Amortisation & Exceptional items
Less: Finance Cost 204.81 204.87 204.79 204.87
Less: Depreciation / Amortisation 660.85 607.84 660.85 607.84
Profit before Exceptional items 2,332.40 3,339.73 2,331.87 3,338.90
Exceptional items (353.72) (358.68) (353.72) (358.68)
Profit before taxation 1,978.68 2,981.05 1,978.15 2,980.22
Less: Provision for Taxation
Current tax 547.44 840.13 547.25 840.00
Taxation adjustment of previous year 0.02 (30.58) - (30.57)
Deferred tax (31.85) (72.25) (30.98) (72.33)
Profit after taxation 1,463.07 2,243.75 1,461.88 2,243.12
Add: Balance brought forward from the previous year 14,820.34 13,063.34 14,819.27 13,062.90
Profit available for appropriation 16,283.41 15,307.09 16,281.15 15,306.02
Less: Interim Dividend (324.50) (486.75) (324.50) (486.75)
Balance carried over to Balance Sheet 15,958.91 14,820.34 15,956.65 14,819.27

Operations

During the year under review on consolidated basis, the Company has achieved the turnover of Rs. 34,119.89 as compared to Rs. 29,364.97 Lakhs during previous year. The turnover is increased by 16.19% i.e. by Rs.4,754.92 Lakhs. The Profit before tax after exceptional income/expense decreased by 33.63% i.e. by Rs.1,002.37 Lakhs & Net Profit after tax decreased by 34.79% i.e. by Rs.780.68 Lakhs.

On an unconsolidated basis, the Company has achieved the turnover of Rs. 34,118.85 Lakhs as compared to Rs.29,363.76 Lakhs during previous year. The turnover is increased by 16.19% i.e. by Rs.4,755.09 Lakhs. The Profit before tax & after exceptional income/expense has decreased by 33.62% i.e. by Rs.1,002.07 Lakhs & Net Profit after tax decreased by 34.83% i.e. by Rs. 781.24 Lakhs. .

Exports

The Exports (FOB) including export in INR during the year amounts to Rs. 5,527.64 Lakhs as against Rs.5,133.02 Lakhs achieved in the previous year. The export is increased by 7.69% i.e. by Rs.394.62 Lakhs.

Dividend

The Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. In view of the Companys performance and on account of healthy retained earnings and cash position, the Board declared & paid an interim dividend of Rs.1.00 (100%) per equity share during the financial year ended 31st March, 2022.

Stock Exchange

The Companys equity shares are listed at BSE Limited and with effect from May 03, 2021 on National Stock Exchange under Scrip Code MODISNME.

Research & Development

A state-of-the-art recognized R & D Division set up by the Company in Financial Year 2002- 2003 got renewed in May 2019 from Department of Science & Technology Industrial Research, New Delhi. The R & D Division is working for development of new products as well as improvement in existing products. The company continues to invest in R&D towards new product development and capability building.

Change in nature of Business

There being no change in the nature of business of the Company during the year.

Transfer to Reserves

The Company has not transferred any amount to Reserves for the Financial Year ended 31st March 2022.

Management Discussion and Analysis Report

A detailed review of the operations, performance, future outlook, Research and development, risk management and its business are given in the Management Discussion and Analysis Report and forms part of this report.

Share Capital

The paid up equity capital as on 31st March 2022 stood at Rs.324.50 Lakhs. There was no change in the Share Capital during the year under review.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

Financial Liquidity

Cash and cash equivalent as on March 31, 2022 stood at Rs.407.94 Lakhs vis-?-vis Rs.18.94 Lakhs in the previous year. The Companys working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

Credit Rating

The credit rating awarded to your Company by CARE LTD on its long term bank facilities is

"CARE A Stable" & short-term bank facilities is "CARE A1", respectively.

Sr. No. Facilities Rating Remarks
1. Long Term Bank Facilities CARE A; Stable (Single A; Outlook : Stable) Assigned
2 Short Term Bank Facilities CARE A1 (A One) Assigned

Public Deposits

The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposit was outstanding as on the balance sheet date.

Loans. Guarantees and Investments

The particulars of loan, guarantee and investment as per section 186 of the Act by the Company, have been disclosed in the Financial Statement.

Internal Audit and its Adequacy

The Companys internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The audit committee reviews reports presented by the internal auditor. The committee makes note of the audit observations and takes corrective actions wherever necessary. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Additional details on Internal Financial Controls and their adequacy are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

Internal Controls Over Financial Reporting

The Companys internal financial controls are commensurate with the scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has put in place robust policies and procedures, which inter alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors

Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has Whistle blower Policy for Directors and employees to deal with instance of fraud and mismanagement, if any. The Whistle blower Policy has been uploaded on the website of the Company and the web-link is http://www.modison.com/company-code-and-policies.html.

Subsidiary, Associate and Joint Venture Companies

Modison Contacts Private Limited is the wholly owned subsidiary Company of your Company. The revenue from operations during the financial year 2021-22 stood at Rs.1.04 Lakhs as compared to Rs.1.21 lakhs in the previous year. It has earned total comprehensive income of Rs.1.20 Lakhs during the year as compared to Rs. 0.63 lakhs in the previous year.

The material subsidiaries policy is available on Companys website and the web link is http://www.modison.com/ company-code-and-policies.html.

Joint Ventures

There are no joint venture companies within the meaning section 2(6) of the Companies Act, 2013.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report.

During the year, Board of Directors reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format of AOC-1 appended as Annexure- V in Board Report.

In accordance with Section 136 of the Companies Act, 2013 the audited financial statements including consolidated financial statements and related information of the Company and audited account of its subsidiary are available on our website www.modison.com.

Board of Directors and Key Managerial Personnel

Directors

A. Appointment/ Re-Appointment

Mr. Kumar Jay Modi, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for the purpose of attending meetings of the Board / Committee of the Company.

B. Cessation

There was no instance of resignation/ cessation of Directorship during the year under review.

C. Key Managerial Personnel (‘KMP)

Pursuant to the provisions of Section 203 of the Act, the following Directors/officials of the Company have been designated as Key Managerial Personnel of the Company by the Board of Directors:- 1. G. L. Modi, Managing Director 2. Raj Kumar Modi, Joint Managing Director 3. Manish Kumar Srivastava, Joint Managing Director 4. Kumar Jay Modi, Whole time Director 5. Ramesh Mangilal Kothari, Chief Financial Officer 6. Manika Arora, Company Secretary.

The notice convening the Annual General Meeting includes the proposal for reappointment of Directors.

D. Declaration From Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014, as amended.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of technology, digitalisation, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment &Qualification of Directors) Rules, 2014.

In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, since all the Independent Directors of the Company have served as Directors for a period of not less than three (3) years on the Board of Listed Companies as on the date of inclusion of their names in the database, they are not required to undertake online proficiency self-assessment test conducted by the said Institute.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.The details of the Director being recommended for appointment / re appointment have been given in the Explanatory Statement to the Notice of the forthcoming AGM.

Board Effectiveness

Familiarization Program For Independent Directors

A familiarization program for independent directors as approved by the Board and details for the same is available on the Companys website. The web-link is http://www.modison.com/other-announcements.html.

Formal Annual Evaluation

The Board carries out its annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration,

Risk Management, Stakeholders Relationship, CSR and Compliance Committees as mandated under the Act and the Listing Regulations, as amended from time to time. The criteria applied in the evaluation process are explained in the Report on Corporate Governance, which forms part of the Annual Report.

Company Policy on Directors Appointment and Remuneration

The policy on Directors appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, forms part of the Nomination & Remuneration Policy of the Company and The policy is available on the Companys website and the web-link is http://www.modison.com/company-code- and-policies.html.

Number of Meetings of The Board and its Committees

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

Due to business exigencies, the Board has also been approving several proposals by circulation from time to time. During the year, four (4) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of the Annual Report.

The Company has the following seven (7) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Risk Management Committee

3. Corporate Social Responsibility Committee 4. Nomination and Remuneration Committee

5. Stakeholders Relationship Committee 6. Share Transfer Committee. 7. Finance Committee.

The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms part of the Annual Report.

Independent Directors Meeting

The meeting of the Independent Directors in financial year 2021-22 was held on 12th February, 2022.

Audit Committee

The Audit Committee comprises of four (4) members. The Committee is chaired by Mrs. Rita Bhatia (Non-Executive and Independent Director). The other Members of the Committee are Mr. R A Goenka (Non-Executive and Independent Director), Mr. Ashok Jatia (Non-Executive and Independent Director) and Mr. Rajkumar Modi (Executive Director). The Committee comprises of majority of Independent Directors. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report. During the year under review, the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility

Your Company is committed to Corporate Social Responsibility and strongly believes in given back to society.

The Corporate Social Responsibility Committee comprises of Mr. G.L. Modi, Mr. Rajkumar Modi and Mr. R.A. Goenka as the members. Mr. G.L. Modi is the Chairman of the Committee.

The details of the various projects and programs which can be undertaken by the Company as a part of its CSR policy framework is available on the companys website. The web-link is http://www.modison.com/company- code-and-policies.html.

The Annual Report on CSR activities as required under Section 134(3)(o) of the Act read with Rule 8 of the Companies (CSR Policy) Rules, 2014, forms part of this Report as Annexure-II.

Risk Management

The Company is exposed to the risk of price fluctuation of silver (raw material). The Company proactively manages this risk through hedging, inventory management. The Companys reputation for quality with robust marketing existence mitigates the impact of price risk on finished goods.

Also, the Company is exposed to Strategic Risk, Allocation of funds for CAPEX, Operational Risks, Regulatory and environmental non-compliances. The Company copes these risks by developing alternate plans, framing various policies, initiatives, guidelines, using automated systems.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

Related Party Transactions

All transactions with related parties are placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the RPTs, which are foreseeable and repetitive. The RPTs are entered with prior approvals of the Audit Committee and the same are subject to audit. A statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the MD and the Chief Financial Officer (‘CFO).

The policy on RPTs as approved by the Board of Directors has been uploaded on the Companys website and can be accessed at https://www.modison.com/investors/modison-company-code-and-policies

All transactions with related parties during the year were on arms length basis and were in the ordinary course of business. The details of the material related party transactions entered into during the year as per the policy on RPTs approved by the Board have been reported in Form AOC 2, which is given in Annexure III to this Report.

Transfer of Equity Shares, Unpaid/Unclaimed Dividend to the IEPF

In line with the statutory requirements, the Company has transferred to the credit of IEPF set up by the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

Board Diversity

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination. A brief profile of the Directors is available on the website of the Company at www.modison.com.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

Risk Arising out of Litigation, Claims and Uncertain Tax Positions

There are no risk arising out of litigation, claims and uncertain tax positions.

The Company is not exposed to risk arising out of litigations which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies significant judgement when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly.

Auditors i) Statutory Auditors

M/s Kanu Doshi Associates LLP, Chartered Accountants having firm registration No. 104746W /W100096 were appointed as Statutory Auditor of the Company at the AGM held on 8th September, 2020 to hold office from the conclusion of the said meeting till the conclusion of the AGM to be held in the year 2022. The term of office of M/s M/s Kanu Doshi Associates LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors of the Company at its meeting held on 24th May, 2022 appointed M/s M L Bhuwania & Co .LLP, Chartered Accountants (ICAI Firm Registration Number 101484W) as the Statutory Auditor of the Company to hold office from the conclusion of the 39th AGM till the conclusion of the 44th AGM to be held in the year 2027 based on the recommendation of the Audit Committee and subject to the approval of the shareholders at the ensuing 39th AGM. The Statutory Auditors have confirmed their independent status and eligibility for the said appointment. The Shareholders attention is drawn to a Resolution proposing the appointment of M/s M L Bhuwania & Co .LLP, Chartered Accountants (ICAI Firm Registration Number 101484W) as Statutory Auditors of the Company which is included at Item No. 6 of the Notice convening the 39th AGM.

ii) Cost Auditors

Pursuant to Section 148 of the Companies Act,2013 (‘the Act) read with Rule 8 of the Companies (Accounts) Rules,2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Companies Act,2013.

The Board of Directors, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai, for conducting the audit of the cost accounting records maintained by the Company for the financial year 2022-2023. They have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and 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. 1436), to conduct the Secretarial Audit of the Company for the financial year 2021- 2022 and to furnish the report to the Board. The Secretarial Audit Report dated 24th May, 2022 forms part of this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2021-2022 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder along with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Annual Secretarial Compliance Report in prescribed format is issued by Ragini Chokshi & Co., practicing Company Secretaries (COP No. 9031) and the same has been submitted to the Stock Exchange and uploaded on the website of the Company http://www.modison.com

The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

Material Changes & Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

Awards and Recognitions

Modison Group works tirelessly to address the needs and aspirations of the community and believes strongly to give back to the society with a focus on energy, water, under privileged kids, cancer patients and many more!!

Our mission is to benefit people, society and protect our planet for the future!!

We are happy that we have been recognized by Rotary Club and are humbled to share that hon. Minister Shri Kanubhai Mohanlal Desai handed over the award for philanthropic contributions that continue to lead with heart throughout the COVID - 19 pandemic which has saved many lives.

Enhancing Shareholder Value

Modison is committed to creating and returning value to shareholders. Accordingly, the Company is dedicated to achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

The Company firmly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. The Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

Corporate Governance

The Board of Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys auditors confirming the compliance is provided in the

Report on Corporate Governance, which forms part of the Annual Report.

Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, forms part of this Report as Annexure IV. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all the shareholders of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

Extract of Annual Return

The annual return of the company as on 31st March 2022 in accordance with section 92(3) of the Act, read with the Companies (Management & Administration) Rule, 2014, is available on the website of the Company and can be accessed http://www.modison.com/annual-reports.html.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Particulars of Conservation of Energy & Technology Absorption, Foreign Exchange Earning and Outgo

Information as per Section 134 (3) (m) of the Companies Act,2013 read with Rule 8(3) of Companies(Accounts) Rules,2014 relating to conservation of energy & technology absorption, foreign exchange earnings and outgo is provided in Annexure- I forming part of this Board Report.

The Details of Application made or any Proceeding Pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their Status as at the end of the Financial Year

Not applicable as the Company has not made or received any application under the IBC during the financial year.

The Details of difference between Amount of the Valuation done at the time of one time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions along with the Reasons thereof

The Company has not entered into any onetime settlement and thus, this clause is not applicable.

Prevention of Sexual Harassment at Work Place

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has adopted a Policy for Prevention of Sexual Harassment at Workplace and has constituted an Internal Committee (IC). The names of the Committee Members are displayed on the notice board in each office. All employees as well as contract staff and trainees are covered by this policy. Allegations of sexual harassment reported are expeditiously and discreetly investigated and disciplinary action, if required, is taken in accordance with the policy. There was no complaint of sexual harassment received during the financial year 2021-2022.

Directors Responsibility Statement

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that:

i) in the preparation of the annual accounts, the applicable IndAs accounting standards has been followed along with proper explanation relating to material departures, if any;

ii) appropriate accounting policies have been selected 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 profit and loss of the Company for the said period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) the annual accounts have been prepared on a going concern basis;

v) the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Performance Evaluation of the Board, its Committees and Directors

Pursuant to the provisions of the Act and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of the performance of the Board, its Committees, Chairman and Individual Directors. The performance evaluation of the Independent Director was carried out by the entire Board except concerned Independent Directors. The Directors expressed their satisfaction with evaluation process.

Acknowledgement

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.

For and on behalf of the Board of Directors

Place: Mumbai G.L. Modi Manish Kumar Srivastava
Date 24 May 2022 Managing Director Jt. Managing Director