To
The Members of Modison Ltd
The Directors have pleasure in presenting the 40th Annual Report of the
Company along with the Audited Financial Statements (both on standalone and consolidated
basis) of Modison Limited for the financial year ended 31st March, 2023.
FINANCIAL RESULTS
( in Lakhs)
|
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operation & other income |
33,621.69 |
34,119.89 |
33,620.77 |
34,118.85 |
| Gross Profit before Finance Cost, Depreciation/ Amortisation
& Exceptional items |
2,593.78 |
3,198.06 |
2,593.30 |
3,197.51 |
| Less: Finance Cost |
171.28 |
204.81 |
171.28 |
204.79 |
| Less: Depreciation / Amortisation |
632.53 |
660.85 |
632.53 |
660.85 |
| Profit before Exceptional items |
1,789.97 |
2,332.40 |
1,789.49 |
2,331.87 |
| Exceptional items |
(256.16) |
(353.72) |
(256.16) |
(353.72) |
| Profit before taxation |
1,533.81 |
1,978.68 |
1,533.33 |
1,978.15 |
| Less: Provision for Taxation |
|
|
|
|
| Current tax |
531.07 |
547.44 |
531.00 |
547.25 |
| Less: Taxation adjustment of previous year |
5.57 |
0.02 |
5.57 |
- |
| Less: Deferred tax |
(120.52) |
(31.85) |
(120.52) |
(30.98) |
| Profit after taxation |
1,117.69 |
1,463.07 |
1,117.28 |
1,461.88 |
| Add: Balance brought forward from the previous year |
15,958.91 |
14,820.34 |
15,956.65 |
14,819.27 |
| Profit available for appropriation |
17,076.60 |
16,283.41 |
17,073.93 |
16,281.15 |
| Less: Interim Dividend |
- |
(324.50) |
- |
(324.50) |
| Balance carried over to Balance Sheet |
17,076.60 |
15,958.91 |
17,073.93 |
15,956.65 |
Operations
During the year under review on consolidated basis, the Company has
achieved the revenue of 33,621.69 Lakhs as compared to 34,119.89 Lakhs during
previous year. The revenue is slightly decrease by 1.46% i.e. by 498.20 Lakhs. The
Profit before tax & after exceptional income/expense decreased by 22.48% i.e. by 444.87
Lakhs & Net Profit after tax decreased by 23.61% i.e. by 345.38 Lakhs.
On an unconsolidated basis, the Company has achieved the revenue of 33,620.77
Lakhs as compared to 34,118.85 Lakhs during previous year. The revenue is slightly
decrease by 1.46% i.e. by 498.08Lakhs. The Profit before tax & after
exceptional income/expense has decreased by 22.49% i.e. by 444.82Lakhs &
Net Profit after tax decreased by 23.57% i.e. by 344.60 Lakhs. .
Exports
The Exports (FOB) including export in INR during the year amounts to 5,034.36
Lakhs as against 5,527.64 Lakhs achieved in the previous year. The export is
decreased by 8.92% i.e. by 493.28 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 of Directors has recommended
Final Dividend of 1/- Per share on face value of 1 each for the financial year ended March
31, 2023.
The Register of Member and Share Transfer book of the Company will
remain closed from 18th July 2023 to 24th July 2023 (both days inclusive) for
ascertainment of shareholders eligible to receive dividend for the financial year ended
March 31, 2023.
Change of name of the Company
The name of the Company has changed from ‘Modison Metals
Limited to ‘Modison Limited, pursuant to the fresh Certificate of
Incorporation dated 22nd July, 2022 issued by the Ministry of Corporate Affairs, Office of
the Registrar of Companies, Mumbai.
Stock Exchange
The Companys equity shares are listed at BSE Limited and National
Stock Exchange. Due to change in the name of the Company from Modison Metals Limited to
Modison Limited w.e.f. July 22, 2022 Symbol of the Company has been changed from MODISNME
to MODISONLTD on both the Exchanges.
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.
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 2023.
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 2023 stood at 324.50
Lakhs. There was no change in the Share Capital during the year under review. The
Company has paid Listing Fees for the Financial Year 2022-23 to each of the Stock
Exchanges, where its equity shares are listed.
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
Consolidated cash and cash equivalent as on March 31, 2023 stood at 46.33
Lakhs vis-?-vis 407.94 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 Negative" & short-term bank facilities is
"CARE A1", respectively.
| Sr. No. Facilities |
Rating |
Remarks |
| 1. Long Term Bank Facilities |
CARE A; Negative (Single A; Outlook : Negative) |
Re-affirmed; Outlook revised from Stable |
| 2 Short Term Bank Facilities |
CARE A1 (A One) |
Re-affirmed |
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
https://www.modison.com/investors/modison-detail-of-establishment-of-vigil-mechanism--whistle-blower-policy.
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 2022-23 stood at 0.93
Lakhs as compared to 1.04 Lakhs in the previous year. It has total comprehensive
income/loss of 0.40 Lakhs during the year as compared to 1.20 Lakhs in the
previous year.
The material subsidiaries policy is available on Companys website
and the web link is
https://www.modison.com/investors/modison-policy-for-determining-material-subsidiaries
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 & Key Managerial Personnel Directors
A. Appointment/ Re-Appointment
Mr. Rajkumar 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 Mr. Kumar Jay Modi, Whole time Director
(DIN:00059396) was elevated & re-designated as Joint Managing Director of the Company
w.e.f 25.05.2023 subject to the approval of members in the ensuing Annual General Meeting
and all other terms & conditions of his appointment remain unchanged (including tenure
i.e. 31.03.2025) as approved by members via postal ballot dated 30.03.2022. In terms of
the Articles of Association of the Company, the Board of Directors, at its meeting held on
25th May 2023, appointed Mr. Vijay Kumar Modi as an Additional Director with effect from
1st June 2023. The Board of Directors had also, on the recommendation of the Nomination
and Remuneration Committee, recommended appointment of Mr. Vijay Kumar Modi (DIN:
10042572) as a whole-time director, designated as "Executive Director- Sales and
Technical" with effect from 1st June 2023, for a term of three consecutive years,
subject to the approval of members at the 40th AGM. 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.
Cessation
During the year under review Mr. Manish Kumar Srivastava, Joint
Managing Director of the Company resigned from the Company w.e.f. February 22, 2023 and
Mr. Rakesh Singh, Non-Executive Director resigned from the Company w.e.f. January 31,
2023. The Board of Directors of your Company place on record its sincere appreciation of
the valuable contribution made by Mr. Manish Kumar Srivastava and Mr. Rakesh Singh during
their tenure as the Director of the Company.
A. 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. Kumar Jay Modi, Whole time Director was elevated & re-designated
as Joint Managing Director of the Company w.e.f 25.05.2023
4. Mr. Murlidhar Narayan Nikam, Chief Executive Officer (appointed
w.e.f. 24.02.2023)
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.
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.
In terms of Section 150 of the Act read with rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014 as amended, the Independent
Directors have confirmed that they have enrolled themselves in the Independent Directors
Databank maintained with the Indian Institute of Corporate Affairs and they meet the
criteria of exemption 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
https://www.modison.com/investors/modison-details-of-familiarization-programmes-imparted-to-independent-directors
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 & 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 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:
| 1. Audit Committee |
| 2. Risk Management Committee |
| 3. Corporate Social Responsibility Committee |
| 4. Nomination and Remuneration Committee |
| 5. Stakeholders Relationship Committee |
| 6. 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 2022-23 was
held on 8th February, 2023.
Audit Committee
The Audit Committee comprises of Six (6) 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), Mr. Rajkumar Modi (Executive Director), Mr.
Kumar Jay Modi (Executive Director) and Mr. Jayant Govindrao Kulkarni (Non-Executive and
Independent 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 giving 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 Managing Director
(‘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-policy-on-dealing-with-related-party-transactions
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
As per section 139 of the Companies Act, 2013 read with your Companies
(Audit and Auditors) Rules, 2014, the members of the Company in 39th AGM approved the
appointment of M/s M L Bhuwania & Co .LLP, Chartered Accountants (ICAI Firm
Registration Number 101484W) as the Statutory Auditor of the Company for a term of five
consecutive years i.e. from the conclusion of 39th AGM till 44th AGM to be held in the
year 2027.
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 2023-2024. 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 Act and the rules made
there under, the Company had appointed M/s. Ragini Chokshi & Co., Practicing Company
Secretaries, Mumbai (C.P. 1436), to undertake the Secretarial Audit of the Company for the
year ended March 31, 2023. The Secretarial Audit Report issued in this regard is attached
here with. The Auditors Report and the Secretarial Audit Report for the Financial
Year ended March 31, 2023, do not contain any qualification or reservation or adverse
remarks.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2022-2023
for all applicable compliances as per Securities and Exchange Board of India Regulations
and Circulars/ Guidelines issued thereunder.
During the year, your Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and Annual
Secretarial Compliance Report in prescribed format is annexed as Annexure to this Report.
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 has 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
During the year under review, the Company has received Certificate of
Appreciation from Siemens Energy and ABB- Supplier Summit Award 2022.
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
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft of the Annual Return of the Company for the financial year March 31, 2023 is
uploaded 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 2022-2023.
Directorfs Responsibility Statement
Pursuant to Section 134 (3) (c) I 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, 2023
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.
Green Initiatives
In commitment to keep in line with the Green Initiatives and going
beyond it, electronic copy of the Notice of 40th Annual General Meeting of the Company
including the Annual
Report for FY 2022-23 are being sent to all Members whose e-mail
addresses are registered with the Company / Depository Participant(s).
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 |
Rajkumar Modi |
| Date: May 25, 2023 |
Managing Director |
Jt. Managing Director |
+91-9892691696
