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Modison Metals Ltd.

BSE: 506261 Sector: Engineering
NSE: MODISNME ISIN Code: INE737D01021
BSE 00:00 | 28 Oct 68.10 -1.05
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69.50

HIGH

72.50

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66.65

NSE 00:00 | 28 Oct 68.65 -0.60
(-0.87%)
OPEN

69.10

HIGH

73.00

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67.20

OPEN 69.50
PREVIOUS CLOSE 69.15
VOLUME 5504
52-Week high 97.15
52-Week low 33.00
P/E 8.14
Mkt Cap.(Rs cr) 221
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.50
CLOSE 69.15
VOLUME 5504
52-Week high 97.15
52-Week low 33.00
P/E 8.14
Mkt Cap.(Rs cr) 221
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Modison Metals Ltd. (MODISNME) - Director Report

Company director report

To

The Members of Modison Metals Ltd

The Directors have pleasure in presenting the 38th Annual Report of the Company alongwith the Audited Financial Statements (both on standalone and consolidated basis)("Financial Statements") of Modison Metals Limited for the financial year ended31st March 2021.

Financial Results

Consolidated

Standalone

2020-21 2019-20 2020-21 2019-20
Revenue from operation & other income 29364.97 22218.28 29363.76 22217.38
Gross Profit before Finance Cost 4152.44 2984.42 4151.61 2983.83
Depreciation/ Amortisation & Exceptional items
Less: Finance Cost 204.87 198.49 204.87 198.47
Less: Depreciation / Amortisation 607.84 617.94 607.84 617.94
Profit before Exceptional items 3339.73 2167.99 3338.90 2167.42
Exceptional items (358.68) (281.93) (358.68) (281.93)
Profit before taxation 2981.05 1886.06 2980.22 1885.49
Less: Provision for Taxation
Current tax 840.13 525.08 840.00 525.00
Less: Taxation adjustment of previous year (30.58) (42.25) (30.57) (42.25)
Less: Deferred tax (72.25) (108.48) (72.33) (108.54)
Profit after taxation 2243.75 1511.71 2243.12 1511.28
Add: Balance brought forward from the previous year 13063.34 12136.80 13062.90 12136.80
Profit available for appropriation 15307.09 13648.52 15306.02 1364808
Add: Transfer from Revaluation Reserve - 1.62 - 1.62
Less: Interim Dividend/Final Dividend (486.75) (486.75) (486.75) (486.75)
Less: Corporate Dividend Tax on Interim - (100.05) - (100.05)
Dividend/Final Dividend
Balance carried over to Balance Sheet 14820.34 13063.34 14819.27 13062.90

Operations

During the year under review on consolidated basis the Company has achieved theturnover of Rs.29364.97 Lakhs as compared to Rs.22218.28 Lakhs during previousyear. The turnover is increased by 32.17% i.e. by Rs.7146.69 Lakhs. TheProfit before tax after exceptional income/expense increased by 58.06% i.e. by Rs.1094.99Lakhs & Net Profit after tax increased by 48.42% i.e. by

Rs.732.04 Lakhs.

On an unconsolidated basis the Company has achieved the turnover of Rs.29363.76Lakhs as compared to Rs.22217.38 Lakhs during previous year. The turnover isincreased by 32.17% i.e. by Rs.7146.38 Lakhs. The Profit before tax &after exceptional income/expense has also increased by 58.06% i.e. byRs.1094.73 Lakhs & Net Profit after tax increased by 48.43% i.e. byRs.731.84 Lakhs. .

Exports

The Exports (FOB) including export in INR during the year amounts to Rs.5133.02Lakhs as against Rs.4544.82 Lakhs achieved in the previous year. The export isincreased by 12.94% i.e. by Rs.588.20 Lakhs.

Dividend

The Company has a robust track record of rewarding its shareholders with a generousdividend pay-out. In view of the Company's very encouraging performance and on account ofhealthy retained earnings and cash position the Board declared & paid an interimdividend of Rs.1.50 (150%) per equity share during the financial year ended31st March 2021.

Transfer to Reserves

The Company has not transferred any amount to Reserves for the Financial Year ended31st March 2021.

Share Capital

The paid up equity capital as on 31st March 2021 stood at Rs.324.50 Lakhs.During the year under review the Company has not issued equity share with differentialvoting rights sweat equity shares employee's stock options & not made any provisionfor purchase of its own shares.

Stock Exchange

The Company's equity shares are listed at BSE Limited and further the equity shares ofthe Company are listed and admitted to dealings on the National Stock Exchange w.e.f. May03 2021 under Scrip Code

MODISNME.

Research and Development

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

Joint Venture

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

Public Deposits

The Company has not accepted any deposits from the public and as such no amount ofprincipal 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 theCompany have been disclosed in the Financial Statement.

Change in Nature of Business

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

Management Discussion and Analysis Report

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

Particulars of Conservation of Energy & Technology Absorption Foreign ExchangeEarning and Outgo

Information as per Section 134 (3) (m) of the Companies Act2013 read with Rule 8(3) ofCompanies(Accounts) Rules2014 relating to conservation of energy & technologyabsorption foreign exchange earnings and outgo is provided in Annexure- I formingpart of this Board Report.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return for FY 2020-21 is uploaded on the website of the Company andthe same is available at http://www.modison.com/annual-reports.html.

Corporate Social Responsibility

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

The Corporate Social Responsibility Committee comprises of Mr. G.L. Modi Mr. RajkumarModi 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 Companyas a part of its CSR policy framework is available on the company's website. The web-linkis 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 readwith Rule 8 of the Companies (CSR Policy) Rules 2014 forms part of this Report as Annexure-II.

Directors & Key Managerial Personnel

Mr. Rajkumar Modi Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re- appointment.

The Board of Directors of the Company at its meeting held on 31st May 2021 onthe recommendation of Nomination and Remuneration Committee has recommendedre-appointment of Mr. G.L. Modi as Managing Director of the Company for the period ofthree years from 9th July 2021 to 8thJuly 2024.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees for thepurpose of attending meetings of the Board / Committee of the Company and professionalfees for providing professional services.

Pursuant to the provisions of Section 203 of the Act the following Directors/officialsof the Company have been designated as Key Managerial Personnel of the Company by theBoard of Directors:- 1.G. L. Modi Managing Director

2. RajKumar Modi Joint Managing Director

3.Manish Kumar Srivastava Joint Managing Director 4.Kumar Jay Modi Whole timeDirector

5. Ramesh Mangilal Kothari Chief Financial Officer

6. Manika Arora Company Secretary.

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

Declaration from Independent Directors

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

The Board of Directors confirms that the Independent Directors also meet the criteriaof 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 possessrequisite qualifications experience and expertise in the fields of technologydigitalisation human resources strategy auditing tax and risk advisory servicesfinancial services corporate governance etc. and that they hold highest standards ofintegrity. The Independent Directors of the Company have undertaken requisite stepstowards the inclusion of their names in the data bank of Independent Directors maintainedwith the Indian Institute of Corporate Affairs in terms of Section 150 of the Act readwith Rule 6 of the Companies (Appointment &Qualification of Directors) Rules 2014.

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

Credit Rating

The credit rating awarded to your Company by CARE LTD on its long term bank facilitiesis "CARE A +" & short-term bank facilities is "CARE A1"respectively.

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

Performance Evaluation of the Board its Committees and Directors

Pursuant to the provisions of the Act and Regulation 17(10) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of the performance of theBoard its Committees Chairman and Individual Directors. The performance evaluation ofthe Independent Director was carried out by the entire Board except concerned IndependentDirectors. The Directors expressed their satisfaction with evaluation process.

Familiarization Program for Independent Directors

A familiarization program for independent directors as approved by the Board anddetails for the same is available on the Company's website. The web-link ishttp://www.modison.com/other-announcements.html.

Board Meetings

The Board of Directors duly met 4 times during the financial year from 1st April 2020to 31st March 2021. The dates on which the meetings were held are as follows: (1) 20thJuly 2020 (2)14th September 2020 (3)10th November 2020 (4)3rd February 2021

A separate report on Corporate Governance includes the detailed particulars of Board& Committee Meetings is annexed and forms part of this Report of the Directors.

Independent Directors Meeting

The meeting of the Independent Directors in financial year 2020-21 was held on 3rdFebruary 2021.

Company Policy on Directors Appointment and Remuneration

The policy on Directors' appointment and remuneration including the criteria fordetermining the qualifications positive attributes independence of a Director and othermatters provided under Section 178(3) of the Companies Act 2013 forms part of theNomination & Remuneration Policy of the Company and The policy is available on theCompany's website and the web-link is http://www.modison.com/company-code-and-policies.html.

Particulars of Employees

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

Auditors i) Statutory Auditors

M/s Kanu Doshi Associates LLP Chartered Accountants having firm registration No.104746W /W100096 have been appointed as statutory auditors of the Company for a period oftwo years at the Annual General Meeting held on 8th September 2020 i.e. up to theconclusion of the Annual General Meeting to be held in the calendar year 2022.Auditors ofthe Company have submitted their Independent Auditors Report on the Financial Statementsof the Company for the year ended 31 March 31 2021 and they have given an unmodifiedopinion(s) report on Financial Statements for the year under review.

The Auditors have confirmed that they comply with all the requirements and criteria areotherwise qualified to continue to act as Auditors of the Company. No frauds have beenreported by the Auditors under Section 143(12) of the Act.

ii) Cost Auditors

Pursuant to Section 148 of the Companies Act2013 (‘the Act') read with Rule 8 ofthe Companies (Accounts) Rules2014 it is stated that the cost accounts and records aremade and maintained by the Company as specified by the Central Government under Section148(1) of the Companies Act2013. The Board of Directors in pursuance of Section 148 ofthe Companies Act 2013 have appointed M/s. N. Ritesh & Associates Cost AccountantsMumbai for conducting the audit of the cost accounting records maintained by the Companyfor the financial year 2021-2022. They have confirmed that their appointment is within thelimits of Section 141(3)(g) of the Companies Act 2013 and that they are not disqualifiedfrom 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 hadappointed M/s. Ragini Chokshi & Co. Practicing Company Secretaries Mumbai (C.P.1436) to conduct the Secretarial Audit of the Company for the financial year 2020- 2021and to furnish the report to the Board. The Secretarial Audit Report dated 31st May 2021forms part of this Report.

Composition of the Audit Committee

As required by Section 177(8) read with Section 134(3) of the Companies Act 2013 andthe Rules framed thereunder the composition of the Audit Committee is in line with theprovisions of the Companies Act 2013 and SEBI Listing Regulations details of which areprovided in the Corporate Governance Report forming part of this Annual Report.

Material Changes & Commitments

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

Covid-19 Impact

The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations. COVID-19 is an unprecedented challenge. The lockdowngave India time to make a concerted effort to flatten the outbreak curve. However towardslater part of the year consequent to significant opening of the economic activity acrossthe nation the demand picked up compared to that during the initial period of Covid-19.

India is currently experiencing a massive second wave of Covid-19 infections. Howeverwe expect no major changes in the economic activity as the nation is preparing to face thePandemic with vaccines and preparedness.

Transfer of Equity Shares Unpaid/Unclaimed Dividend to the IEPF

In line with the statutory requirements the Company has transferred to the credit ofIEPF set up by the Government of India equity shares in respect of which dividend hadremained unpaid/unclaimed for a period of seven (7) consecutive years within the timelineslaid 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 theAct.

Subsidiary

Modison Contacts Private Limited is the wholly owned subsidiary Company of yourCompany. The revenue from operations during the financial year 2020-21stood at Rs.1.21lakhs as compared to Rs.0.82 lakhs in the previous year. It has incurred totalcomprehensive income/loss of Rs.0.63 lakhs during the year as compared to Rs.0.32lakhs in the previous year.

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

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

The material subsidiaries policy is available on Company's website and the web link ishttp://www.modison.com/ company-code-and-policies.html.

Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 34 (3) read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A report on CorporateGovernance is included as a part of this Annual Report. The Auditor's Certificate on itscompliance form part of this Report and is annexed hereto.

Compliance with Secretarial Standards on Board and Annual General Meetings

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

Director's Responsibility Statement

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

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

ii) appropriate accounting policies have been selected and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and of the profitand loss of the Company for the said period;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 internalfinancial controls are adequate and were operating effectively; and

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

Related Party Transactions

All related party transactions entered into by the Company during the financial yearare placed before the Audit Committee for its approval. Prior omnibus approval of theAudit Committee is obtained for transactions which are repetitive in nature. A statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The policy on RelatedParty Transactions as approved by the Board is available on the Company's website and theweb-link is http://www.modison.com/company-code-and-policies. html. Further thedisclosures as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2form part of this Report as Annexure III.

Risk Management

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

Also the Company is exposed to Strategic Risk Allocation of funds for CAPEXOperational Risks Regulatory and environmental non-compliances. The Company copes theserisks by developing alternate plans framing various policies initiatives guidelinesusing automated systems.

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The Company's approach to addressing business risksis comprehensive and includes periodic review of such risks and a framework for mitigatingcontrols and reporting mechanism of such risks.

Adequacy of Internal Financial Control

The Company's internal audit system has been continuously monitored and updated toensure that assets are safeguarded established regulations are complied with and pendingissues are addressed promptly. The audit committee reviews reports presented by theinternal auditor. The committee makes note of the audit observations and takes correctiveactions wherever necessary. It maintains constant dialogue with statutory and internalauditors 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 maintainingthe books of accounts and reporting financial statements. Additional details on InternalFinancial Controls and their adequacy are provided in the Management Discussion andAnalysis Report forming part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

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

Prevention of Sexual Harassment at Work Place

As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder your Company hasadopted a Policy for Prevention of Sexual Harassment at Workplace and has constituted anInternal Committee (IC). The names of the Committee Members are displayed on the noticeboard in each office. All employees as well as contract staff and trainees are covered bythis policy. Allegations of sexual harassment reported are expeditiously and discreetlyinvestigated and disciplinary action if required is taken in accordance with the policy.There was no complaint of sexual harassment received during the financial year 2020-2021.

The Details of Application made or any Proceeding Pending under the Insolvency andBankruptcy Code 2016 During the year along with their status as at the end of theFinancial Year

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

The Details of Difference between Amount of the Valuation done at the time of one TimeSettlement and the Valuation Done while taking Loan from the Banks or FinancialInstitutions along with the Reasons thereof

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

Significant and Material Orders Passed by the Regulators or Courts

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

Acknowledgement

The Directors wish to acknowledge and place on record their sincere appreciation forthe assistance and cooperation received from all the members regulatory authoritiescustomers financial institutions bankers lenders vendors and other businessassociates.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company at all levels.

For and on behalf of the Board of Directors
G.L. Modi Manish Kumar Srivastava
Managing Director Jt. Managing Director

Place: Mumbai

Date: 31st May 2021

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