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Modison Metals

BSE: 506261|ISIN: INE737D01021|SECTOR: Electric Equipment
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Directors Report Year End : Mar '18    Mar 16

The Directors have pleasure in presenting the Thirty Fifth Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS (Rupees in Lakhs)

2017-18

2016-17

Revenue from operation & other income

(Net of Excise Duty)

20,267.38

19,131.85

Gross Profit before Finance Cost & Depreciation/Amortisation

3,164.28

3,117.08

Less: Finance Cost

185.45

269.39

Less: Depreciation / Amortisation

628.16

639.76

Profit before Exceptional items

2,045.20

2,257.48

Exceptional items

305.46

(49.55)

Profit before taxation

2,350.66

2,207.93

Less: Provision for Taxation Current tax

846.10

790.00

Less: Taxation adjustment of previous year

3.01

12.03

Less: Deferred tax

(138.77)

(20.05)

Profit after taxation

1,640.32

1,425.95

Add: Balance brought forward from the previous year

9,805.34

8,769.91

Profit available for appropriation

11,445.66

10,195.86

Add: Transfer from Revaluation Reserve

0.24

0.04

Less: Interim Dividend

324.50

324.50

Less: Corporate Dividend Tax on Interim Dividend

66.06

66.06

Balance carried over to Balance Sheet

11,055.34

9,805.34

DIVIDEND

The Board of Directors has declared and paid the interim dividend of Re.1/- per Equity share of Re.1 each for the Financial Year ended 31st March, 2018.

The Board in their meeting dated 23.05.2018 also recommended final dividend @ Rs.0.50/- (50%) per equity share of Re.1/- each for the year ended 31st March, 2018, subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves for the Financial Year ended 31st March 2018.

OPERATIONS

During the year under review, the Company has achieved the turnover of Rs. 20267.38 Lakhs (net of excise duty) as compared to Rs. 19,131.85 Lakhs (net of excise duty) during previous year. The turnover is increased by 5.93% i.e; by Rs.1135.53 Lakhs, Profit before tax increased by 6.46% i.e; by 142.73 Lakhs & Net Profit after tax increased by 15.03% i.e; by Rs 214.37 Lakhs.

EXPORTS

The Exports (FOB) including export in INR during the year amounts to Rs.3,239.32 Lakhs as against Rs. 2,622.21 Lakhs achieved in the previous year. The export is increased by 23.53% i.e; by Rs.617.11Lakhs.

SHARE CAPITAL

The paid up equity capital as on 31st March 2018 stood at Rs.324.50 Lakhs. During the year under review, the Company has not issued equity share with differential voting rights, sweat equity shares, employee’s stock options & not made any provision for purchase of its own shares.

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 April, 2016 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

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

LOANS, GUARANTEES AND INVESTMENTS

No loan was given during the year.

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

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

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

Information as required to be given under Section 134 of the Companies Act,2013 read with Rule 8 of Companies(Accounts) Rules,2014 is provided in Annexure I forming part of this Board Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as prescribed in form MGT 9 is annexed herewith as Annexure II.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. G.L. Modi, Mr. Suresh Mody 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 company’s website. The web-link is http://www.modison.com/pdf/Modison-Metals-Ltd-CSR-Policy.pdf.

The disclosures required to be given under Section 135 of the Companies Act,2013 read with Rule 8(1) of the Companies ( Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure III forming part of this Board Report.

DIRECTORS

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

Mr. G.L. Modi, is reappointed as Managing Director of the Company in the ensuing Annual General Meeting subject to Central Government approval for the period of three years.

Mr. Kumar Jay Modi, is reappointed as Whole time Director of the Company in the ensuing Annual General Meeting subject to approval of the Company for the period of three years.

Mr. Suresh Mody is appointed as consultant in the ensuing Annual General Meeting for the period of three years.

Mr. B.B Singh resigned as Director of the Company on 02nd February, 2018. The Board places on record its appreciation of the contribution by Mr. B.B. Singh as Director of the Company.

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

KEY MANAGERIAL PERSONNEL

Mr. G.L. Modi, is reappointed as Managing Director of the Company in the ensuing Annual General Meeting subject to Central Government approval for the period of three years.

Mr. Kumar Jay Modi, is reappointed as Whole time Director of the Company in the ensuing Annual General Meeting subject to approval of the Company for the period of three years.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

ANNUAL PERFORMANCE EVALUATION

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. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Director was carried out by the entire Board except concerned Independent Directors. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

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 Company’s website. The weblink is

http://www.modison.com/pdf/financial/2018/april/DETAILS-OF-FAMILARIZATION-PROGRAMME-2017-18.pdf.

BOARD MEETINGS :

The Board of Directors duly met 5 times during the financial year from 1st April, 2017 to 31stMarch, 2018. The dates on which the meetings were held are as follows :

17th May, 2017, 11th September ,2017, 15th November, 2017, 2nd February, 2018 and 14th March,2018.

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.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

The Nomination & Remuneration Committee has formulated a Nomination and Remuneration Policy, approved by the Board is available on the Company’s website.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

AUDITORS

i) Statutory Auditors

M/s. Kanu Doshi Associates LLP, Chartered Accountants having firm registration No. 104746W /W100096, are statutory auditors of the Company. The appointment to be ratified in the ensuing Annual general meeting, pursuant to Section 139 of the Companies Act, 2013.

Your Directors recommends for the ratification of appointment of M/s. Kanu Doshi Associates LLP, Chartered Accountants as the statutory auditors of the Company at the ensuing Annual General Meeting.

The report of the auditor’s on Financial Statements for the Period ended 31st March, 2018, issued by M/s. Kanu Doshi Associates LLP, Chartered Accountants, having firm registration No. 104746W /W100096, contains emphasis of matter relating to inventory valuation which is self-explanatory and does not contain any qualification.

ii) Cost Auditors

M/s. N. Ritesh & Associates, Cost Accountants are appointed as Cost Auditors for auditing the cost records of your Company for the year ended 31st March, 2019 by the Board of Directors on recommendation of Audit Committee.

iii) Secretarial Auditor

Secretarial Audit was conducted during the year by the Secretarial Auditor’s, Ragini Chokshi & Co, Practicing Company Secretaries, Mumbai in accordance with provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is enclosed and forms a part of this Directors Report. There are no qualifications or observations or remarks made by the Secretarial Auditor’s in their Report.

MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the report.

SUBSIDIARY

In the year 2014-2015, your company acquired M/s. Modison Contacts Private Limited for the purpose of expansion of business. It is the subsidiary of your Company. The subsidiary is not a material subsidiary company. The material subsidiaries policy is available on Company’s website and the web link is http://www.modison.com/pdf/financial/Material-Subsidiaries-Policy-MML.pdf. The subsidiary company has recorded a profit of Rupees 0.30 Lakhs during the Financial Year 2017-18. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act,2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary is annexed as Annexure IV. In accordance with Section 136 of the Companies Act,2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of subsidiary is available on our website www.modison.com.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. The Auditor’s Certificate on its compliance 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 Company Secretaries 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 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, 2018 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.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel. All related party transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on Related Party Transactions as approved by the Board is available on the Company’s website www.modison.com.

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 Company’s 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 Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The Company’s 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.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle blower Policy for Directors and employees to deal with instance of fraud and mismanagement, if any, has been established. The Whistle blower Policy has been uploaded on the website of the Company at www.modison.com.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

As per the requirements of the Sexual Harassment of Women at Workplace ( Prevention, Prohibition & Redressal) Act,2013 (‘Act’) and Rules made thereunder, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Complaint Redressal Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited. The Company confirms that it has paid the Annual Listing Fees for the year 2017-18.

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.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company at all levels.

For and on behalf of the Board of Directors

G.L. MODI SURESH MODY

Mumbai, 23rd May, 2018 Managing Director Director

Source : Dion Global Solutions Limited
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