Your Directors hereby present their 50th Annual Report
and Audited Accounts of the Company for the year
ended 31st March, 2024.
FINANCIAL SUMMARY
As the Members are aware that, the manufacturing
business of the Company had been sold. The
Company is working on the future course of business.
DIVIDEND
The Company has not recommended any dividend for
the year under review.
DEPOSITS
The Company has neither accepted nor invited any
deposit from the public and hence directives issued
by Reserve Bank of India and the provisions of
Chapter V (Acceptance of deposits by Companies)
of the Companies Act, 2013 and rules framed there
under are not applicable for the year under review.
TRANSFER TO RESERVES
Considering the financial position of the Company, no
amount has been transferred to the General Reserves
of the Company during Financial Year 2023-24.
SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES
The Company do not have any Subsidiary, Joint
Ventures or Associate Companies as on date
SHARE CAPITAL
The paid up equity share capital is Rs. 14,40,00,000/-
divided into 1,44,00,000 equity shares of Rs. 10/-
each and there was no change in capital structure of
Company during the financial year 2023-24.
CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSIONS & ANALYSIS
A separate report on Corporate Governance and
Management Discussions & Analysis is attached
herewith and forms part of this report.
DIRECTORS
In pursuance of Section 152 of the Companies Act,
2013, at-least two-third of the Directors (excluding
Independent Directors) shall be subject to retirement
by rotation. One-third of such Directors must retire from
office at each AGM and a retiring director is eligible for
re-appointment. Accordingly, Mr. Krishan Kumar Goyal,
Chairman & Managing Director, (DIN: 00482035),
shall retire by rotation at the ensuing Annual General
Meeting, and being eligible, offers himself for re¬
appointment. In view of his considerable experience
and expertise, Directors of your Company recommends
his reappointment as Director of Company.
Pursuant to the provisions of Section 149 and 152
of the Companies Act, 2013, Prof. Avtar Krishan
Vashisht (DIN: 03323142) was appointed as an
Independent Director of the Company w.e.f 30th
December, 2021 for a period of three years till the
conclusion of Annual General Meeting to be held in
the year 2024 and is to be further reappointed for a
second term of three consecutive years commencing
from this Annual General Meeting till the conclusion
of Annual General Meeting to be held in year 2027 in
terms of the provisions of Companies Act, 2013.
Pursuant to the provisions of Section 149 and 152 of
the Companies Act, 2013, Prof. Satish Kumar Kapoor
(DIN: 00009122) was reappointed for a second term
of three consecutive years commencing from 49th
Annual General Meeting till the conclusion of Annual
General Meeting to be held in year 2026 in terms of
the provisions of Companies Act, 2013.
Pursuant to provisions of Section 161,152 and Section
149 of the Companies Act, 2013, Mrs. Anupama
Sharma was appointed as Non-Executive Independent
Director on 11th August, 2023 as an Additional
(Independent) Director who was further regularized by
the Shareholders in the 49th Annual General Meeting
held in preceding Financial Year as an Independent
Director to hold office for a period of three Years up to
the conclusion of AGM to be held in 2026.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 2(51),
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Krishan Kumar Goyal
(Chairman & Managing Director), Mr. Suresh Kumar
Puri (Chief Financial Officer) and Ms. Deepa (Company
Secretary & Compliance Officer) are the Key Managerial
Personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013 read
with the rules made thereunder and Regulation 25
(8) of the SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, that
they meet the criteria of independence as laid out in
Sub-section (6) of Section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Board of your Company formed an opinion that the
Independent Directors of our Company are maintaining
highest standard of integrity and possessing expertise,
requisite qualifications and relevant experience for
performing their role as an Independent Directors.
BOARD DIVERSITY AND REMUNERATION POLICY
In accordance with Para A of Part D and Regulation
19 of Listing Regulations, the Board has framed
Nomination & Remuneration Policy for appointment and
remuneration of Directors, Key Managerial Personnel
and Senior Management Employees, which includes the
criteria for determining qualification, positive attributes,
independence of a Director and other matters provided
under sub-section 3 of section 178 of the Companies
Act, 2013. As on 31st March, 2024, the Board consists
of four directors out of which one is Executive Director,
and three are Independent Directors.
The Board periodically evaluates the need for change
in its composition and size.
We affirm that the remuneration paid to the Directors
is as per the terms approved by the Nomination and
Remuneration Committee of the Company.
With reference to the provisions of Section 136(1) of
the Companies Act, 2013, information required under
Section 197(2) read with rule 5(1) not forms part of this
report. Since, no employees are employed who draws
remuneration pursuant to the provision of 197(2) read
with rule 5(2).
BOARD MEETINGS
During the year under review, Five Board Meetings
were convened and held, the details of which are
given in the Corporate Governance Report forming
part of this Report.
ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
In pursuance of Section 134 (3) (p) of the Companies
Act, 2013 read with rules made thereunder, and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors carried out
the performance evaluation of the Board as a whole,
its Committees and individual directors. Led by the
Nomination & Remuneration Committee (‘NRC'), the
evaluation was carried out using individual questionnaires
covering composition of Board, conduct as per Company
values & beliefs, contribution towards development of
strategy & business plan, risk management, receipt
of regular inputs and information, codes & policies for
strengthening governance, functioning, performance
& structure of Board Committees, skill set, knowledge
& expertise of Directors, preparation & contribution at
Board meetings, leadership etc.
As part of the evaluation process, the performance
of Non Independent Directors, the Chairman and
the Board was conducted by the Independent
Directors. The performance evaluation of the
respective Committees and that of Independent and
Non Independent Directors was done by the Board
excluding the Director being evaluated.
RELATED PARTY TRANSACTIONS
All contracts or arrangements entered into by the
Company with Related Parties have been done at
arm's length and are in the ordinary course of business.
Related Party disclosures as per AS-18 have been
provided in the Notes to the Financial Statements.
Further, no material related party transactions held
during the financial year 2023-24.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since, the Company had no manufacturing operations
during the current financial year 2023-24, the information
on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014
is not applicable on Company for the year under review.
RISK MANAGEMENT
The Company recognizes that risk is an integral and
unavoidable component of business and is committed
to managing the risk in a proactive and efficient manner.
The Company has formulated Risk Management Policy
to identify and then manage threats/risks that could have
impact on the goals and objectives of the Company.
The Audit Committee of the Company periodically
reviews and evaluates the adequacy of risk
management systems, keeps an eye on execution of
risk management plan of the Company and advises
management on strengthening mitigating measures
wherever required. The actual identification,
assessment and mitigation of risks is however done
by the executives of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated
Vigil Mechanism/ Whistle Blower Policy which
provides a robust framework for dealing with genuine
concerns & grievances of Employees, Directors and
Senior Executives.
Specifically, employees can raise concerns regarding
any discrimination, harassment, victimization, any other
unfair practice being adopted against them or any
instances of fraud by or against your Company. During
financial year 2023-24, no complaints were received.
INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY
The Company has aligned its current systems of
internal financial control with the requirement of
Companies Act, 2013.
The management assessed the effectiveness of the
Company's internal control over financial reporting (as
defined in Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015) as
of 31st March, 2024. The assessment involved self¬
review and external audit.
Modern Steels Limited's internal controls are
commensurate with its size and nature of its
operations. These have been designed to provide
reasonable assurance with regard to recording and
providing reliable financial and operational information,
complying with applicable statutes, safeguarding
assets from unauthorized use, executing transactions
with proper authorisation and ensuring compliance of
corporate policies.
M/s A P T & CO. LLP, the statutory auditors of Modern
Steels Limited have audited the financial statements
including in this annual report and has issued an
attestation report on our internal control over financial
reporting (as defined in Section 143).
The Audit Committee reviews reports submitted by the
management and audit reports submitted by internal
auditors and statutory auditors. Suggestions for
improvement are considered and the audit committee
follows up on corrective action.
Based on its evaluations (as defined in Section 177 of
Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015), the Audit Committee has concluded that, as of
31st March, 2024, the internal financial controls were
adequate and operating effectively.
COMMITTEES OF THE BOARD OF DIRECTORS
Your Company has the following Three- Board Level
Committees established by the Board in compliance
with the requirements of the business and relevant
provisions of applicable laws and statutes:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders Relationship Committee
The details regarding composition, terms of
reference, number of meetings held, etc. of the
above Committees are included in the Report of
Corporate Governance, which forms parts of the
Annual Report. There has been no instance where
the board has not accepted recommendation of Audit
Committee, Nomination & remuneration Committee
and Stakeholders Relationship Committee. Further,
the provisions of Companies Act mandating
constitution of Risk Management Committee are not
yet applicable to the Company.
EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3), Section 134(3)
(a) and Rule 12 of the Companies (Management
and Administration) Rules, 2014 the extract of the
annual return is available on the website of Company
www.modernsteels.com.
AUDITORS
Statutory Auditors
M/s. A P T & CO LLP, Chartered Accountants, (Registration
No. 014621C/N500088), were appointed as Statutory
Auditors of the Company at 48th Annual General
Meeting for a period of two years till the conclusion of
the 50th Annual General Meeting to be held in the year
2024 at a remuneration mutually agreed between the
Board of Directors of the Company and the Statutory
Auditors, whose tenure is going to expire at this ensuing
Annual General Meeting.
The Board of Directors pursuant to Section 139 and
142 and other applicable provisions of Companies Act,
2013, if any and the rules framed thereunder and subject
to approval of Shareholders approved appointment of
M/s. A P T & Co. LLP, Chartered Accountants as Statutory
Auditors of Company for a period of two (2) years to
hold office from this ensuing Annual General Meeting
till the conclusion of the Annual General Meeting to be
held in the year 2026 at a remuneration mutually agreed
between the Board of Directors of the Company and the
Statutory Auditors.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with rules made thereunder,
the Board of Directors had appointed M/s. Sanger
& Associates, Company Secretaries as Secretarial
Auditor of the Company for the financial year 2023-24
for conducting the Secretarial Audit as required under
the provisions of Companies Act, 2013.
Further, M/s. Sanger & Associates, Company
Secretaries being eligible for re-appointment expressed
his willingness to act as Secretarial Auditor of Company
for Financial Year 2024-25, the Board of Directors on
recommendation of Audit Committee approved the re¬
appointment of M/s. Sanger & Associates as Secretarial
Auditors of the Company for Financial Year 2024-25.
AUDITOR’S REPORT
Statutory Auditors’ Report
The Statutory Auditors of the Company M/s. APT &
CO LLP, Chartered Accountants, has submitted the
Auditor's Report on standalone financial statements
for the period ended March 31, 2024 which do not
contain any qualification, reservation or adverse
remark or disclaimer. The notes to the accounts
referred to in the auditors' report are self-explanatory
and therefore, do not call for any further comments.
The Auditors have also not reported any matter under
section 143(12) of the Companies Act, 2013.
Secretarial Auditors’ Report
The Secretarial Auditor M/s. Sanger & Associates,
Company Secretaries has submitted the Secretarial
Audit Report for the Financial Year 2023-24 in Form
No. MR-3 and forming part of this Directors Report
annexed as “Annexure-A”.
Secretarial Auditors’ Qualification in Secretarial
Audit Report
The Company has generally complied with the
provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015, except filing of the intimation
regarding the closure of the trading window to stock
exchange for the quarter ended September 2023.
Management’s Reply:
The Company duly informed all the designated persons
regarding closure of Trading Window. But inadvertently
could not file the intimation to stock exchange for the
quarter ended September 2023.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
The details of Loans, Guarantees and Investments
covered under Section 186 of the Companies Act, 2013
for Financial Year 2023-24 forms part of the notes to
the financial statements provided in the Annual Report.
MATERIAL CHANGES AND COMMITMENTS, IF
ANY AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no adverse material changes or
commitments occurring after 31st March, 2024 till
the date of this report, which may affect the financial
position of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The provisions regarding Corporate Social Responsibility
(“CSR”) as enumerated under section 135 of the
Companies Act 2013 are applicable to the Company for
the period under review.
However, the liability to spend at least two per cent of
the average net profits of the company made during
the three immediately preceding financial years was
not applicable on our company during the financial
year 2023-24, since the company is having average
net loss instead of profits during the three immediately
preceding financial years.
The Annual Report on CSR activities in the prescribed
Form is attached as “Annexure-B” to this report.
The CSR Policy is available on the website of the
Company at www.modernsteels.com
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your Company has in place a policy on Prevention
of Sexual Harassment at workplace. This policy is in
line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. All employees are covered
under this Policy.
As per the said Policy, an Internal Complaints Committee
is also in place to redress complaints received regarding
sexual harassment. No complaints were received during
financial year 2023-24.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is compliant with the applicable
Secretarial Standards (SS) viz. SS-1 & SS-2 on
Meetings of the Board of Directors and General
Meetings respectively.
DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to requirements under Section 134(3)(c) of
the Companies Act, 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed
that:
i) in the preparation of the annual accounts for
the year ended 31st March, 2024, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;
ii) the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March,
2024 and of the loss of the Company for the year
ended on that date;
iii) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;
iv) the Directors have prepared the annual accounts
for the year ended 31st March, 2024, on a ‘going
concern' basis;
v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively;
vi) the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.
APPRECIATION
The Directors also wish to place on record its
appreciation for the commitment displayed by all
employees at all levels during the year.
The Directors also take this opportunity to express
its deep gratitude for the continued co-operation and
support received from its valued stakeholders.
By order of the Board of Directors
For Modern Steels Limited
Krishan Kumar Goyal
Chairman and Managing Director
Place: Chandigarh DIN: 00482035
Dated: 10th August, 2024
MANAGEMENT DISCUSSIONS AND ANALYSIS
REPORT
As the Members are aware that, the manufacturing
business of the Company had been sold. The Company
is working out on the future course of business.
By order of the Board of Directors
For Modern Steels Limited
Krishan Kumar Goyal
Chairman and Managing Director
Place: Chandigarh DIN: 00482035
Dated: 10th August, 2024
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