Your Director's have pleasure in presenting the Thirty Eighth Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended on 31st March, 2024 and 31st March, 2023 are summarized below:-
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Particulars
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For the year ended
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31-Mar-24
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31-Mar-23
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INCOME:
Revenue from operations
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1,280.85
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1,344.13
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Other Income
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247.61
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111.19
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1,528.46
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1,455.32
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EXPENSES:
Cost of materials consumed
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901.77
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1,040.42
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Purchase of Stock-in-Trade
Changes in inventories of finished goods, work-in-progress and
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38.11
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47.57
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Stock-in-Trade Employee benefit expense
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183.92
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167.38
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Financial costs
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13.42
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13.43
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Depreciation and amortization expense
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32.71
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32.26
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Other expenses
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203.12
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132.44
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1,373.05
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1,433.50
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Profit before exceptional items and tax
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155.41
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21.81
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Exceptional Items
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163.96
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-
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PROFIT BEFORE TAX
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319.37
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21.81
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TAX EXPENSES:
Current tax
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14.50
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Current tax - Prior Year
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-
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-
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MAT Credit
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-
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-
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MAT Credit - Prior Year
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-
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-
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Deferred tax
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4.84
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(0.45)
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Profit for the period from continuing operations
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300.03
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22.26
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PROFIT AFTER TAX
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300.03
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22.26
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Other Comprehensive Income/(Loss)
(A)Items that will be reclassified to profit or loss
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|
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(B)Items that will not be reclassified to profit or loss
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202.54
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30.50
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Income tax relating to this
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38.19
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7.71
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Total Other Comprehensive Income/(loss) for the year
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164.34
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22.79
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Total Income/(loss) for the year
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464.37
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45.05
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RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
The Highlights of the Company's performance for the year ended on March 31, 2024 are as under:
^ Value of Sales decreased to Rs. 493.05 lakhs (PY Rs. 610.02 lakhs)
^ Value of Job Work Services increased to Rs. 787.80 lakhs (PY Rs. 734.11 lakhs)
^ Value of Other Income increased to Rs. 247.61 lakhs (PY Rs. 111.19 lakhs)
^ PBDIT decreased to Rs.188.12 lakhs (PY of Rs. 54.07 lakhs)
^ PBT increased to Rs. 319.37 lakhs (PY Rs. 21.81 lakhs)
^ Net Profit increased to Rs. 300.03 lakhs (PY Rs. 22.26 lakhs)
The increase in PBT and Net Profit is majorly due to profit of Rs. 163.96 Lakhs on sale of land being an exceptional item during the year.
DIVIDEND
The Board has not recommended dividend for the year ended 31st March, 2024.
TRANFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2024.
AUDITORS & AUDITORS' REPORT
A. Statutory Auditors
M/s. R K Govil & Co., Chartered Accountants, (Firm Registration No.: 000748C) were appointed as statutory auditors of the Company from the conclusion of the 36th Annual General Meeting (AGM) of the Company held on September 30, 2022 till the conclusion of the 41st Annual General Meeting to be held in the year 2027.
B. Secretarial Auditors
M/s. Deepak Bansal & Associates, Company Secretaries, were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report is annexed to this Report as Annexure I and forms part of the Annual Report.
C. Cost Audit
In terms of provision of section 148(1) of the Companies Act, 2013 read with rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records for the financial year 2023-24.
D. Internal Auditors
M/s. B.R.Maheswari & Co., Chartered Accountants, (FRN 001035N), were Internal Auditors of the Company for the financial year 2023-24. The Board has continued their appointment, as Internal Auditors of the Company for the financial year 2024-25.
EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS:
a) By Statutory Auditors:
There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
b) By Secreta ria l Auditors:
The observations made in the report are self-explanatory and do not require any further explanation from the Board.
CONSERVATION OF ENERGY, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31st March, 2024 is annexed to this report as Annexure II and forms part of this report.
PARTICULARS OF EMPLOYEES
The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required as there was no employee on the payroll of the Company receiving remuneration in excess of limit prescribed under the said rules.
CORPORATE GOVERNANCE
A report on the Company's Corporate Governance practices and the Auditor's Certificate on compliance of mandatory requirements thereof forms part of this Report as Annexure III and is also available on the website of the Company at www.modisteel.com
All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Managing Director (CEO) of the Company is annexed to this Report.
The Managing Director and CFO have certified to the Board regarding the financial statements and other matters as required under regulation 17 (8) of the SEBI Listing Regulations, 2015 and the same forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Management Discussion & Analysis Report forms part of this Annual Report and is annexed to this report as Annexure IV and is also available on the website of the Company at www.modisteel.com
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Independent Directors of the Company are:
• Mr. Anirudh Vimalkumar Goenka
• Mr. Anantshri Gupta
• Mrs. Kanupriya Gupta
In terms of Section 203 of the Act, the following are designated as Key Managerial Personnel of your Company by the Board:
• Mr. Pawan Kumar Modi, Managing Director cum Chief Financial Officer
• Mr. Vandana Gupta, Company Secretary
Mrs. Kanupriya Gupta, who was appointed as Additional Director designated as Non-Executive Independent Director of the Company with effect from 14th February, 2023 was appointed as Director designated as Non-Executive Independent Director of the Company at the Annual General Meeting held on 30th September, 2023.
Mr. Anirudh Vimalkumar Goenka and Mr. Anantshri Gupta who completed their first tenure as Independent Director on 29th March, 2024 continued their second tenure of five year as NonExecutive Independent Director of the Company, in terms of their re-appointment at Annual General Meeting held on 30th September, 2023.
In terms of section 152 of the Act and applicable provisions of Articles of Association of the Company, Mr. Manhar Modi, Director retires by rotation and is eligible for re-appointment. The Board recommends his re-appointment as Director of the Company.
The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of appointment /re-appointment of the directors is provided in the Notice of the ensuing Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received the declaration under section 149(7) of the Companies Act, 2013 from each of the Independent Directors of the Company that he/she meets the criteria of independence as per provision of section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the Board of Directors, all the Independent Directors are proficient and having expertise and acumen to shoulder the responsibilities conferred on the Independent Directors of the Company.
BOARD MEETINGS & ATTENDACE OF DIRECTORS
During the Financial Year 2023-24, 6 (Six) Board Meetings were held and the gap between two meetings did not exceed four months. The Board Meetings were held on 30.05.2023, 14.08.2023, 05.09.2023, 09.11.2023, 13.12.2023 and 14.02.2024.
EVALUATION OF BOARD, COMMITTEES & DIRECTORS' PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has through mutual discussions carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its committee.
The Nomination and Remuneration Committee ("NRC") evaluated the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed, taking into account the views of executive directors and non-executive directors of the company.
NOMINATION & REMUNERATION POLICY
The broad terms of reference of the Nomination and Remuneration Committee ("NRC") of the Company are as under:
a) To identify suitable persons, interview them, if necessary, and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.
b) To develop a policy to ensure the optimum composition of the Board of Directors ensuring a mix of knowledge, experience and expertise from diversified fields of knowledge i.e. Policy on Board Diversity. The Policy also intends to add professionalism and objectivity in the process of deciding Board membership.
c) To lay down criteria for the evaluation of the Board.
d) To formulate a criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a Policy thereon.
e) To formulate criteria for evaluation of Directors.
The company has adopted a Nomination and Remuneration Policy as recommended by "NRC" and the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the remuneration of the Directors, Senior Management & employees of the Company. The Policy also
intends to bring in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director and the overall Board of the Company. The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The Nomination and Remuneration Policy as adopted by your Director's is available at the website of the Company at www.modisteel.com
Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.
The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at March 31, 2024 the Board of Directors comprised of six Directors, of which three are non-executive, including one women director. The number of Independent Directors is three.
The policy of the Company on Directors' appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL ETC.
In terms of provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee's remuneration and such other details as prescribed therein is annexed to this report as Annexure V and forms part of this Annual Report.
RISK MANAGEMENT
The Company has adopted Risk Management Policy to proactively take care of the internal and external risks of the company and ensure smooth business operations. The company's risk management policy ensures that all its material and compliance risk exposures are properly covered, and the company's business growth and financial stability is assured.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the FY 2023-24 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on May 30, 2024 which is within 60 days of the end of the financial year ended March 31, 2024.
SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India during the year.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Company for the year ended on 31st March, 2024 has been uploaded on the website of the Company. It can be accessed at https://modisteel.com/annual-return/
FRAUD REPORTING
Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Directors or the Central Government the occurrence or brewing of any fraud in the Company.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee and the Board.
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
Your Company has adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" which, inter alia, prohibits purchase or sale of securities of the Company by Directors, employees and other connected persons while in possession of unpublished price sensitive information in relation to the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
WHISTLE BLOWER/VIGIL MECHANISM
Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living Corporate Values. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of your company during the year.
CHANGE IN SHARE CAPITAL
There was no change in the Share Capital of your company during the year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments which can affect the financial position of the company between the end of the period under review and date of this report.
DEPOSITS FROM PUBLIC
During the year under review, your Company did not invite / accept any Deposits from the public under section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.
DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company, Associate Company or Joint Venture Company. The Company is not a subsidiary of any other Company.
PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY
All related party transactions done by the Company during the financial year were at arm's length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction as mentioned in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the note no. 26 to the Financial Statements.
PARTICULARS OF LOAN, GUARANTEES, SECURITIES AND INVESTMENTS
The Company has not given any loan, guarantee or provided any security under Section 186 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated /pending against your Company under the Insolvency and Bankruptcy Code, 2016.
ONE TIME SETTLEMENT
There is no instance of one time settlement with any Bank or Financial Institution.
CORPORATE SOCIAL RESPONSIBILITIES
The provision of section 135 of the Companies Act, 2013 is not applicable on the Company as your Company did not meet any of the applicability criteria as specified under Companies (Corporate Social Responsibility Policy) Rules, 2014.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE, (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
In accordance with the provision of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. Hence, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year Company has not received any complaint of harassment.
GREEN INITIATIVE
As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' taken by the Ministry of Corporate Affairs, Government of India (MCA), by its recent Circulars, enabling electronic delivery of documents including the Annual Report to shareholders at their e-mail address registered with the Depository Participants(DPs)/Company/Registrars & Share Transfer Agents.
Shareholders who have not registered their e-mail addresses so far are requested to register their email addresses. Those holding shares in DEMAT form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with Skyline Financial Services Pvt. Ltd., by sending a letter duly signed by the first/sole holder quoting details of Folio Number.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors in respect of the Audited Annual Accounts for the year ended 31st March, 2024, to the best of their knowledge and ability, hereby state that :
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) They 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 at the end of the financial year ended on March 31, 2024 and of the profit of the Company for the year ended on that date;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
(v) They 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
APPRECIATION & ACKNOWLEGEMENT
Your Director's take this opportunity to express their appreciation for the co-operation and assistance received from the Central Government, the State Government, the Financial Institutions, Banks as well as the Shareholders during the year under review. Your Director's also with the place on record their appreciation of the devoted and dedicated service rendered by all the employees of your Company.
For and behalf of the Board of Directors For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Pawan Kumar Modi
Date : 13.08.2024 Chairman and Managing Director
DIN :00051679
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