Your Directors hereby present their 51st Annual Report
and Audited Accounts of the Company for the year ended
31st March, 2025.
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 2024-25.
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 2024-25.
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.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 2(51), 203 ofthe
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, 2025, 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, Four 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 IND AS-24
have been provided in the Notes to the Financial
Statements. Further, no material related party
transactions held during the financial year 2024-25.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
Since, the Company had no manufacturing operations
during the current financial year 2024-25, 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
2024-25, 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, 2025. 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 of Companies Act, 2013).
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, 2025, 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. APT & Co. LLP, Chartered Accountants, (Registration
No. 014621C/N500088), were re-appointed for their second
term as Statutory Auditors of the Company at the last Annual
General Meeting held on 27th September, 2024 for a period
of two years 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
The Board of Directors pursuant to Section 204 and
the rules framed thereunder and subject to approval of
Shareholders approved appointment of M/s. Sanger &
Associates, Company Secretaries (Sole Proprietorship)
as Secretarial Auditor of Company for a period of three
(3) years to hold office from this ensuing Annual General
Meeting till the conclusion of the Annual General Meeting
to be held in the year 2028 at a remuneration and on such
terms as mutually agreed between the Board of Directors
of the Company and the Secretarial Auditor.
AUDITOR’S REPORT
Statutory Auditors’ Report
The Statutory Auditors of the Company M/s. APT &
Co. LLP, Chartered Accountants, have submitted the
Auditor's Report on standalone financial statements for
the period ended March 31,2025 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 2024-25 in Form No.
MR-3 and forming part of this Directors Report annexed
as “Annexure-1”.
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 2024-25 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, 2025 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 were not applicable to the Company for the period
under review.
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 2024-25.
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, 2025, 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, 2025 and of the profit 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) t he Directors have prepared the annual accounts
for the year ended 31st March, 2025, 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: 27th May, 2025
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: 27th May, 2025
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