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Directors Report of Modison Metals Ltd.

Mar 31, 2015

The Members of Modison Metals Ltd

The Directors have pleasure in presenting before you the Thirty Second Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rupees in Lakhs) 2014-15 2013-14

Revenue from operation & other income 17,181.33 18,484.38

Gross Profit before Finance Cost & 1,674.63 2678.77

Depreciation/Amortisation Less: Finance Cost 347.39 289.39

Less: Depreciation / Amortisation 662.70 622.38

Profit before Exceptional items 664.54 1,767.00

Exceptional items - 78.95

Profit before taxation 664.54 1845.95

Less: Provision for Taxation Current tax 217.50 559.00

Less: Taxation adjustment of previous year 0.36 (0.13)

Less: Deferred tax (13.62) 68.59

Profit after taxation 460.30 1218.49

Add: Balance brought forward from the previous year7,901.87 7,279.80

Profit available for appropriation 8,362.17 8498.29

Proposed Dividend 243.38 405.63

Corporate Dividend Tax 49.54 68.94

Transfer to General Reserve - 121.85

Balance carried over to Balance Sheet 8,069.25 7901.87

DIVIDEND :

The Board of Directors has recommended a Dividend of Re.0.75 (75%) Per Equity Share of Re.1 each for the Financial Year ended 31st March 2015.

TRANSFER TO RESERVES :

The Company has transferred Rs. Nil to Reserves for the Financial Year ended 31st March 2015.

OPERATIONS :

During the year under review, the Company has achieved the turnover of Rs. 17,181.33 Lakhs as compared to Rs.18, 484.38 Lakhs during previous year. The turnover reduced by 7.05% i.e; by Rs.1,303.05 Lakhs, Profit before tax reduced by 64% i.e; by Rs.1,181.41 Lakhs & Net Profit aftertax reduce by 62.22 % i.e; by Rs. 758.19 Lakhs.

The continued significant fall in silver prices impacted the revenue as well as bottom line due to inventory valuations. The 9% increase in volume growth though reduced the impact was not good enough to negate it fully.

The major part of exports is in Europe. The weakening of Euro by approximately 17% had a negative impact on forex earnings.

Earnings per share for the year 2014-15 is Rs.1.42. Book value now stands at Rs.29.89 per equity share of Re.1 each. EXPORTS:

The Exports (FOB) including export in INR during the year amounts to Rs.2,504.82 Lakhs as against Rs.3,610.65 Lakhs achieved in the previous year. The export reduced by 30.63% & i.e; Rs.1,105.83 Lakhs.

The geo political situation in Russia and Turkey coupled with sluggish economy did impact the business adversely. The continued sluggish economy in Eurozone along with weakened Euro compounded the matter and did bring the exports down

However this year company has entered into new geography of North America with its marketing and distribution partner and initial work done is encouraging and can help international sales in robust manner.

SHARE CAPITAL:

The paid up equity capital as on 31st March 2015 stood at Rs. 324,50,000. During the year under review, the company has not issued equity share with differential voting rights, sweat equity shares, employee's stock options & 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, 2013 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 invested approximately 1% of its revenue in its R&D efforts 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 :

The Company has not given any loans and guarantee during the year under consideration. The Company has invested in subsidiary for which information has been given under the head "Subsidiaries".

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 Clause 49 of the Listing Agreements with Stock Exchanges, 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 required under Section 134 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 is given in the Annexure I.

EXTRACT OF ANNUAL RETURN :

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

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company run Mohanlal Modi Hospital through Trust. The Company supported various social causes, extended medical aid to the needy and even contributed significantly to the hospitals. Scholarships have been given out to deserving candidates to help them progress and to see them through initial limitations of progress. Also,the group has also committed to fight TB by donating towards the treatment and 5 beds for underprivileged people every year.

These projects are largely in accordance with Schedule VII of the Companies Act, 2013. The details of Committee and its terms of reference are set out in Corporate Governance Report.

The Annual Report on CSR activities is attached as Annexure III and forms a part of this Report of the Directors. DIRECTORS :

Mr. Suresh Mody and Mr. Rajkumar Modi, Directors of the Company who retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment to the Board.

Mr. Bibhuti Bhushan Singh and Mrs.Rita Bhatia who was appointed as an Additional Director of the Company with effect from 27th October, 2014 under Section 161 (1) of the Act, Mr. Bibhuti Bhushan Singh and Mrs.Rita Bhatia holds office upto the date of forthcoming Annual General Meeting and are reappointed in the ensuing Annual General Meeting.

Your Directors state that Mrs. Rita Bhatia, Director of the Company vide its letter dated 1st October, 2014 informed that consequent upon the requirements of revised Clause 49 of Listing Agreement She had met the criteria prescribed in Clause 49 (II) (B) (1) of Listing Agreement and also under Section 149 (6) of the said Act. Accordingly, Mrs. Rita Bhatia is to be confirmed as an Independent Director in the ensuing Annual General Meeting.

Mr. L.P.Aggarwal resigned from directorship with effect from 11th September 2014.

The details of the Directors being recommended for appointment and re -appointment are contained in the accompanying notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL :

Mr. Ramesh Kothari is appointed as Chief Financial Officer of the Company with effect from 26th May 2014. Mr. Rakesh Singh is appointed as Chief Executive Officer of the Company with effect from 04th February 2015.

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 and Clause 49 of the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION :

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, 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 is available on the Company's website. The weblink is http://www.modison.com/pdf/financial/Familiarization-Proaram-for- lndeDendent-Directors-MML.pdf

BOARD MEETINGS :

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

26th May, 2014, 14th July, 2014, 11th August, 2014, 27th October, 2014, 05th November, 2014 and 04th February, 2015.

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

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

A Nomination and Remuneration Policy, on the recommendation of the Nomination & Remuneration Committee, as approved by the Board is available on the Company's website.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 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 M.L. Bhuwania & Co, Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

The Auditors have confirmed that, their appointment, is as per Section 139 of the said Act be and is within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified. There are no qualifications or observations or remarks made by the Auditors in their Report.

ii) Cost Auditors :

M/s. N. Ritesh & Associates, Cost Accountants are appointed as Cost Auditors for auditing as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors.

iii) Secretarial Audit:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Ragini Chokshi & Co, Practicing Company Secretary, Mumbai in accordance with provisions of Section 204 of the Act. 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 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:

During the year, your company acquired M/s. Modison Contacts Private Limited for the purpose of expansion of business, which is now, 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 weblink is http://www.modison.com/pdf/financial/Material-Subsidiaries-Policv-MML.pdf. The subsidiary company has recorded a loss of Rs.0.01 Lacs during the period since it became subsidiary of the Company by investment of Rs.14, 91,740/-.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, and Clause 49 (III) (D) (4) (a) of the Listing Agreement, on the basis of information placed before them, the Directors 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, 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 SI^March, 2015 and of the profit and loss of the Company forthe 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.AII 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.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal 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.

RISK MANAGEMENT COMMITTEE

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of Report of the Directors.

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.

The Company has a robust Risk Management (BRM) 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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 2014-15.

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.

INTERNAL AUDITOR

During the year, the company has appointed Internal Auditor to strengthen the Internal control system. 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

Mumbai, 27th May,2015 G.L MODI Managing Director


Mar 31, 2014

The Members of

MODISON METALS LTD.

The Directors have pleasure in submitting the Thirty First Annual Report of the Company together with audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Rupees In Lakh

2013-14 2012-13

Revenue from Operation & Other Income 18,484.38 15,977.94

Gross Profit Before Finance Cost & Depreciation / 2,678.77 1,948.43 Amortisation

Less: Finance Cost 289.39 315.70

Depreciation / Amortisation 622.38 604.58

Profit before Exceptional Items 1,767.00 1,028.15

Exceptional Items 78.95 0.00

Profit Before Taxation 1,845.95 1,028.15

Less: Provision for Taxation:

Current Tax 559.00 250.00

Deferred Tax 68.59 121.82

Profit After Taxation 1,218.36 656.33

Add: Taxation adjustment of previous year 0.13 (0.33)

Add: Balance Brought Forward from the previous year 7,279.80 7,070.45

Profit available for appropriation 8,498.29 7,726.85

Proposed Dividend 405.63 324.50

Corporate Dividend Tax 68.94 55.15

Transfer to General Reserve 121.85 67.00

Balance Carried Over to Balance Sheet 7901.87 7,279.80

DIVIDEND :

The Board of Directors has recommended a Dividend of Rs. 1.25 (125 per cent) per Equity Share of Re.1 each for the Financial Year ended 31st March 2014.

OPERATIONS :

During the year under review, the Company has achieved the turnover of Rs. 18,484.38 Lakh as compared to Rs. 15,977.94 Lakh during previous year. Turnover grew by 15.69% i.e. by Rs.2,506.44 Lakh, Profit before tax grew by 79.54% i.e. by Rs.817.80 Lakh, & Net Profit after tax grew by 85.75% i.e. by Rs.562.49 Lakh.

Earnings per share for the year 2013-14 increased to Rs. 3.75 from Rs. 2.02 in the previous year. Book value now stands at Rs. 29.42 per Equity Share of Re.1 each.

EXPORTS :

The Exports (FOB) including export in INR during the year amounts to Rs. 3,610.65 Lakh as against Rs. 2,776.64 Lakh achieved in the previous year. The export grew by 30.04% i.e. by Rs.834.01 Lakh. The Company is still focusing to improve its exports performance mainly in USA & Europe.

RESEARCH AND DEVELOPMENT :

A state-of-the-art recognized R & D Division set up by the Company in Financial Year 2002-03 got renewal in April 2013 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.

DIRECTORS:

Mr. Ranjan Dasgupta, Mr. Rajkumar Modi and Mr. Kumar Jay Modi retire by rotation at the ensuing Annual General meeting and being eligible offer themselves for re-appointment to the Board. There were resignation of Mr. Anil Lohia w.e.f 14/06/2013, Mr. Satish Mody w.e.f. 20/06/2013 and Mr. Shravan V. Sharma w.e.f 13/06/2013. Also there was appointment of additional director Mr. Lalita Pershad Aggarwal w.e.f. 15/07/2013 and there was change in designation of Mr. Lalita Pershad Aggarwal as a Director w.e.f.10/09/2013. Mr. B.B.Singh resigned w.e.f. 07.05.2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As per the provisions of Section 217 (2AA) of the Companies Act 1956, the Board confirms that

1. The financial statements are in full conformity with the requirements of the Companies Act, 1956 and applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

A copy of Compliance Certificate as required by section 383A(1) of the Companies Act, 1956 forming part of this report is attached here with. The Compliance Certificate is self explanatory.

CORPORATE GOVERNANCE:

Certificate of the Auditors of your Company regarding Compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange is enclosed.

Your Company has been practising the principles of good Corporate Governance over the years.

The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Your Company has complied with the requirement of the revised clause 49 of the Listing Agreement.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure I.

PARTICULARS OF EMPLOYEES:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in the Annexure II.

AUDITORS :

M/s. M. L. Bhuwania & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as per the Certificate given by the Auditors under the provisions of Section 139 and 141 of the Companies Act, 2013.

COST AUDITOR’S DETAILS

The Central Government has approved the appointment of M/s N. Ritesh & Associates (Talati Ritesh Naimesh, Proprietor), Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2013-14. The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2014 is 30th September, 2014.The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2013 was 30th September 2013 and the Cost Audit Report was filed by the Cost Auditor M/s NNT & Co.(Talati Nikita Naimesh, Proprietor), Cost Accountants, on 20th November, 2013 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012

PUBLIC DEPOSITS :

The Company has not accepted deposit from the Public during the year.

APPRECIATION :

Your Directors wish to place on record their appreciation for the continued support received from Employees, Shareholders, Banks, Customers and Suppliers of the Company.

For And On Behalf Of The Board

G. L. MODI

Mumbai, 26th May, 2014 Managing Director


Mar 31, 2013

To, The Members of MODISON METALS LTD.

The Directors have pleasure in submitting the Thirtieth Annual Report of the Company together with audited Accounts (or the year ended 31s1 March, 2013.

- FINANCIAL RESULTS

Rupees In Lakh 2012-13 2011-12

Revenue from Operation & Other Income 15,977.94 16,323.19

Gross Profit Before Finance Cost & Depreciation / 1,948.43 3,162.47 Amortisation

Less: Finance Cost 315.70 269.35

Depreciation /Amortisation 604.58 526.31

Profit Belore Taxation 1,028.15 2,366.81

Less: Provision for Taxation:

Current Tax 250.00 752.00

Deferred Tax 121.82 16.66

Profit After Taxation 656.33 1598.15

Add: Taxation adjustment of previous year (0.33) 0.28

Add: Balance Brought Forward from the previous year 7,070.45 6,009.01

Profit available for appropriation 7,726.85 7607.44

Proposed Dividend 324.50 324.50

Corporate Dividend Tax 55.15 52.64

Transfer to General Reserve 67.00 159.85

Balance Carried Over to Balance Sheet 7,279.80 7,070.45



- DIVIDEND:

The Board of Directors has recommended a Dividend of Re.1/- (100 per cent) per Equity Share of Re. 1/-each for the Financial Year ended 31st March 2013.

- OPERATIONS:

During the year under review, the Company has achieved the turnover of Rs. 15,977.94 Lakh as compared to Rs. 16,323.19 Lakh during previous year. Turnover slightly reduced by 2.12% i.e. by Rs.345.25 Lakh, Profit before tax reduced by Rs.1,338.66 Lakh, & Net Profit after tax reduced by Rs.942.44 Lakh.

Earnings per share for the year 2012-13 decreased to Rs. 2.02 from Rs. 4.93 in the previous year. Book value now stands at Rs. 27.13 per Equity Share of Re.1/- each.

EXPORTS:

The Exports during the year amounts to Rs. 2776.64 Lakh as against Rs. 2641.02 Lakh achieved in the previous year. The Company is focusing to improve its exports performance.

RESEARCH AND DEVELOPMENT : A state-of-the-art recognized R&D Division set up by the Company in Financial Year 2002-03 got renewal in June 2010 from Department of Science & Technology Industrial Research, (Mew Delhi. The R&D Division is working for development of new product as well as improvement in existing products.

- DIRECTORS:

Mr. B.B. Singh, Mr. Suresh Mody & Mr. R.A. Goenka retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment to the Board.

- DIRECTORS'' RESPONSIBILITY STATEMENT:

As per the provisions of Section 217 (2AA) of the Companies Act 1 956, the Board confirms that

1. The financial statements are in lull conformity with the requirements of the Companies, Act, 1956 and applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

- COMPLIANCE CERTIFICATE:

A copy of Compliance Certificate as required by section 383A(1) of the Companies Act, 1956 forming part of this report is attachedhere with. The Compliance Certificate is self explanatory.

- CORPORATE GOVERNANCE:

Certificate of the Auditors of your Company regarding Compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange is enclosed.

Your Company has been practising the principles of good Corporate Governance over the years.

The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Your Company has complied with the requirement of the revised clause 49 of the Listing Agreement.

- ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure I.

- PARTICULARS OF EMPLOYEES:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in the Annexure II.

- AUDITORS :

M/s. M. L. Bhuwania& Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as per the Certificate given by the Auditors under the provisions of Section 224 (1B) of the Companies Act, 1956.

- PUBLIC DEPOSITS:

The Company has not accepted depositfrom the Public during the year.

- APPRECIATION:

Your Directors wish to place on record their appreciation for the continued support received from Employees, Shareholders, Banks, Customers and Suppliers of the Company.

For And On Behalf Of The Board

G. L. MODI

Mumbai, 23rd May, 2013 Managing Director


Mar 31, 2012

To,The Members of MODISON METALS LTD.

The Directors have pleasure in submitting the Twenty-Ninth Annual Report of the Company together with audited Accounts for the year ended 31st March, 2012.

* FINANCIAL RESULTS

Rupees In Lakh

2011-12 2010-11

Revenue from Operation & Other Income 16,323.19 12,721.96

Gross Profit Before Finance Cost & Depreciation / 3,162.47 2,948.87 Amortisation

Less: Finance Cost 269.35 118.44

Depreciation / Amortisation 526.31 461.37

Profit Before Taxation 2,366.81 2,369.06 Less: Provision for Taxation:

Current Tax 752.00 777.83

Deferred Tax 16.66 7.89

Profit After Taxation 1,598.15 1,583.34

Add: Taxation adjustment of previous year 0.28 0.32

Add: Balance Brought Forward from the previous year 6,009.01 4,960.89

Profit available for appropriation 7,607.44 6,544.55 Proposed Dividend 324.50 324.50

Corporate Dividend Tax 52.64 52.64

Transfer to General Reserve 159.85 158.40

Balance Carried Over to Balance Sheet 7,070.45 6,009.01

* DIVIDEND :

The Board of Directors has recommended a Dividend of Re.1/- (100 per cent) per Equity Share of Re.1/- each for the Financial Year ended 31st March 2012.

* OPERATIONS :

During the year under review, the Company has achieved the turnover of Rs. 16,323.19 Lakh as compared to Rs. 12,721.96 Lakh during previous year. Turnover grew by 28.31% i.e. by Rs.3,601.23 Lakh, Profit before tax slightly reduced by Rs.2.25 Lakh, however Net Profit after taxation grew by Rs.14.77 Lakh.

Earnings per share for the year 2011-12 increased to Rs. 4.93 from Rs. 4.88 in the previous year. Book value now stands at Rs. 26.28 per Equity Share of Re.1/- each.

* EXPORTS:

The Exports during the year amounts to Rs. 2641.02 Lakh as against Rs. 1,902.26 Lakh achieved in the previous year. The Company is focusing to improve its exports performance.

* RESEARCH AND DEVELOPMENT :

A state-of-the-art recognized R & D Division set up by the Company in Financial Year 2002-03 got renewal in June 2010 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.

* DIRECTORS:

Mr. Mr. Satish Mody, Mr. Ranjan Dasgupta and Mr. Raj Kumar Modi retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment to the Board.

* DIRECTORS' RESPONSIBILITY STATEMENT:

As per the provisions of Section 217 (2AA) of the Companies Act 1956, the Board confirms that

1. The financial statements are in full conformity with the requirements of the Companies Act, 1956 and applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

* COMPLIANCE CERTIFICATE:

A copy of Compliance Certificate as required by section 383A(1) of the Companies Act, 1956 forming part of this report is attached here with. The Compliance Certificate is self explanatory.

* CORPORATE GOVERNANCE:

Certificate of the Auditors of your Company regarding Compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange is enclosed.

Your Company has been practising the principles of good Corporate Governance over the years.

The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Your Company has complied with the requirement of the revised clause 49 of the Listing Agreement.

* ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure I.

* PARTICULARS OF EMPLOYEES:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in the Annexure II.

* COST AUDIT COMPLIANCE :

During the year the Central Government has prescribed maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956. The Company is also required to submit Compliance Certificate, in the prescribed format. The Company is in the advance stage of preparation of Cost records.

* AUDITORS:

M/s. M. L. Bhuwania & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as per the Certificate given by the Auditors under the provisions of Section 224 (1B) of the Companies Act, 1956.

* PUBLIC DEPOSITS :

The Company has not accepted deposit from the Public during the year.

* APPRECIATION :

Your Directors wish to place on record their appreciation for the continued support received from Employees, Shareholders, Banks, Customers and Suppliers of the Company.

For And On Behalf Of The Board

G. L. MODI

Mumbai, 29th May, 2012 Managing Director


Mar 31, 2011

The Directors have pleasure in submitting the Twenty-Eighth Annual Report of the Company together with audited Accounts for the year ended 31st March, 2011.

- FINANCIAL RESULTS Rupees In Lakh

2010-11 2009-2010

Sales & Other Income 12,721.96 9,740.38

Gross Profit Before Finance Expenses & Depreciation / Amortisation 2,944.68 2,272.24

Less: Finance Expenses 105.92 102.55

Depreciation / Amortisation 461.37 396.8

Profit Before Taxation 2,377.39 1,772.80

Less: Provision for Taxation: Current Tax (Including Rs. 0.16 Lakh for Wealth Tax -Previous year Rs.0.15 Lakh) 786.16 541.15

Deferred Tax 7.89 51.25

Profit After Taxation 1,583.34 1,180.40

Add: Taxation adjustment of previous year 0.32 0.40

Add: Balance Brought Forward from the previous year 4,960.87 4,183.87

Profit available for appropriation 6,544.53 5,364.67

Proposed Dividend 324.50 243.38

Corporate Dividend Tax 52.64 40.42

Transfer to General Reserve 158.40 120.00

Balance Carried Over to Balance Sheet 6,008.99 4,960.87

- DIVIDEND:

The Board of Directors has recommended a Dividend of Re. 1/- (100 per cent) per Equity Share of Re. 1/- each for the Financial Year ended 31st March 2011.

- OPERATIONS:

During the year under review, the Company has achieved the turnover of Rs. 12,721.96 Lakh as compared to Rs. 9,740.38 Lakh during previous year. Turnover grew by 30.61% i.e. by Rs. 2,981.58 Lakh, Profit before tax grew by 34.10% i.e. by Rs. 604.59 Lakh & Net Profit after taxation grew by 34.12% i.e. by Rs. 402.86 Lakh.

Earnings per share for the year 2010-11 increased to Rs. 4.88 from Rs. 3.64 in the previous year. Book value now stands at Rs. 22.51 per Equity Share of Re. 1/-each.

- EXPORTS:

The Exports during the year amounts to Rs. 1,902.25 Lakh as against Rs. 1,173.33 Lakh achieved in the previous year. The Company is focusing to improve its exports performance.

- RESEARCH AND DEVELOPMENT :

A state-of-the-art recognized R&D Division set up by the Company in Financial Year 2002-03 got renewal in June 2010 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.

- DIRECTORS:

Mr. R.A. Goenka, Mr. Anil Lohia and Mr. Shravan Sharma retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment to the Board.

- DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217 (2AA) of the Companies Act 1956, the Board confirms that

1. The financial statements are in full conformity with the requirements of the Companies Act, 1956 and applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

- COMPLIANCE CERTIFICATE:

A copy of Compliance Certificate as required by section 383A(1) of the Companies Act, 1956 forming part of this report is attached here with. The Compliance Certificate is self explanatory.

- CORPORATE GOVERNANCE:

Certificate of the Auditors of your Company regarding Compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange is enclosed. Your Company has been practising the principles of good Corporate Governance over the years.

The Board of Directors supports the broad principles of corporate governance. In addition to the

basic governance issues, the Board lays strong emphasis on transparency, accountability and

integrity.

Your Company has complied with the requirement of the revised clause 49 of the Listing

Agreement.

- ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217( 1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure I.

- PARTICULARS OF EMPLOYEES:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year. Information in accordance with the provisions of Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in the Annexure II.

- AUDITORS:

M/s. M. L. Bhuwania & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as per the Certificate given by the Auditors under the provisions of Section 224 (IB) of the Companies Act, 1956.

- FIXED DEPOSITS :

The Company has not accepted deposit from the Public during the year.

- APPRECIATION:

Your Directors wish to place on record their appreciation for the continued support received from Employees, Shareholders, Banks, Customers and Suppliers of the Company.

For And On Behalf Of The Board

G. L. MODI Managing Director

Mumbai, 30th May, 2011


Mar 31, 2010

The Directors have pleasure in submitting the Twenty-Seventh Annual Report of the Company together with audited Accounts for the year ended 31st March, 2010.

- FINANCIAL RESULTS

Rupees In Lakh

2009-10 2008-09

Sales & Other Income 9740.38 7820.04

Gross Profit Before Finance Expenses & Depreciation / 2272.24 1668.07 Amortisation

Less: Finance Expenses 102.55 170.47

Depreciation / Amortisation 396.89 351.00

Profit Before Taxation 1772.80 1146.60

Less: Provision for Taxation:

Current Tax 541.15 320.42 (Including Rs. 0.15 Lakh for Wealth Tax - Previous year Rs.0.42 Lakh)

Deferred Tax 51.25 78.90

Fringe Benefit Tax - 4.27

Profit After Taxation 1180.40 743.01

Add: Taxation adjustment of previous year 0.40 (1.43)

Add: Balance Brought Forward from the previous year 4183.87 3668.31

Profit available for appropriation 5364.67 4409.89

Proposed Dividend 243.38 129.80

Corporate Dividend Tax 40.42 22.06

Transfer to General Reserve 120.00 74.16

Balance Carried Over to Balance Sheet 4960.87 4183.87

- DIVIDEND:

The Board of Directors has recommended a Dividend of Re.0.75 (75 per cent) per Equity Share of Re.l/- each for the Financial Year ended 31st March 2010.

- OPERATIONS:

During the year under review, the Company has achieved the turnover of Rs. 9,740.38 Lakh as compared to Rs. 7,820.04 Lakh during previous year. After facing slowdown, F.Y. 2009-10 was extremely good for your Company. Turnover grew by 24.56% i.e. by Rs.1,920.34 Lakh, Profit before tax grew by 54.61% i.e. by Rs.626.20 Lakh & Net Profit after taxation grew by 58.87% i.e. by Rs.437.39 Lakh.

Earnings per share for the year 2009-10 increased to Rs. 3.64 from Rs. 2.29 in the previous year. Book value now stands at Rs. 18.79 per Equity Share of Re.l/- each.

. EXPORTS -¦

The Exports during the year amounts to Rs. 1,173.33 Lakh as against Rs. 1,194.41 Lakh achieved in the previous year. The Company is focusing to improve its exports performance.

. RESEARCH AND DEVELOPMENT :

A state-of-the-Art recognized R&D Division set up by the Company in Financial Year 2002-03 got renewal in June 2008 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.

. DIRECTORS:

Mr. B.B. Singh was appointed as additional director with effect from 29th May 2010. He was also appointed as Wholetime Director, designated as Technical Director for five years. In terms of Section 260 of the Companies Act, 1956 he shall hold the office only upto the date of ensuing Annual General Meeting. The Company has received requisite Notice in writing from a member proposing his candidature for the office of Director liable to retire by rotation.

Mr. G.L. Modi and Mr. Suresh Mody retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment to the Board.

. DIRECTORS RESPONSIBILITY STATEMENT:

As per the provisions of Section 217 (2AA) of the Companies Act 1956, the Board confirms that

1. The financial statements are in full conformity with the requirements of the Companies Act, 1956 and applicable accounting standards had been followed.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

- COMPLIANCE CERTIFICATE;

A copy of Compliance Certificate as required by section 383A(1) of the Companies Act, 1956 forming part of this report is attached here with. The Compliance Certificate is self explanatory.

- CORPORATE GOVERNANCE:

Certificate of the Auditors of your Company regarding Compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange is enclosed.

Your Company has been practising the principles of good Corporate Governance over the years.

The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Your Company has complied with the requirement of the revised clause 49 of the Listing Agreement.

- ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure I.

. PARTICULARS OF EMPLOYEES:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

Information in accordance with the provisions of Section: 217 (2A) of The Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in the Annexure II.

- AUDITORS :

M/s. M. L. Bhuwania & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as per the Certificate given by the Auditors under the provisions of Section 224 (IB) of The Companies Act, 1956.

. FIXED DEPOSITS :

The Company has not accepted deposit from the Public during the year.

. APPRECIATION:

Your Directors wish to place on record their appreciation for the continued support received from Employees, Shareholders, Banks, Customers and Suppliers of the Company.

For And On Behalf Of The Board

G. L. MODI Mumbai, 29th May, 2010 Managing Director

 
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