Directors Report of Modison Ltd.

Mar 31, 2025

The Board of Directors present the Companyâs 42^nd Annual Report and the Companyâs
Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31, 2025.

1. Financial Summary

The Companyâs financial performance (standalone and consolidated) for the year ended
March 31, 2025, is summarised below:

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operation	49,024.08	40,456.16	49,024.08	40,456.16
Other Income	325.46	66.84	327.11	69.72
Total Revenue	49,349.54	40,523.00	49,351.19	40,525.88
Profit before Finance Cost, Depreciation / Amortisation, Tax & Exceptional items	4,846.67	3,263.31	4,847.19	3,265.34
Less: Finance Cost	582.80	282.77	582.83	282.77
Less: Depreciation/Amortisation	801.45	627.90	801.45	627.90
Profit before Exceptional items and Tax	3,462.42	2,352.64	3,462.91	2,354.67
Exceptional items	(108.32)	559.18	(108.32)	559.18
Profit before tax	3,354.10	2,911.82	3,354.59	2,913,85
Less: Provision for Tax
Current tax	775.50	713.00	775.75	713,36
Tax adjustment of previous year	17.19	0.32	17.19	0.32
Deferred tax	93.39	64.17	93.50	63.93
Profit after tax	2,468.02	2,134.33	2,468.15	2,136.24
Add: Profit brought forward from the previous year	18,721.51	17,073.93	18,726.07	17,076.60
Profit available for appropriation	21,189.53	19,208.26	21,194.22	19,212.84
Less: Interim Dividend/Final Dividend	1,135.75	486.75	1,135.75	486.75
Balance carried over to Balance Sheet	20,053.78	18,721.51	20,058.47	18,726.09

2. Operations and State of Affairs of the Company

Highlights of the Companyâs financial performance for the year ended March 31, 2025,
on Standalone basis are:

â¢ The Revenue from operations increased by 21.18% to Rs. 49,024.08 Lakhs in
the financial year ended March 31, 2025 as compared to Rs.40,456.16 Lakhs for
the preceding financial year.

â¢ Profit Before Tax of the current financial year increased by 15.19% to

Rs. 3,354.10 Lakhs as compared to Rs. 2,911.82 Lakhs for the preceding

financial year.

â¢ The Companyâs Net Profit of the current financial year increased by 15.63% to
Rs.2,468.02 Lakhs as compared to Rs.2,134.33 Lakhs for the preceding
financial year.

Highlights of the Companyâs financial performance for the year ended March 31, 2025,
on consolidated basis are:

â¢ The Revenue from operations increased by 21.18% to Rs. 49,024.08 Lakhs in
the financial year ended March 31, 2025 as compared to Rs.40,456.16 Lakhs for
the preceding financial year.

â¢ Profit Before Tax of the current financial year increased by 15.13% to

Rs.3,354.59 Lakhs as compared to Rs.2,913.85 Lakhs for the preceding

financial year.

â¢ The Companyâs Net Profit of the current financial year increased by 15.54% to
Rs.2,468.15 Lakhs as compared to Rs.2,136.24 Lakhs for the preceding
financial year.

Export Highlights

â¢ The export turnover (FOB), including exports in Rupees, stood at Rs.7,766.79

Lakhs compared to Rs. 6,278.57 lakhs in the corresponding previous year,

reflecting an increase of 23.70%.

3. Dividend

Your Board of Directors had declared and paid an Interim Dividend of Rs. 1.50 (One
Rupee and Fifty Paisa only) per Equity Share of Rs. 1/- (Rupees One only) each; being
150% (One Hundred and Fifty percent) of the total paid-up Equity Share Capital of the
Company, amounting to Rs. 486.75 Lakhs for the financial year ended March 31, 2025.

Further it is pleasure in recommending payment of Final Dividend of Rs.2.00 (Rupees
Two only) per Equity Share of Rs. 1/- (Rupees One only) being 200% (Two Hundred
percent) of the total paid-up Equity Share Capital of the Company, amounting to Rs.
649 Lakhs for the financial year ended March 31, 2025.

The dividend, subject to the approval of the Members at the Annual General Meeting
("AGMâ) scheduled to be held on Tuesday, September 09, 2025, will be paid within a
period of thirty (30) days from the date of AGM to the Members whose names appear in
the Register of Members, as on the Record Date, i.e. Tuesday, September 02, 2025.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall be taxable in the hands of the
Members. Your Company shall, accordingly, make the payment of the Final Dividend
after deduction of tax at source.

4. T ransfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the
Company. Please refer to Statement of changes in Equity in the Standalone Financial
Statement of the Company for details pertaining to changes during the year in Other
Equity.

5. Share Capital:

i) . Paid-up Share Capital

The Paid-up Share Capital of the Company as on March 31, 2025, was Rs.
3,24,50,000/- (Rupees Three Crore Twenty Four Lakhs Fifty Thousand only)
comprising of 3,24,50,000 (Three Crore Twenty Four Lakhs Fifty Thousand) Equity
Shares of Re. 1/- (Rupee One only) each.

ii) . Authorised Capital

As of March 31, 2025, the Authorised Share Capital of the Company stood at Rs.
10,00,00,000/- (Rupees Ten Crores Only). There was no change in the Authorised
Capital of the Company during the year under review.

Your Company has neither issued any shares with differential rights as to dividends, voting
or otherwise nor issued any sweat equity shares during the year under review.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in separate
section, forming part of this Integrated Annual Report.

7. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the "Act"), the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), and Indian Accounting Standard (Ind AS)
110-Consolidated Financial Statements, the Audited Consolidated Financial Statements
of the Company for the financial year ended March 31,2025, form an integral part of this
Integrated Annual Report.

8. Subsidiary, Joint Venture and Associate Companies

During the year under the review , the Company has two wholly owned subsidiary
Companies namely, M/s. Modison HV Private Limited (formerly known as Modison
Contacts Private Limited) and M/s. Modison Hitech Private Limited.

A statement providing details of performance and salient features of the financial
statements of Subsidiary Companies, as per Section 129(3) of the Act, is provided
under Form AOC-1 as Annexure A to this Report.

The Audited Financial Statements including the Consolidated Financial Statement of the
Company and all other documents required to be attached thereto are available on the
Companyâs website and can be accessed at www.modisonltd.com.The financial
statements of the subsidiary companies, as required, are available on the Companyâs
website and can be accessed at www.modisonltd.com.

The Company has in place a Policy for determining Material Subsidiaries. The Policy is
available on the Companyâs website and can be accessed at www.modisonltd.com. The
Company does not have any material subsidiaries.

The Company does not have any joint venture or associate company.

9. Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.

10. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance
and adheres to the Corporate Governance requirements set out by the Securities and
Exchange Board of India (âSEBIâ).

The report on Corporate Governance as stipulated under the Listing Regulations forms
part of the Integrated Annual Report. The Certificate from a Statutory Auditors
confirming compliance with the conditions of Corporate Governance is attached to the
report on Corporate Governance.

11. Contracts or arrangements with Related Parties

The contracts, arrangements, and transactions entered during the year with related
parties were in its ordinary course of business and on an armâs length basis.

During the year under review, the Company entered into transaction(s) with related
party (ies), which were considered material in accordance with the Companyâs Policy
on Materiality of Related Party Transactions. The said transactions are reported in
Form No. AOC-2, which is provided as Annexure B to this Report.

The Company has in place a Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions. The Policy is available on the Companyâs
website and can be accessed at www.modisonltd.com

There were no materially significant related party transactions which could have
potential conflict with the interests of the Company at large.

Members may refer to Note 43 to the Standalone Financial Statement which sets out
related party disclosures pursuant to Ind AS.

12. Risk Management

The Company has in place Risk Management Committee which has established a
robust Risk Management Policy and has been entrusted with the responsibility to assist
the Board in; (a) Overseeing and approving the Companyâs enterprise wide risk
management framework; and (b) Overseeing all the risks that the organisation faces
such as strategic, financial, market, security, operational, personnel, IT, legal,
regulatory, reputational and other risks.

The Risk Management Committee has identified and assessed all the material risks that
may be faced by the Company and ensured proper policy, procedure and adequate
infrastructure are in place for monitoring, mitigating and reporting risks on a periodical
basis.

13. Public Deposits

During the year under review, the Company has neither accepted nor renewed deposits
from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013
(the "Actâ), read together with the Companies (Acceptance of Deposits) Rules, 2014.
Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with Chapter
V of the Act is not applicable.

14. Particulars of Loans, Guarantees or Investments

The details of Loan given and investments made by the Company under Section 186 of
the Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations forms part of
this Integrated Annual Report in the Notes 8 and 9 to the Standalone Financial
Statements for the Financial Year ended March 31, 2025.

Further, your Company has not given any guarantee or provided any security which are
covered under the provisions of Section 186 of the Act during the year under review

15. Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework and
process that address financial and financial reporting risks. The key internal financial
controls have been documented, automated wherever possible and embedded in the
business process. The Company has in place adequate internal financial controls with
reference to financial statement.

The Company believes that these systems provide reasonable assurance that the
Companyâs internal financial controls are adequate and are operating effectively as
intended.

The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of
the Companyâs Internal Controls and monitors the implementation of audit
recommendations, if any.

16. Directors and Key Managerial Personnel

i). Directorate

The Board as on March 31, 2025, comprised of 6 (Six) Directors out of which 3
(three) are Independent Directors and 3 (three) are Executive Directors.

a. Appointments/ Re-appointments and Retirement by rotation

â¢ Re-appointment of Mr. Girdhari Lal Modi (DIN: 00027373) as Managing
Director.

The tenure of Mr. Girdhari Lal Modi (DIN: 00027373) as Managing Director was
due on July 08, 2024, the Board of Directors of the Company based on the
recommendation of the Nomination & Remuneration Committee passed a
Resolution on May 29, 2024, considering and approving the re-appointment of Mr.
Girdhari Lal Modi (DIN: 00027373) as Managing Director with effect from July 09,
2024 till July 08, 2027. The term of appointment will be for a period of 3 years,
subject to the approval of shareholders.

The afore mentioned re-appointments were duly approved by the Members of the
Company at its 41^st Annual General Meeting which was held on July 30, 2024,

â¢ Appointment of Preeti Arvind Shah (DIN: 00020287) as Non- Executive
Independent Directors

Based on the recommendation of the Nomination & Remuneration Committee, the
Board of Directors of the Company vide Resolution passed on August 13, 2024,
had considered and approved the appointment of Ms. Preeti Arvind Shah (DIN:
00020287) as an Additional Director designated as an Non- Executive
Independent Director with effect from August 13, 2024, in the vacancy created
upon completion of the second term of Ms. Rita Dilip Bhatia (DIN: 06973893),
Independent Director on October 27, 2024. The term of appointment of Ms. Preeti
Arvind Shah as an Independent Director will be for a period of 5 years, subject to
the approval of shareholders.

The resolutions pertaining to the above appointments were duly approved by the
Members of the Company, on October 14, 2024, by means of Postal Ballot,
exclusively through remote e-Voting, details of which have been provided in the

Report on Corporate Governance which forms part of this Integrated Annual
Report.

â¢ Re-appointment as Joint Managing Director

The Re-appointment of Mr. Rajkumar Mohanlal Modi (DIN: 00027449) and Mr.
Kumar Jay Modi (DIN: 00059396), as Joint Managing Directors were considered
for the period of 3 years by the Board of Directors of the Company on the
recommendation of Nomination & Remuneration Committee at its meeting held on
August 13, 2024, due to expiration of their term as Joint Managing Directors on
March 31,2025, respectively. Their term of appointment as Joint Managing
Directors will be for a period of 3 year, i.e. April 01, 2025 till March 31, 2028,
respectively, subject to the approval of shareholders.

The resolutions pertaining to the above re-appointments were duly approved by
the Members of the Company, on October 14, 2024, by means of Postal Ballot,
exclusively through remote e-Voting, details of which have been provided in the
Report on Corporate Governance which forms part of this Integrated Annual
Report.

â¢ Retirement by rotation and subsequent re-appointment

In terms of Section 152 of the Act, Mr. Kumar Jay Modi (00059396), who was
liable to retire by rotation, was re-appointed by the Members at 41^st Annual
General Meeting held on July 30, 2024.

In accordance with the provisions of Section 152 of the Act, and the Articles of
Association of the Company, Mr. Rajkumar Mohanlal Modi (DIN: 00027449),
Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment. The
Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has recommended his re-appointment.

The information as required to be disclosed under Regulation 36 of the Listing
Regulations and Secretarial Standard on General Meetings (âSS-2â) in relation to
Directors liable to retire by rotation is provided in the Notice of ensuing Annual
General Meeting, forming part of this Integrated Annual Report.

b. Retirement / Cessation

Mrs. Rita Dilip Bhatia (DIN: 06973893), who was appointed as Non-Executive
Independent Director of the Company for the first term on October 27, 2014 to
October 26, 2019 and further was re-appointed for second term from October 27,
2019 till October 26, 2024.

Pursuant to completion of her tenure, Mrs. Rita Dilip Bhatia retired w.e.f. October
26, 2024. The Board placed on record its appreciation for the contribution made
by Mrs. Rita Dilip Bhatia during her tenure Non-Executive, Independent Director of
the Company.

ii) . Key Managerial Personnel (âKMPsâ)

As on March 31, 2025, the following are the Key Managerial Personnel of the
Company as per the provisions of the Act and rules made thereunder:

â¢ Mr. Murlidhar Narayan Nikam, Chief Executive Officer

â¢ Mr. Ramesh Mangilal Kothari, Chief Financial Officer

â¢ Ms. Pooja Birendra Sinha, Company Secretary & Compliance Officer with effect
from February 13, 2025.

Ms. Reema Nalin Solanki, has relinquished her position as the Company Secretary &
Compliance Officer w.e.f. January 08, 2025.

iii) . Board Independence

In the opinion of the Board, all the Independent Directors on the Board possess
requisite qualifications, experience (including proficiency, as applicable) and
expertise and hold highest standards of integrity.

The Company has received declarations from all the Independent Directors of the
Company confirming that:

i) they meet the criteria of independence prescribed under the Act and the Listing
Regulations; and

ii) they have registered their names in the Independent Directorsâ Databank.

All Independent Directors have affirmed compliance to the code of conduct for
Independent Directors as prescribed in Schedule IV to the Act.

The terms and conditions of appointment of the Independent Directors are placed on
the website of the Company and can be accessed at: www.modisonltd.com

Mr. Ashok Shantilal Jatia, Mr. Jayant Govindrao Kulkarni and Ms Preeti Arvind Shah
serve as the Independent Directors on the Board of the Company as on March 31,
2025. Further, the details of the membership of committees and the qualifications and
expertise of all the Directors are covered in the Report on Corporate Governance
which forms part of this Integrated Annual Report.

iv) . Board Effectiveness

(a) Performance Evaluation

The Nomination & Remuneration Committee has established criteria for evaluating
the performance of the Board, its Committees, and individual Directors, including
Independent Directors. These criteria encompass various aspects such as the
adequacy of the Boardâs and Committeesâ composition, Board culture, and the
execution of duties and governance responsibilities.

In accordance with the Act, Regulation 17 of the SEBI Listing Regulations, and the
SEBI Guidance Note on Board Evaluation, the Committee and the Board conducted

the annual performance evaluation using predefined templates. This evaluation
covered the performance of the Board, its Committees, and individual Directors
based on parameters such as engagement and contribution, independence of
judgment, and the protection of the Shareholdersâ and Companyâs interests.

The Board of Directors has expressed its satisfaction with the evaluation process

(b) Familiarisation Programme for Independent Directors

In compliance with Section 149 read with Schedule IV of the Act, and Regulation 25
of the SEBI Listing Regulations, the Company ensures that its Independent Directors
are familiarised with their roles, rights, and responsibilities, as well as the nature of
the industry, the Company''s business model, and key operational aspects.

To facilitate this, periodic presentations are made to the Board and its Committees,
covering business and performance updates, operational strategies, developments in
the global business environment, and the associated risks and mitigation measures
undertaken by the Company.

Details of such familiarisation programmes for the Independent Directors are
available on the website of the Company www.modisonltd.com .

17. Number of Meetings of the Board and its Committees

In the ordinary course of business, meetings of the Board and its Committees are
convened to deliberate on key matters including business strategy, financial
performance, digital transformation, governance, and other operational issues.

A tentative schedule of Board and Committee meetings for the upcoming financial year
is shared with Directors in advance, enabling them to plan their participation effectively.
In addition, to address time-sensitive matters, certain proposals are approved by
circulation, ensuring prompt decision-making in urgent situations.

Board Meetings

During the Financial Year 2024-25, the Board of Directors met four (4) times. Details
regarding these meetings, including Director Attendance, are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report. The time gap
between meetings complied with the requirements of the Act and SEBI Listing
Regulations.

Board Committees

As part of its commitment to sound corporate governance and in accordance with the
provisions of the Act and SEBI Listing Regulations, the Board has constituted several
Committees. Currently, the Company has 6 (six) Board-level Committees, each
established to address specific business needs and ensure compliance with applicable
laws and regulatory requirements.

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholdersâ Relationship Committee;

iv) Corporate Social Responsibility Committee;

v) Risk Management Committee

vi) Finance Committee

vii) Share T ransfer Committee;

The composition, terms of reference, number of meetings held and business transacted
by the Committees are mentioned in the Report on Corporate Governance which forms
part of this Integrated Annual Report.

Separate Meeting of Independent Directors

As stipulated under Section 149(8) read with Schedule IV of the Act, 2013 and
Regulation 25 of Listing Regulations, 1 (one) separate meeting of Independent Directors
was held on February 13, 2025, to review the performance of the Chairperson (the
Chairperson left the meeting for this particular agenda, as the Chairperson is an
Independent Director), other Non-Independent Directors, various Committees of the
Board and the Board as a whole.

The Independent Directors also reviewed the quality, content and timeliness of the flow
of information from the management to the Board and its committees which is
necessary to perform reasonably and discharge their duties. The meeting was attended
by all the Independent Directors of the Company.

Reconstitution of Committees

During the year under review, and based on the recommendations of the Nomination &
Remuneration Committee, the Board re-constituted various Board Committees at its
meeting held on May 29,2024 and August 13,2024.

The details and composition of the all above Committees of the Board are given in the
report on Corporate Governance, which forms part of this integrated Annual Report.

18. Particulars of Directors and Employees

The table containing names and other particulars of Directors in accordance with the
provision of Section 197(12) of the Act read with Rule 5(i) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as
Annexure C.

The statement containing particulars of employees as required under provision of
Section 197(12) of the Act read with Rule 5(i) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

Further, the report and the accounts are being sent to Members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection.
Any member interested in obtaining a copy of the same may write to the Company
Secretary & Compliance Officer at [email protected] .

19. Transfer of Unpaid/ Unclaimed Dividend and Equity Shares to the Investor
Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rulesâ)
read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of 7 (seven) years from the due date is
required to be transferred by the Company to the Investor Education and Protection
Fund ("IEPFâ), constituted by the Central Government.

Further, according to the IEPF Rules, all the shares in respect of which any dividend
has not been claimed by the Members for 7 (seven) consecutive years or more shall
also be transferred by the Company to the designated Demat Account of the IEPF
Authority ("IEPF Accountâ) within a period of 30 (thirty) days of such shares becoming
due to be transferred to the IEPF Account.

Your Company gives advance notice/intimations to the Members of the Company to
claim their unclaimed dividend and underlying shares.

Transfer of Unpaid/ Unclaimed Dividend to the IEPF :

An amount of Rs. 60,194/- (Rupees Sixty thousand One Hundred and Ninety Four
Only) being amount lying in the Companyâs unpaid/unclaimed Interim Dividend
account, which pertains to financial year 2017-2018, was transferred to the IEPF
Authority on March 11, 2025, details are available on the website of the Company
www.modisonltd.com

Transfer of Equity Shares to the IEPF:

During the year under the review, 1000 Equity Shares of Rs. 1/- each, being Equity
shares in respect of which any dividend has not been claimed by the Members for 7
(Seven) consecutive years or more i.e since financial year 2016-2017, were
transferred by the Company to the designated Demat Account of the IEPF Authority on
April 08, 2024, details for the same are made available on the website of the Company
www.modisonltd.com

Members, whose shares / dividend are transferred to IEPF as stated above, can still
claim the shares/ dividend from the IEPF Authority by submitting an application in Web
Form No. IEPF-5 available on www.iepf.gov.in.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until
the rightful owner claims the shares. The shares held in such Demat account shall not
be transferred or dealt with in any manner whatsoever except for the purpose of
transferring the shares back to the claimant as and when he approaches the Authority.
All benefits except rights issue accruing on such shares e.g. bonus shares, split,
consolidation, fraction shares etc., shall also be credited to such Demat account.

Transfer of Dividend on account of Equity Shares transferred to the fund:

In accordance with the Interim Dividend declared during the year by the Board of
Directors at their meeting held on February 13, 2025, the dividend amounting to Rs.
4,888.50/- (Rupees Four Thousand Eight Hundred Eighty-Eight and Fifty Paise only)
pertaining to the Equity Shares that were transferred to the designated Demat Account
of the Investor Education and Protection Fund (IEPF) Authority, was credited to the
IEPF Fund by the Company on February 27, 2025.

20. Auditors

Statutory Auditors

M/s. M L BHUWANIA AND CO LLP, Chartered Accountants (ICAI Firm Registration
Number 105047W) were appointed as Statutory Auditors of the Company by the
Members at the 39^th Annual General Meeting held on July 06, 2022, to hold office as
Statutory Auditors for a term of 5 (Five) consecutive years, i.e. till the conclusion of 44^thAnnual General Meeting scheduled to be held for the financial year 2026-2027.

The Auditorâs Report on the Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31, 2025, forms part of this Integrated
Annual Report. The said report was issued by the Statutory Auditors with an unmodified
opinion and does not contain any qualifications, reservations, or adverse remarks. The
Auditorâs Report is self-explanatory and, therefore, does not call for any further
comments or explanations.

During the year under review, the Statutory Auditors have not reported any instance of
fraud under Section 143(12) of the Companies Act, 2013.

The Audit Committee reviews the independence and objectivity of the Auditors and the
effectiveness of the Audit process.

The Representative(s) of Statutory Auditors attends the Annual General Meeting of the
Company.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, your Company is required to maintain cost records as
specified by the Central Government. Accordingly, the Company has maintained cost
accounts and records in the prescribed manner. The records maintained by the
Company under Section 148 of the Act are required to be audited by a Cost Accountant.

The Board of Directors of the Company on the recommendation of Nomination &
Remuneration Committee, re-appointed M/s. N. Ritesh & Associates, Cost Accountants,
Mumbai (FRN: R100675) as Cost Auditors of the Company to conduct audit of cost
records of the Company for the financial year 2024-25, subject to the ratification of fees
by the Members at the ensuing Annual General Meeting. Accordingly the Members at
their 41^st Annual General Meeting held on July 30, 2024, rectified the remuneration of

cost Auditors to Rs. 60,000/- (Rupees Sixty i nousana only) plus taxes for tne financial
year 2024-25.

M/s. N. Ritesh & Associates have confirmed that the cost records for the Financial Year
ended March 31, 2025, are free from any disqualifications as specified under Section
141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have
further confirmed their independent status.

They are eligible for re-appointment and the Company has received confirmation from
them to the effect that they are not disqualified from acting as Auditors of the Company.

The Board of Directors at their Meeting held on May 27, 2025, based on the
recommendation of the Audit Committee, approved the appointment of M/s. Ritesh &
Associates, Cost Accountants, Mumbai (FRN: R100675) as the Cost Auditors of the
Company to conduct audit of the cost records of the Company for the financial year
2025-26. A remuneration of Rs. 60,000 (Rupees Six thousand Only) plus applicable
taxes, has been fixed for the Cost Auditors subject to the ratification of such fees by the
Members at the ensuing Annual General Meeting.

Accordingly, the matter relating to the ratification of the remuneration payable to the
Cost Auditors for Financial Year 2025-26 will be placed at the ensuing Annual General
Meeting.

Secretarial Auditors

The Board of Directors at its meeting held on August 13, 2024, on the recommendation
of Audit Committee has re-appointed M/s. Ragini Choksi, Company Secretaries,
Mumbai, as Secretarial Auditors of the Company to conduct the Secretarial Audit for the
Financial Year 2024-2025. The Secretarial Audit Report in Form MR-3 is annexed
herewith as Annexure D to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with
SEBI Circulars issued in this regard, the Company has undertaken an audit for the
Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and
circulars/ guideline issued thereunder.

Further, the wholly-owned subsidiaries of the Company as mentioned above are not
material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit
as mentioned in Regulation 24A of the SEBI Listing Regulations, do not apply to such
subsidiaries.

Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the
recommendation of the Audit Committee, the Board of Directors in their meeting held on
May 27, 2025, approved the appointment of M/s. Ragini Choksi, Company Secretaries
as the Secretarial Auditors to conduct audit of the secretarial records of the Company
for the period of 5 (five) consecutive financial years i.e for financial Year 2025-2026 to
2029-2030 at a remuneration of Rs.70,000/- (Rupees Seventeen Thousand only) plus
applicable taxes, subject to the approval of Members at the ensuing Annual General
Meeting.

Accordingly, the matters relating to the appointment of secretarial Auditors will be placed
at the ensuing Annual General Meeting and the Resolution for the said appointment
forms part of Notice of ensuing Annual General Meeting.

Internal Auditors

The Internal Auditors submitted their report to the Audit Committee on quarterly basis.
Based on the report of Internal Auditor, the management undertook corrective actions in
their respective areas and thereby strengthens the controls. Significant audit
observations and corrective actions thereon were presented to the Audit Committee.

The Board of Directors at their meeting held on February 13, 2025, has re-appointed
M/s. V Singhi & Associates, Chartered Accountants (FRN: 311017E), Mumbai, as the
Internal Auditors of your Company for the Financial Year 2025-2026 to review various
operations of the Company at remuneration of Rs. 800,000/- (Rupees Eight Lakhs only)
plus applicable taxes.

21. Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company for the Financial Year ended March 31, 2025 is available on the
website of the Company www.modisonltd.com

22. Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules
made thereunder, the Company has in place a policy which mandates zero tolerance
against any conduct amounting to sexual harassment of women at workplace.

The Company has constituted Internal Complaints Committee to redress and resolve
any complaints arising under the POSH Act. Training / awareness programs are
conducted to create sensitivity towards ensuring respectable workplace.

The Internal Complaints Committee was re-constituted on November 13, 2024, due to
cessation of Ms. Rita Dilip Bhatia, Independent Director of the Company.

23. Directors'' Responsibility Statement:

Your directors to the best of their knowledge and belief and according to the
information and explanations obtained by them and as required under Section 134(3)
read with Section 134(5) of the Act 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) 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 March 31, 2025 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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; and

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.

24. Disclosure with Respect to Demat Suspense Account / Unclaimed Suspense
Account:

The Company does not have any of its securities lying in Demat / unclaimed suspense
account arising out of public / bonus / right issues as at March 31, 2025. Hence, the
particulars relating to aggregate number of shareholders and the outstanding securities
in suspense account and other related matters does not arise.

25. Vigil Mechanism / Whistle Blower Policy:

Over the years, the Company has earned a strong reputation for conducting its
business with integrity and upholding a zero-tolerance policy towards unethical
practices. This steadfast commitment has fostered a positive work environment and
strengthened trust and credibility among stakeholders.

The Company has adopted Vigil Mechanism / Whistle blower Policy for Directors and
employees in accordance with the provisions of Section 177 of the Act and Regulation
22 of the Listing Regulations to deal with instance of fraud and mismanagement, if any.
It also provides adequate safeguards against victimization of directors or employees or
any other person who avails the mechanism and it provides for direct access to the
Chairman of the Audit Committee in exceptional cases.

We affirm that during the financial year under review, no employee or director was
denied access to the Chairman of the Audit Committee.

The details of the Vigil Mechanism are provided in the report on Corporate Governance
and the policy can be can be accessed at www.modisonltd.com

26. Corporate Social Responsibility

The Company believes that economic value and social value are inherently
interconnected, and remains committed to nurturing an interdependent ecosystem
comprising diverse stakeholders. Recognizing the pivotal role corporates play in driving
social change, Modison has maintained a flexible and responsive approach to its social
and developmental mandate, aligning its efforts with evolving societal challenges.

The Company has constituted a CSR Committee in terms of the requirements of
Section 135 of the Act, 2013 read with the rules made thereunder. Details of the same
is provided in the Corporate Governance Report which forms part of this Annual
Report. The Companyâs CSR Policy is available on the website of the Company and
can be accessed at www.modisonltd.com

The Chief Financial Officer of the Company has certified that CSR funds disbursed for
the projects have been utilised for the purposes and in the manner as approved by the
Board.

The details of the initiatives taken by the Company as per the provisions of Rule 8 of
the Companies (Corporate Social Responsibility) Rules, 2014, as amended are given in
Annexure E, which forms part of this Report.

27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo:

The information relating to Conservation of Energy, Technology Absorption, Foreign
Exchange earnings and outgo is given in Annexure F, which forms part of this Report

28. General

Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions / events on these matters during the
year under review

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ There has been no change in the nature of business of the Company.

â¢ Issue of debentures / bonds / warrants / any other convertible securities.

â¢ Scheme of provision of money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

â¢ There was no instance of one-time settlement of loans / financial assistance taken
from Banks or Financial Institutions, hence the Company was not required to carry
out valuation of its assets for the said purpose.

â¢ No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companyâs operations in
future.

â¢ No material changes and commitments affecting the financial position of the
Company which occurred between the end of the Financial Year of the Company
to which the financial statements related to and date of this report.

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code,
2016.

29. Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors
would also like to express their sincere appreciation for the assistance and co-operation
received from the customers, vendors, banks, government and regulatory authorities,
stock exchanges and members, during the year under review.

For and behalf of Board of Directors of Modison Limited

Girdhari Lal Modi Kumar Jay Modi

Managing Director Jt. Managing Director

DIN: 00027373 DIN: 00059396

Place: Mumbai
Date: May 27, 2025

Mar 31, 2024

The Directors take pleasure in presenting the 41^st Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2024.

1. Financial Highlights:

(Rs. in Lakhs)

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operation & other income	40,523.00	33,620.77	40,525.88	33,621.69
Profit before Finance Cost, Depreciation / Amortisation, Tax & Exceptional items	3,263.31	2,593.30	3,265.34	2,593.78
Less: Finance Cost	282.77	171.28	282.77	171.28
Less: Depreciation / Amortisation	627.90	632.53	627.90	632.53
Profit before Exceptional items and Tax	2,352.64	1,789.49	2,354.67	1,789.97
Exceptional items	559.18	(256.16)	559.18	(256.16)
Profit before tax	2,911.82	1,533.33	2,913.85	1,533.81
Less: Provision for Tax
Current tax	713.00	531.00	713.37	531.07
Less: Tax adjustment of previous year	0.32	5.57	0.32	5.57
Less: Deferred tax	64.17	(120.52)	63.93	(120.52)
Profit after tax	2,134.33	1,117.28	2,136.24	1,117.69
Add: Balance brought forward from the previous year	17,073.93	15,956.65	17,076.60	15,958.91
Profit available for appropriation	19,208.26	17,073.93	19,212.84	17,076.60
Less: Interim Dividend/Final Dividend	486.75	-	486.75	-
Balance carried over to Balance Sheet	18,721.51	17,073.93	18,726.09	17,076.60

2. Operations:

On Standalone basis, the Company has achieved the revenue of ? 40,523.00 Lakhs during the financial year under review as compared to ?. 33,620.77 Lakhs in the previous financial year. The revenue is increase by 20.53% i.e. by ? 6,902.23 Lakhs. The Profit before tax & after exceptional income/expense increased by 89.90% i.e. by ? 1,378.49 Lakhs & Net Profit after tax has increased by 91.03% i.e. by ?1,017.05 Lakhs.

On Consolidated basis, the Company has achieved the revenue of ?40,525.88 Lakhs during the financial year under review as compared to ?.33,621.69 Lakhs in the previous financial year. The revenue is increase by 20.53% i.e. by ?.6,904.19 Lakhs. The Profit before tax & after exceptional income/expense increased by 89.97 % i.e. by 1,380.04 Lakhs & Net Profit after tax has increased by 91.13% i.e. by ?1,018.55 Lakhs

3. Exports:

During the financial year under review, exports (FOB) including export in INR were at ?6,278.57 Lakh as compared to ?5,034.36 Lakh in the previous financial year. The export of the company has increased by 24.71% i.e. by ?1,244.21 Lakhs.

4. Financial Liquidity:

Consolidated cash and cash equivalent as on 31^st March, 2024 stood at ?. 56.88 Lakhs visa-vis ?.47.94 Lakhs in the previous year. The Companyâs working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

5. Change In Nature of Business:

There was no change in the nature of business of the Company during the financial year under review.

6. Reserves:

During the financial year under review, the Company has not transferred any amount to Reserves.

7. Dividend:

The Companyâs overall performance during the financial year was strong and on account of healthy retained earnings and cash position, the Company declared & paid interim dividend @ ? 0.50 per Equity Share having face value of ? 1/- each, being 50% of the paid-up Equity Share Capital of the Company for the financial year ended 31^st March, 2024.

Your directors have pleasure in recommending payment of dividend of ? 2/- (200%) per equity share (previous year ? 1/- (100%) per share) on face value of equity share of ? 1/-each for the financial year 2023-24, will absorb total cash outflow of ? 649.00 Lakh. The dividend if approved will be paid to those members, whose name shall appear on Register of members / List of Beneficiaries as on Tuesday, 23^rd July, 2024.

8. Share Capital of the Company:

There was no change in the Share Capital of the Company during the financial year under review. As on 31^st March 2024, the paid-up equity share capital of your Company stood at ?3,24,50,000/- (Three Crore Twenty Four Lakhs Fifty Thousand only) Divided into 3,24,50,000 Equity Shares of Re. 1/- (Rupee One only) each.

9. 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 June 2022 from Department of Science & Technology Industrial Research, New Delhi. The R & D Division is working for development of new product as well as improvement in existing products. The company continue to invest in R&D towards new product development and capability building.

10. Credit Rating:

Sr.

No.

Name of Rating Agency

Facilities

Amount (in Crore)

Ratings

CARE Rating Limited

Long Term Bank Facility

60.00

CARE A; Stable (Single A; Outlook: Stable)

Short Term Bank Facility

17.50

CARE A1 (A one)

11. Listing:

The Equity Shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the said Stock Exchanges for the financial year under review.

12. Public Deposits:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("Actâ) read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Subsidiary, Associate and Joint Venture Companies:

Modison Contacts Private Limited is the wholly owned subsidiary company of your Company. During the financial year under review, name of Modison Contacts Private Limited has changed to "Modison HV Private Limitedâ w.e.f. 28^th November, 2023.

Also, the Company incorporated one more wholly owned subsidiary company namely Modison Hitech Private Limited on 14^th July, 2023 registered with Registrar of Companies, Mumbai, Maharashtra.

As on 31^st March, 2024, the Company has two wholly owned subsidiary companies namely, Modison HV Private Limited and Modison Hitech Private Limited. None of the subsidiary companies is material subsidiary within the meaning of âmaterial subsidiaryâ as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ). The Company had no joint venture or associate company during the financial year under review.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of "Modison HV Private Limitedâ and "Modison Hitech Private Limitedâ in Form AOC - 1 is annexed as Annexure - I and forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements of the said subsidiaries are available on the website of the Company viz. https://www.modisonltd.com/

14. Consolidated Financial Statements:

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing Regulations, the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its subsidiary companies namely "Modison HV Private Limitedâ and "Modison Hitech Private Limitedâ with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("Ind-ASâ).

The Consolidated Financial Statements along with the Independent Auditorsâ Report thereon is annexed and form part of this Report. The summarized consolidated financial position is provided above in point no. 1 of this Report.

15. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

The details of loans or guarantees given and investments made by the Company falling under Section 186 of the Companies Act, 2013 are given under Notes to Accounts on the Financial Statements.

16. Annual Return:

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31^st March, 2024 will be placed on the Companyâs website and can be accessed at https://www.modisonltd.com/.

17. Material changes and commitments affecting financial position between the end of the financial year and date of the report:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and upto the date of this report.

18. Details of significant and material Orders passed by the regulators or Courts or tribunals impacting the Going concern status and company''s Operations in future:

There was no significant or material order passed by any Regulator or Court or Tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in the future.

19. Directors and key managerial personnel:

As on 31^st March, 2024, the Board comprised of seven directors including one independent women director. The Board has an optimum combination of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Act and the Listing Regulations and is also aligned with the best practices of Corporate Governance.

a. Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Kumar Jay Modi (DIN: 00059396), Director of the Company, retires by rotation at the

ensuing 41^st Annual General Meeting ("AGMâ) of the Company and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

b. Appointment and re-appointment:

Mr. Raj Kumar Modi (DIN: 00027449, who retried by rotation at previous 40^th AGM held on 25^th July, 2023, was reappointed as director of the Company in terms of provisions of Section 152(6) of the Act.

Mr. Vijay Kumar Modi (DIN: 10042572) was appointed as Executive - Whole Time Director of the Company for a period of three years w.e.f. 1^st June, 2023 and Changed designation of Mr. Kumar Jay Modi from Whole Time Director to Joint Managing Director of the Company w.e.f. 25^th May, 2023. The shareholders of the Company have approved their appointment by passing necessary resolutions in 40^th AGM of the Company held on 25^th July, 2023.

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the Listing Regulations, the Board of Directors of the Company appointed Ms. Reema Solanki as Company Secretary and Compliance Officer of the Company w.e.f. 13^th February, 2024.

Brief resume of directors proposed to be re-appointed / remuneration to be approved as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 (SS2) issued by the Institute of Company Secretaries of India (ICSI), are provided in Notice of 41^st Annual General Meeting of the Company.

c. Cessation:

Mr. Vijay Kumar Modi, Whole Time Director of the Company resigned from the directorship of the Company w.e.f. 10^th January, 2024, due to some personal reason. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as director of the Company.

Second term of Mr. Ramavtar Goenka as an Independent Director of the Company has been completed w.e.f. closing working hours of 31^st March, 2024. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as director of the Company.

Ms. Manika Arora, Company Secretary and Compliance Officer of the Company resigned from the services of the Company w.e.f. closing working hours of 28^th November, 2023. The Board places on record its sincere appreciation for her hard work during her tenure as Company Secretary of the Company.

d. Declaration from Independent Directors:

The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to provisions of Regulation 25(8) of the Listing Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Section 150 of the Act and Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandated the inclusion of an Independent Director''s name in the data bank of Indian Institute of Corporate Affairs s (âIICAâ) till they continue to hold the office of an Independent Director and they meet the criteria of exemption to undertake online proficiency self-assessment test conducted by the said Institute.

None of the directors of your Company are disqualified under provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations.

In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience (including the proficiency) and are independent of the management.

e. Evaluation of the Boardâs Performance:

Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors of the Company has devised a policy for performance evaluation of the Chairman, Board, Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of the Board, its committees and Individual Directors of the Company.

For annual performance evaluation of the Board as a whole, its Committees and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. The questionnaires are prepared considering the business of the Company. The performance of each committee was evaluated by the Board, based on report on evaluation received from respective Board committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board. The Board was satisfied with the evaluation results.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

a. Attendance and contribution at Board and committee meetings and application of his / her expertise, leadership qualities and knowledge to give overall strategic direction for enhancing the shareholdersâ value.

b. Review of risk assessment and risk mitigation.

c. His / her ability to monitor the performance of the management and satisfy himself / herself with integrity of the financial controls and systems in place, etc.

d. Review of financial statements, business performance and contribution to enhance the brand image of the Company.

During the financial year under review, a separate meeting of the Independent Directors of the Company was held on 13^th February, 2024 for evaluation of performance of nonindependent directors and the Board as a whole.

f. Key Managerial Personnel (KMP):

The details of Key Managerial Personnel of the Company as on 31^st March, 2024 are as follows:

Sr. No.	Name of KMP	Designation
1.	Girdhari Lal Modi	Managing Director
2.	Mr. Raj Kumar Modi	Joint Managing Director
3.	Mr. Kumar Jay Modi	Joint Managing Director
4.	Mr. Murlidhar Narayan Nikam	Chief Executive Officer
5.	Mr. Ramesh Kothari	Chief Financial Officer
6.	Ms. Reema Solanki	Company Secretary & Compliance Officer

20. Meeting of the Board:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other business. A tentative annual calendar of the Board and Committee meetings is informed to the directors in advance to facilitate them to plan their schedule accordingly and to ensure meaningful participation in the meetings. However, in case of special or urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors. The notice of meetings of the Board of Directors and Committees are given well in advance to all the directors of the Company.

During the financial year under review, the Board of Directors met 5 (five) times, the details of which are given in the report on Corporate Governance, forming part of this report. The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

21. Directors'' Responsibility Statement:

Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) read with Section 134(5) of the Act state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. 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 31^st March, 2024 and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. 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; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Committees of The Board:

The Company has the following six (6) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Stakeholders'' Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee;

e. Risk Management Committee; and

f. Finance Committee

Details of the said Committees along with their charter, composition and meetings held during the financial year under review are provided in the report on Corporate Governance, forming part of this report.

23. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. As on 31^st March, 2024, the Committee comprised of three members viz. Mr. Ashok Jatia, Jayant Govindrao Kulkarni and Mr. Raj Kumar Modi. Mr. Ashok Jatia, Non-Executive Independent Directors of the Company is Chairman of the Committee and the Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

The Audit Committee was reconstituted during the financial year under review. Details of reconstitution and other details with respect to Audit Committee are given in Report of Corporate Governance, forming part of this Report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process and vigil mechanism. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

24. Board Diversity:

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides organizationâs approach to Board Diversity.

Your Company believes that Board diversity basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, culture, industry experience, qualification and skill set will bring in different perspectives and help the organization grow.

25. Investor Education And Protection Fund (IEPF):

Pursuant to the provisions of Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid / unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the

said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year 2023-24, the Company transferred 21 Equity Shares to the demat account of the IEPF Authority as required under the IEPF Rules for the dividend remained unclaimed / unpaid for seven consecutive years or more.

In terms of the provisions of Section 125 of the Companies Act, 2013 and the said Rules, during the financial year 2023-24, an amount of ?73,912/- being remained Unpaid / Unclaimed Dividend for the Financial Year 2015 - 2016 and an amount of ? 68,208/- being remained Unpaid / Unclaimed Interim Dividend for the Financial Year 2016 - 2017 was transferred to the IEPF Authority.

Further, the unpaid / unclaimed dividend amount lying with the Company for financial year 2017-18 is due for transfer to the IEPF in the month of March, 2025. The details of the same are available on the Companyâs website viz. https://www.modisonltd.com/.

26. Disclosure with Respect to Demat Suspense Account / Unclaimed Suspense Account:

The Company does not have any of its securities lying in Demat / unclaimed suspense account arising out of public / bonus / right issues as at 31^st March, 2024. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

27. Vigil Mechanism / Whistle Blower Policy:

The Company has adopted Vigil Mechanism / Whistle blower Policy for Directors and employees in accordance with the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instance of fraud and mismanagement, if any. It also provides adequate safeguards against victimization of directors or employees or any other person who avails the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases.

We affirm that during the financial year under review, no employee or director was denied access to the Chairman of the Audit Committee.

The details of the Vigil Mechanism are provided in the report on Corporate Governance and also posted on the website of the Company at https://www.modisonltd.com/investors/modison-detail-of-establishment-of-vigil-mechanism--whistle-blower-policy

28. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to providing a safe and conducive work environment to all its employees and associates. Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace. The Companyâs process ensures complete anonymity and confidentiality of information. There was no complaint of sexual harassment received during the financial year 2023- 24.

29. Particulars of Employees and Remuneration:

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as Annexure - II and forms part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure. Further in terms of Section 136 of the Act, this report and the Financial Statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company and the same will be furnished on request.

30. Remuneration policy:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of the Nomination & Remuneration Committee, the Board of Directors have adopted a policy for selection and appointment of Directors, Key Managerial Personnel (âKMPsâ), Senior Management Personnel (âSMPsâ) and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy has been placed on the website of the Company viz. https://www.modisonltd.com/investors/modison-company-code-and-policies.

31. Statutory Auditors:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 39^th AGM held on 6^th July, 2022, appointed M/s. M L Bhuwania and Co LLP, Chartered Accountants, Mumbai (FRN: 101484W) as Statutory Auditors of the Company for a term of 5 (five) consecutive years, and accordingly they will hold office as such till the conclusion of the 44^th AGM of the Company to be held for the financial year ending 31^st March, 2027.

M/s. M L Bhuwania and Co LLP, Chartered Accountants, have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

32. Cost Auditors:

As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company re-appointed M/s N. Ritesh & Associates, Cost Accountants, Mumbai (FRN: R100675) as Cost Auditors of the Company to conduct audit of cost records pertaining to Engineering machinery (including Electrical & Electronic products) of the Company for the financial year 2024-25, at a remuneration of ?60,000/- (Rupees Sixty Thousand only) plus taxes, subject to ratification of remuneration by the members of the Company in their general meeting.

A resolution seeking ratification of the remuneration payable to the said Cost Auditors for the financial year 2024-25 by the members is provided in the Notice of the ensuing 41^st AGM of the Company.

33. Cost Records:

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

34. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries, Mumbai (C.P. No.: 1436) to undertake Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is appended as Annexure - III and forms part of this Report.

35. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. V Singhi & Associates, Chartered Accountant, Mumbai as Internal Auditor of the Company for the financial year 2024- 25. Internal Auditor submits their report to the Audit Committee on quarterly basis. Based on the report of Internal Auditor, the management undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

36. Remarks on qualification by Statutory Auditors and Secretarial Auditors:

The Statutory Auditors'' reports on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2024 forms part of this report. The Statutory Auditors have not made any qualifications, observations or adverse remarks or disclaimer on the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2024.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report for the financial year 2023-24 and the same is annexed to this report as Annexure - III and forms part of this report.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

37. Internal Financial Control:

The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. You Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the highest standard in Internal Financial Control.

38. Risks and areas of Concern:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

39. Management Discussion & Analysis and Corporate Governance Report:

Pursuant to the provisions of Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following have been made part of and attached to this Annual Report:

a. Management Discussion and Analysis Report;

b. Report on Corporate Governance;

c. Declaration on compliance with Code of Conduct;

d. Auditorsâ certificate regarding compliance with conditions of Corporate Governance; and

e. Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies.

40. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013:

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee and Board for review and approval.

All the transactions with related parties entered into during the financial year under review were in ordinary course of business on armâs length basis. The details of the material related-party transactions entered into during the financial year as per the policy on RPTs approved by the Board have been reported in Form AOC 2, which is given in Annexure IV to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted the policy on Related Party Transactions and the same is available on the Companyâs website at https://www.modisonltd.com/investors/modison-policy-on-dealing-with-related-party-transactions and your Company has filed the reports on related party transactions with the Stock Exchanges.

41. Corporate Social Responsibility:

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed policy on Corporate Social Responsibility. Policy on CSR is available on the Companyâs website at https://www.modisonltd.com/uploads/investor-relations/csr-policy-06082021-335.pdf. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of the initiatives taken by the Company as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended are given in Annexure V, which forms part of this Report.

42. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure VI, which forms part of this Report.

43. Compliance With Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

44. Details of proceedings under the Insolvency and Bankruptcy Code, 2016:

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor was any such proceeding pending at the end of the financial year under review.

45. Valuation Of Assets:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose

46. Green Initiatives:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 41^st Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

47. Acknowledgements and Appreciation:

The Directors express their deep sense of gratitude to the Central and State Government Ministries and departments, shareholders, customers, business associates, bankers, employees, trade unions and all other stakeholders for their support and look forward to their continued assistance in future.

Mar 31, 2018

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

FINANCIAL RESULTS (Rupees in Lakhs)

	2017-18	2016-17
Revenue from operation & other income (Net of Excise Duty)	20,267.38	19,131.85
Gross Profit before Finance Cost & Depreciation/Amortisation	3,164.28	3,117.08
Less: Finance Cost	185.45	269.39
Less: Depreciation / Amortisation	628.16	639.76
Profit before Exceptional items	2,045.20	2,257.48
Exceptional items	305.46	(49.55)
Profit before taxation	2,350.66	2,207.93
Less: Provision for Taxation Current tax	846.10	790.00
Less: Taxation adjustment of previous year	3.01	12.03
Less: Deferred tax	(138.77)	(20.05)
Profit after taxation	1,640.32	1,425.95
Add: Balance brought forward from the previous year	9,805.34	8,769.91
Profit available for appropriation	11,445.66	10,195.86
Add: Transfer from Revaluation Reserve	0.24	0.04
Less: Interim Dividend	324.50	324.50
Less: Corporate Dividend Tax on Interim Dividend	66.06	66.06
Balance carried over to Balance Sheet	11,055.34	9,805.34

DIVIDEND

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

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

TRANSFER TO RESERVES

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

OPERATIONS

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

EXPORTS

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

SHARE CAPITAL

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

RESEARCH AND DEVELOPMENT

A state-of-the-art recognized R & D Division set up by the Company in Financial Year 2002-2003 got renewed in April, 2016 from Department of Science & Technology Industrial Research, New Delhi. The R & D Division is working for development of new product as well as improvement in existing products. The company continue to invest in R&D towards new product development and capability building

PUBLIC DEPOSITS

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

LOANS, GUARANTEES AND INVESTMENTS

No loan was given during the year.

CHANGE IN NATURE OF BUSINESS

There being no change in the nature of business of the Company during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

EXTRACT OF ANNUAL RETURN

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

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. G.L. Modi, Mr. Suresh Mody and Mr. R.A. Goenka as the members. Mr. G.L. Modi is the Chairman of the Committee.

The details of the various projects and programs which can be undertaken by the Company as a part of its CSR policy framework is available on the companyâs website. The web-link is http://www.modison.com/pdf/Modison-Metals-Ltd-CSR-Policy.pdf.

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

DIRECTORS

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of the performance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Director was carried out by the entire Board except concerned Independent Directors. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

A familiarization program for independent directors as approved by the Board and details for the same is available on the Companyâs website. The weblink is

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

BOARD MEETINGS :

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

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

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

COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

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

PARTICULARS OF EMPLOYEES

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

AUDITORS

i) Statutory Auditors

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

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

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

ii) Cost Auditors

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

iii) Secretarial Auditor

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

MATERIAL CHANGES & COMMITMENTS

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

SUBSIDIARY

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

CORPORATE GOVERNANCE

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that:

i) in the preparation of the annual accounts, the applicable IndAs accounting standards has been followed along with proper explanation relating to material departures, if any;

ii) appropriate accounting policies have been selected and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit and loss of the Company for the said period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) the annual accounts have been prepared on a going concern basis;

v) the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

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

RISK MANAGEMENT

The Company is exposed to the risk of price fluctuation of silver (raw material). The Company proactively manages this risk through hedging, inventory management. The Companyâs reputation for quality with robust marketing existence mitigates the impact of price risk on finished goods.

Also, the Company is exposed to Strategic Risk, Allocation of funds for CAPEX, Operational Risks, Regulatory and environmental non-compliances. The Company copes these risks by developing alternate plans, framing various policies, initiatives, guidelines, using automated systems.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The Companyâs approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

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

STOCK EXCHANGE

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

G.L. MODI SURESH MODY

Mumbai, 23^rd May, 2018 Managing Director Director

Mar 31, 2016

The Members of Modison Metals Limited

The Directors have pleasure in presenting before you the Thirty Third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS (Rupees in Lakhs)

	2015-16	2014-15
Revenue from operation & other income	16,921.05	17,181.33
Gross Profit before Finance Cost & Depreciation/Amortization	2,690.79	1,674.63
Less: Finance Cost	334.76	347.39
Less: Depreciation / Amortization	637.36	662.70
Profit before Exceptional items	1,718.67	664.54
Exceptional items	-	-
Profit before taxation	1,718.67	664.54
Less: Provision for Taxation	626.50
Current tax		217.50
Less: Taxation adjustment of previous year	(14.47)	0.36
Less: Deferred tax	18.23	(13.62)
Profit after taxation	1,088.41	460.30
Add: Balance brought forward from the previous year	8,069.25	7,901.87
Profit available for appropriation	9,157.66	8,362.17
Interim & Proposed Dividend	324.50	243.38
Corporate Dividend Tax on Interim & Proposed Dividend	66.06	49.54
Transfer to General Reserve	-	-
Balance carried over to Balance Sheet	8,767.10	8,069.25

Your Directors do not recommend any final dividend for the financial year ended on 31 March 2016 & decided that the interim dividend which is already declared & paid is the final dividend.

The Board of Directors in March 2016 has declared and paid the interim dividend of Re.1/- per Equity share of Re.1 each for the Financial Year ended 31 March, 2016.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the Financial Year ended 31^st March 2016. OPERATIONS :

During the year under review, the Company has achieved the turnover of Rs.16,921.05 Lakhs as compared to Rs.17,181.33 Lakhs during previous year. The turnover reduced by 1.51% i.e; by Rs.260.28 Lakhs, Profit before tax increased by 158.63% i.e; by Rs.1,054.13 Lakhs & Net Profit after tax increased by 136.46 % i.e; by Rs. 628.12 Lakhs.

Earnings per share for the year 2015-16 is Rs.3.35. Book value now stands at Rs.32.04 per equity share of Re.1 each.

EXPORTS:

The Exports (FOB) including export in INR during the year amounts to Rs.2,553.98 Lakhs as against Rs.2,504.82 Lakhs achieved in the previous year. The export increased by 1.96% & i.e; Rs. 49.16 Lakhs.

SHARE CAPITAL:

The paid up equity capital as on 31 March 2016 stood at Rs. 3,24,50,000. During the year under review, the Company has not issued equity share with differential voting rights, sweat equity shares, employeeâs 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.

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:

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 Annual Return in form MGT 9 is annexed herewith as Annexure II. CORPORATE SOCIAL RESPONSIBILITY :

As part of its initiatives under âCorporate Social Responsibilityâ (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. 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. Kumar Jay Modi and Mr. B.B.Singh, 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. Ashok Jatia and Mr. Rakesh Singh were appointed as an Additional Director of the Company with effect from 2^nd November, 2015 under Section 161 (1) of the Act. Mr. Ashok Jatia and Mr.Rakesh Singh hold office up to the date of forthcoming Annual General Meeting and to be regularized in the ensuing Annual General Meeting.

Your Directors state that Mr. Ashok Jatia, Director of the Company vides his letter dated 2^nd November, 2015 informed that consequent upon the requirements of the Companies Act, 2013, he had met the criteria prescribed in Section 149 (6) of the said Act. Accordingly, Mr. Ashok Jatia is to be confirmed as an Independent Director in the ensuing Annual General Meeting.

Also, Mr. Rakesh Singh is to be confirmed as a Whole time Director in the ensuing Annual General Meeting.

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 :

Ms. Deepashree Makarand Dadkar is appointed as Company Secretary w.e.f. 01.04.2015.

DECLARATION FROM INDEPENDENT DIRECTORS :

ANNUAL PERFORMANCE EVALUATION :

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

A familiarization program for independent directors as approved by the Board and details for the same is available on the Companyâs website. The web link is http://www.modison.com/pdf/financial/Familiarization-Program-for-Independent-Directors-MML.pdf

BOARD MEETINGS :

The Board of Directors duly met 5 times during the financial year from 1 April, 2015 to 31 March, 2016. The dates on which the meetings were held are as follows:

27^th May, 2015, 10^th August, 2015, 2^th November, 2015, 3^rd February, 2016 and 9^th March,2016.

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.

COMPANYâS 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 Companyâs website.

PARTICULARS OF EMPLOYEES:

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 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 the cost records of your Company for the year ended 31st March, 2017 by the Board of Directors.

iii) Secretarial Audit :

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Ragini Chokshi & Co, Practicing Company Secretaries, Mumbai, in accordance with provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditorâs 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:

Last Year, your company has 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 Companyâs website and the web link is http://www.modison.com/pdf/financial/Material-Subsidiaries-Policy-MML.pdf. The subsidiary company has recorded a loss of Rs.23,404/- during the Financial Year 2015-16. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary is annexed as Annexure IV. In accordance with Section 136 of the Companies Act,2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of subsidiary is available on our website www.modison.com.

CORPORATE GOVERNANCE

DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable 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 31 March, 2016 and of the profit and loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

RISK MANAGEMENT

The Company has a robust Business 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 Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

WHISTLE BLOWER/ VIGIL MECHANISM POLICY

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

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

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

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited. The Company confirms that it has paid the Annual Listing Fees for the year 2015-16.

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

Mr. Ajay Jain, Chartered Accountant is the Internal Auditor of the Company.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Mumbai, 26 May 2016 G.L MODI

Managing Director

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.

DIRECTORSÂ 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 AUDITORÂS 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 -ÃÂ¦

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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