Directors Report of Modern Steels Ltd.

Mar 31, 2025

Your Directors hereby present their 51^st Annual Report
and Audited Accounts of the Company for the year ended
31^st March, 2025.

FINANCIAL SUMMARY

As the Members are aware that, the manufacturing
business of the Company had been sold. The Company
is working on the future course of business.

DIVIDEND

The Company has not recommended any dividend for
the year under review.

DEPOSITS

The Company has neither accepted nor invited any
deposit from the public and hence directives issued by
Reserve Bank of India and the provisions of Chapter
V (Acceptance of deposits by Companies) of the
Companies Act, 2013 and rules framed there under are
not applicable for the year under review.

TRANSFER TO RESERVES

Considering the financial position of the Company, no
amount has been transferred to the General Reserves of
the Company during Financial Year 2024-25.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company do not have any Subsidiary, Joint Ventures
or Associate Companies as on date

SHARE CAPITAL

The paid up equity share capital is Rs. 14,40,00,000/-
divided into 1,44,00,000 equity shares of Rs. 10/- each
and there was no change in capital structure of Company
during the financial year 2024-25.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and
Management Discussions & Analysis is attached
herewith and forms part of this report.

DIRECTORS

In pursuance of Section 152 of the Companies Act, 2013,
at-least two-third of the Directors (excluding Independent
Directors) shall be subject to retirement by rotation. One-
third of such Directors must retire from office at each
AGM and a retiring director is eligible for re-appointment.

Accordingly, Mr. Krishan Kumar Goyal, Chairman &
Managing Director, (DIN: 00482035), shall retire by
rotation at the ensuing Annual General Meeting, and being
eligible, offers himself for re-appointment. In view of his
considerable experience and expertise, Directors of your
Company recommends his reappointment as Director of
Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51), 203 ofthe
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
Mr. Krishan Kumar Goyal (Chairman & Managing Director),
Mr. Suresh Kumar Puri (Chief Financial Officer) and Ms.
Deepa (Company Secretary & Compliance Officer) are the
Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from
each Independent Director in accordance with Section
149(7) of the Companies Act, 2013 read with the rules
made thereunder and Regulation 25 (8) of the SEBI (Listing
Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, that they meet the criteria of
independence as laid out in Sub-section (6) of Section 149
of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Board of your Company formed an opinion that the
Independent Directors of our Company are maintaining
highest standard of integrity and possessing expertise,
requisite qualifications and relevant experience for
performing their role as an Independent Directors.

BOARD DIVERSITY AND REMUNERATION POLICY

In accordance with Para A of Part D and Regulation
19 of Listing Regulations, the Board has framed
Nomination & Remuneration Policy for appointment and
remuneration of Directors, Key Managerial Personnel
and Senior Management Employees, which includes the
criteria for determining qualification, positive attributes,
independence of a Director and other matters provided
under sub-section 3 of section 178 of the Companies
Act, 2013. As on 31^st March, 2025, the Board consists of
four Directors out of which one is Executive Director, and
three are Independent Directors.

The Board periodically evaluates the need for change in
its composition and size.

We affirm that the remuneration paid to the Directors
is as per the terms approved by the Nomination and
Remuneration Committee of the Company.

With reference to the provisions of Section 136(1) of the
Companies Act, 2013, information required under Section
197(2) read with rule 5(1) not forms part of this report. Since,
no employees are employed who draws remuneration
pursuant to the provision of 197(2) read with rule 5(2).

BOARD MEETINGS

During the year under review, Four Board Meetings were
convened and held, the details of which are given in the
Corporate Governance Report forming part of this Report.

ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Companies Act,
2013 read with rules made thereunder, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors carried out the performance
evaluation of the Board as a whole, its Committees and
individual directors. Led by the Nomination & Remuneration
Committee (‘NRC''), the evaluation was carried out using
individual questionnaires covering composition of Board,
conduct as per Company values & beliefs, contribution
towards development of strategy & business plan, risk
management, receipt of regular inputs and information,
codes & policies for strengthening governance, functioning,
performance & structure of Board Committees, skill
set, knowledge & expertise of Directors, preparation &
contribution at Board meetings, leadership etc.

As part of the evaluation process, the performance
of Non Independent Directors, the Chairman and the
Board was conducted by the Independent Directors. The
performance evaluation of the respective Committees and
that of Independent and Non Independent Directors was
done by the Board excluding the Director being evaluated.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the
Company with Related Parties have been done
at arm''s length and are in the ordinary course of
business. Related Party disclosures as per IND AS-24
have been provided in the Notes to the Financial
Statements. Further, no material related party
transactions held during the financial year 2024-25.

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

Since, the Company had no manufacturing operations
during the current financial year 2024-25, the information
on conservation of energy, technology absorption and

foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is not
applicable on Company for the year under review.

RISK MANAGEMENT

The Company recognizes that risk is an integral and
unavoidable component of business and is committed
to managing the risk in a proactive and efficient manner.
The Company has formulated Risk Management Policy
to identify and then manage threats/risks that could have
impact on the goals and objectives of the Company.

The Audit Committee of the Company periodically
reviews and evaluates the adequacy of risk management
systems, keeps an eye on execution of risk management
plan of the Company and advises management on
strengthening mitigating measures wherever required.
The actual identification, assessment and mitigation of
risks is however done by the executives of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of
ethical, moral and legal business conduct. Accordingly,
the Board of Directors have formulated Vigil Mechanism/
Whistle Blower Policy which provides a robust framework
for dealing with genuine concerns & grievances of
Employees, Directors and Senior Executives.

Specifically, employees can raise concerns regarding any
discrimination, harassment, victimization, any other unfair
practice being adopted against them or any instances of
fraud by or against your Company. During financial year
2024-25, no complaints were received.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has aligned its current systems of internal
financial control with the requirement of Companies Act,
2013.

The management assessed the effectiveness of the
Company''s internal control over financial reporting (as
defined in Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015) as of 31^st
March, 2025. The assessment involved self- review and
external audit.

Modern Steels Limited''s internal controls are
commensurate with its size and nature of its operations.
These have been designed to provide reasonable
assurance with regard to recording and providing reliable
financial and operational information, complying with
applicable statutes, safeguarding assets from unauthorized

use, executing transactions with proper authorisation and
ensuring compliance of corporate policies.

M/s A P T & Co. LLP, the Statutory Auditors of Modern
Steels Limited have audited the financial statements
including in this annual report and has issued an attestation
report on our internal control over financial reporting (as
defined in Section 143 of Companies Act, 2013).

The Audit Committee reviews reports submitted by the
management and audit reports submitted by internal
auditors and statutory auditors. Suggestions for
improvement are considered and the audit committee
follows up on corrective action.

Based on its evaluations (as defined in Section 177 of
Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015), the Audit Committee has concluded that, as of 31^st
March, 2025, the internal financial controls were adequate
and operating effectively.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has the following Three- Board Level
Committees established by the Board in compliance
with the requirements of the business and relevant
provisions of applicable laws and statutes:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

The details regarding composition, terms of reference,
number of meetings held, etc. of the above Committees
are included in the Report of Corporate Governance,
which forms parts of the Annual Report. There has
been no instance where the board has not accepted
recommendation of Audit Committee, Nomination &
remuneration Committee and Stakeholders Relationship
Committee. Further, the provisions of Companies Act
mandating constitution of Risk Management Committee
are not yet applicable to the Company.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3), Section 134(3)
(a) and Rule 12 of the Companies (Management
and Administration) Rules, 2014 the extract of the
annual return is available on the website of Company
www.modernsteels.com.

AUDITORS
Statutory Auditors

M/s. APT & Co. LLP, Chartered Accountants, (Registration
No. 014621C/N500088), were re-appointed for their second

term as Statutory Auditors of the Company at the last Annual
General Meeting held on 27^th September, 2024 for a period
of two years till the conclusion of the Annual General Meeting
to be held in the year 2026 at a remuneration mutually
agreed between the Board of Directors of the Company and
the Statutory Auditors.

Secretarial Auditors

The Board of Directors pursuant to Section 204 and
the rules framed thereunder and subject to approval of
Shareholders approved appointment of M/s. Sanger &
Associates, Company Secretaries (Sole Proprietorship)
as Secretarial Auditor of Company for a period of three
(3) years to hold office from this ensuing Annual General
Meeting till the conclusion of the Annual General Meeting
to be held in the year 2028 at a remuneration and on such
terms as mutually agreed between the Board of Directors
of the Company and the Secretarial Auditor.

AUDITOR’S REPORT
Statutory Auditors’ Report

The Statutory Auditors of the Company M/s. APT &
Co. LLP, Chartered Accountants, have submitted the
Auditor''s Report on standalone financial statements for
the period ended March 31,2025 which do not contain
any qualification, reservation or adverse remark or
disclaimer. The notes to the accounts referred to in the
auditors'' report are self-explanatory and therefore, do
not call for any further comments. The Auditors have
also not reported any matter under section 143(12) of
the Companies Act, 2013.

Secretarial Auditors’ Report

The Secretarial Auditor M/s. Sanger & Associates,
Company Secretaries has submitted the Secretarial
Audit Report for the Financial Year 2024-25 in Form No.
MR-3 and forming part of this Directors Report annexed
as “Annexure-1”.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of Loans, Guarantees and Investments
covered under Section 186 of the Companies Act, 2013
for Financial Year 2024-25 forms part of the notes to
the financial statements provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments
occurring after 31^st March, 2025 till the date of this report,
which may affect the financial position of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions regarding Corporate Social Responsibility
(“CSR”) as enumerated under section 135 of the Companies
Act 2013 were not applicable to the Company for the period
under review.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of
Sexual Harassment at workplace. This policy is in line
with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees are covered under
this Policy.

As per the said Policy, an Internal Complaints Committee
is also in place to redress complaints received regarding
sexual harassment. No complaints were received during
financial year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is compliant with the applicable Secretarial
Standards (SS) viz. SS-1 & SS-2 on Meetings of the
Board of Directors and General Meetings respectively.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(3)(c) of
the Companies Act, 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year
ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the profit of
the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the

Company and for preventing and detecting fraud and
other irregularities;

iv) t he Directors have prepared the annual accounts
for the year ended 31^st March, 2025, on a ‘going
concern'' basis;

v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively;

vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

APPRECIATION

The Directors also wish to place on record its appreciation
for the commitment displayed by all employees at all
levels during the year.

The Directors also take this opportunity to express
its deep gratitude for the continued co-operation and
support received from its valued stakeholders.

By order of the Board of Directors
For Modern Steels Limited

Krishan Kumar Goyal
Chairman and Managing Director
Place: Chandigarh DIN: 00482035

Dated: 27^th May, 2025

MANAGEMENT DISCUSSIONS AND ANALYSIS
REPORT

As the Members are aware that, the manufacturing
business of the Company had been sold. The Company is
working out on the future course of business.

By order of the Board of Directors
For Modern Steels Limited

Krishan Kumar Goyal
Chairman and Managing Director
Place: Chandigarh DIN: 00482035

Dated: 27^th May, 2025

---

Mar 31, 2024

Your Directors hereby present their 50^th Annual Report
and Audited Accounts of the Company for the year
ended 31^st March, 2024.

FINANCIAL SUMMARY

As the Members are aware that, the manufacturing
business of the Company had been sold. The
Company is working on the future course of business.
DIVIDEND

The Company has not recommended any dividend for
the year under review.

DEPOSITS

The Company has neither accepted nor invited any
deposit from the public and hence directives issued
by Reserve Bank of India and the provisions of
Chapter V (Acceptance of deposits by Companies)
of the Companies Act, 2013 and rules framed there
under are not applicable for the year under review.

TRANSFER TO RESERVES

Considering the financial position of the Company, no
amount has been transferred to the General Reserves
of the Company during Financial Year 2023-24.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company do not have any Subsidiary, Joint
Ventures or Associate Companies as on date

SHARE CAPITAL

The paid up equity share capital is Rs. 14,40,00,000/-
divided into 1,44,00,000 equity shares of Rs. 10/-
each and there was no change in capital structure of
Company during the financial year 2023-24.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and
Management Discussions & Analysis is attached
herewith and forms part of this report.

DIRECTORS

In pursuance of Section 152 of the Companies Act,
2013, at-least two-third of the Directors (excluding
Independent Directors) shall be subject to retirement
by rotation. One-third of such Directors must retire from

office at each AGM and a retiring director is eligible for
re-appointment. Accordingly, Mr. Krishan Kumar Goyal,
Chairman & Managing Director, (DIN: 00482035),
shall retire by rotation at the ensuing Annual General
Meeting, and being eligible, offers himself for re¬
appointment. In view of his considerable experience
and expertise, Directors of your Company recommends
his reappointment as Director of Company.

Pursuant to the provisions of Section 149 and 152
of the Companies Act, 2013, Prof. Avtar Krishan
Vashisht (DIN: 03323142) was appointed as an
Independent Director of the Company w.e.f 30th
December, 2021 for a period of three years till the
conclusion of Annual General Meeting to be held in
the year 2024 and is to be further reappointed for a
second term of three consecutive years commencing
from this Annual General Meeting till the conclusion
of Annual General Meeting to be held in year 2027 in
terms of the provisions of Companies Act, 2013.

Pursuant to the provisions of Section 149 and 152 of
the Companies Act, 2013, Prof. Satish Kumar Kapoor
(DIN: 00009122) was reappointed for a second term
of three consecutive years commencing from 49^th
Annual General Meeting till the conclusion of Annual
General Meeting to be held in year 2026 in terms of
the provisions of Companies Act, 2013.

Pursuant to provisions of Section 161,152 and Section
149 of the Companies Act, 2013, Mrs. Anupama
Sharma was appointed as Non-Executive Independent
Director on 11^th August, 2023 as an Additional
(Independent) Director who was further regularized by
the Shareholders in the 49^th Annual General Meeting
held in preceding Financial Year as an Independent
Director to hold office for a period of three Years up to
the conclusion of AGM to be held in 2026.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51),
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Krishan Kumar Goyal
(Chairman & Managing Director), Mr. Suresh Kumar
Puri (Chief Financial Officer) and Ms. Deepa (Company
Secretary & Compliance Officer) are the Key Managerial
Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration
from each Independent Director in accordance with

Section 149(7) of the Companies Act, 2013 read
with the rules made thereunder and Regulation 25
(8) of the SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, that
they meet the criteria of independence as laid out in
Sub-section (6) of Section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board of your Company formed an opinion that the
Independent Directors of our Company are maintaining
highest standard of integrity and possessing expertise,
requisite qualifications and relevant experience for
performing their role as an Independent Directors.

BOARD DIVERSITY AND REMUNERATION POLICY

In accordance with Para A of Part D and Regulation
19 of Listing Regulations, the Board has framed
Nomination & Remuneration Policy for appointment and
remuneration of Directors, Key Managerial Personnel
and Senior Management Employees, which includes the
criteria for determining qualification, positive attributes,
independence of a Director and other matters provided
under sub-section 3 of section 178 of the Companies
Act, 2013. As on 31^st March, 2024, the Board consists
of four directors out of which one is Executive Director,
and three are Independent Directors.

The Board periodically evaluates the need for change
in its composition and size.

We affirm that the remuneration paid to the Directors
is as per the terms approved by the Nomination and
Remuneration Committee of the Company.

With reference to the provisions of Section 136(1) of
the Companies Act, 2013, information required under
Section 197(2) read with rule 5(1) not forms part of this
report. Since, no employees are employed who draws
remuneration pursuant to the provision of 197(2) read
with rule 5(2).

BOARD MEETINGS

During the year under review, Five Board Meetings
were convened and held, the details of which are
given in the Corporate Governance Report forming
part of this Report.

ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

In pursuance of Section 134 (3) (p) of the Companies
Act, 2013 read with rules made thereunder, and the
SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board of Directors carried out
the performance evaluation of the Board as a whole,
its Committees and individual directors. Led by the
Nomination & Remuneration Committee (‘NRC''), the
evaluation was carried out using individual questionnaires
covering composition of Board, conduct as per Company
values & beliefs, contribution towards development of
strategy & business plan, risk management, receipt
of regular inputs and information, codes & policies for
strengthening governance, functioning, performance
& structure of Board Committees, skill set, knowledge
& expertise of Directors, preparation & contribution at
Board meetings, leadership etc.

As part of the evaluation process, the performance
of Non Independent Directors, the Chairman and
the Board was conducted by the Independent
Directors. The performance evaluation of the
respective Committees and that of Independent and
Non Independent Directors was done by the Board
excluding the Director being evaluated.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the
Company with Related Parties have been done at
arm''s length and are in the ordinary course of business.
Related Party disclosures as per AS-18 have been
provided in the Notes to the Financial Statements.
Further, no material related party transactions held
during the financial year 2023-24.

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

Since, the Company had no manufacturing operations
during the current financial year 2023-24, the information
on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014
is not applicable on Company for the year under review.
RISK MANAGEMENT

The Company recognizes that risk is an integral and
unavoidable component of business and is committed
to managing the risk in a proactive and efficient manner.
The Company has formulated Risk Management Policy
to identify and then manage threats/risks that could have
impact on the goals and objectives of the Company.

The Audit Committee of the Company periodically
reviews and evaluates the adequacy of risk

management systems, keeps an eye on execution of
risk management plan of the Company and advises
management on strengthening mitigating measures
wherever required. The actual identification,
assessment and mitigation of risks is however done
by the executives of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated
Vigil Mechanism/ Whistle Blower Policy which
provides a robust framework for dealing with genuine
concerns & grievances of Employees, Directors and
Senior Executives.

Specifically, employees can raise concerns regarding
any discrimination, harassment, victimization, any other
unfair practice being adopted against them or any
instances of fraud by or against your Company. During
financial year 2023-24, no complaints were received.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has aligned its current systems of
internal financial control with the requirement of
Companies Act, 2013.

The management assessed the effectiveness of the
Company''s internal control over financial reporting (as
defined in Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015) as
of 31^st March, 2024. The assessment involved self¬
review and external audit.

Modern Steels Limited''s internal controls are
commensurate with its size and nature of its
operations. These have been designed to provide
reasonable assurance with regard to recording and
providing reliable financial and operational information,
complying with applicable statutes, safeguarding
assets from unauthorized use, executing transactions
with proper authorisation and ensuring compliance of
corporate policies.

M/s A P T & CO. LLP, the statutory auditors of Modern
Steels Limited have audited the financial statements
including in this annual report and has issued an
attestation report on our internal control over financial
reporting (as defined in Section 143).

The Audit Committee reviews reports submitted by the
management and audit reports submitted by internal
auditors and statutory auditors. Suggestions for

improvement are considered and the audit committee
follows up on corrective action.

Based on its evaluations (as defined in Section 177 of
Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015), the Audit Committee has concluded that, as of
31^st March, 2024, the internal financial controls were
adequate and operating effectively.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has the following Three- Board Level
Committees established by the Board in compliance
with the requirements of the business and relevant
provisions of applicable laws and statutes:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

The details regarding composition, terms of
reference, number of meetings held, etc. of the
above Committees are included in the Report of
Corporate Governance, which forms parts of the
Annual Report. There has been no instance where
the board has not accepted recommendation of Audit
Committee, Nomination & remuneration Committee
and Stakeholders Relationship Committee. Further,
the provisions of Companies Act mandating
constitution of Risk Management Committee are not
yet applicable to the Company.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3), Section 134(3)
(a) and Rule 12 of the Companies (Management
and Administration) Rules, 2014 the extract of the
annual return is available on the website of Company
www.modernsteels.com.

AUDITORS
Statutory Auditors

M/s. A P T & CO LLP, Chartered Accountants, (Registration
No. 014621C/N500088), were appointed as Statutory
Auditors of the Company at 48^th Annual General
Meeting for a period of two years till the conclusion of
the 50^th Annual General Meeting to be held in the year
2024 at a remuneration mutually agreed between the
Board of Directors of the Company and the Statutory
Auditors, whose tenure is going to expire at this ensuing
Annual General Meeting.

The Board of Directors pursuant to Section 139 and
142 and other applicable provisions of Companies Act,

2013, if any and the rules framed thereunder and subject
to approval of Shareholders approved appointment of
M/s. A P T & Co. LLP, Chartered Accountants as Statutory
Auditors of Company for a period of two (2) years to
hold office from this ensuing Annual General Meeting
till the conclusion of the Annual General Meeting to be
held in the year 2026 at a remuneration mutually agreed
between the Board of Directors of the Company and the
Statutory Auditors.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with rules made thereunder,
the Board of Directors had appointed M/s. Sanger
& Associates, Company Secretaries as Secretarial
Auditor of the Company for the financial year 2023-24
for conducting the Secretarial Audit as required under
the provisions of Companies Act, 2013.

Further, M/s. Sanger & Associates, Company
Secretaries being eligible for re-appointment expressed
his willingness to act as Secretarial Auditor of Company
for Financial Year 2024-25, the Board of Directors on
recommendation of Audit Committee approved the re¬
appointment of M/s. Sanger & Associates as Secretarial
Auditors of the Company for Financial Year 2024-25.

AUDITOR’S REPORT
Statutory Auditors’ Report

The Statutory Auditors of the Company M/s. APT &
CO LLP, Chartered Accountants, has submitted the
Auditor''s Report on standalone financial statements
for the period ended March 31, 2024 which do not
contain any qualification, reservation or adverse
remark or disclaimer. The notes to the accounts
referred to in the auditors'' report are self-explanatory
and therefore, do not call for any further comments.
The Auditors have also not reported any matter under
section 143(12) of the Companies Act, 2013.

Secretarial Auditors’ Report

The Secretarial Auditor M/s. Sanger & Associates,
Company Secretaries has submitted the Secretarial
Audit Report for the Financial Year 2023-24 in Form
No. MR-3 and forming part of this Directors Report
annexed as “Annexure-A”.

Secretarial Auditors’ Qualification in Secretarial
Audit Report

The Company has generally complied with the
provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015, except filing of the intimation
regarding the closure of the trading window to stock
exchange for the quarter ended September 2023.

Management’s Reply:

The Company duly informed all the designated persons
regarding closure of Trading Window. But inadvertently
could not file the intimation to stock exchange for the
quarter ended September 2023.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of Loans, Guarantees and Investments
covered under Section 186 of the Companies Act, 2013
for Financial Year 2023-24 forms part of the notes to
the financial statements provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY AFFECTING FINANCIAL POSITION OF THE
COMPANY

There are no adverse material changes or
commitments occurring after 31^st March, 2024 till
the date of this report, which may affect the financial
position of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions regarding Corporate Social Responsibility
(“CSR”) as enumerated under section 135 of the
Companies Act 2013 are applicable to the Company for
the period under review.

However, the liability to spend at least two per cent of
the average net profits of the company made during
the three immediately preceding financial years was
not applicable on our company during the financial
year 2023-24, since the company is having average
net loss instead of profits during the three immediately
preceding financial years.

The Annual Report on CSR activities in the prescribed
Form is attached as “Annexure-B” to this report.
The CSR Policy is available on the website of the
Company at www.modernsteels.com

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention
of Sexual Harassment at workplace. This policy is in
line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. All employees are covered
under this Policy.

As per the said Policy, an Internal Complaints Committee
is also in place to redress complaints received regarding
sexual harassment. No complaints were received during
financial year 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is compliant with the applicable
Secretarial Standards (SS) viz. SS-1 & SS-2 on
Meetings of the Board of Directors and General
Meetings respectively.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(3)(c) of
the Companies Act, 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed
that:

i) in the preparation of the annual accounts for
the year ended 31^st March, 2024, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

ii) the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as at 31^st March,
2024 and of the loss of the Company for the year
ended on that date;

iii) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

iv) the Directors have prepared the annual accounts
for the year ended 31^st March, 2024, on a ‘going
concern'' basis;

v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively;

vi) the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

APPRECIATION

The Directors also wish to place on record its
appreciation for the commitment displayed by all
employees at all levels during the year.

The Directors also take this opportunity to express
its deep gratitude for the continued co-operation and
support received from its valued stakeholders.

By order of the Board of Directors
For Modern Steels Limited

Krishan Kumar Goyal
Chairman and Managing Director
Place: Chandigarh DIN: 00482035

Dated: 10^th August, 2024

MANAGEMENT DISCUSSIONS AND ANALYSIS
REPORT

As the Members are aware that, the manufacturing
business of the Company had been sold. The Company
is working out on the future course of business.

By order of the Board of Directors
For Modern Steels Limited

Krishan Kumar Goyal
Chairman and Managing Director
Place: Chandigarh DIN: 00482035

Dated: 10^th August, 2024

---

Mar 31, 2015

Dear Members,

The Directors hereby present their 41st Annual Report and audited accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS Rs, in Lacs

Year Ended Year Ended 31.03.2015 31.03.2014

Gross Sales 35660 29542

Excise Duty 3904 3228

Net Sales & Income

from Operations 31756 26314

Operating Profit 1246 893

Finance Cost 2503 1984

Cash Profit / (Loss) (1257) (1091)

Depreciation & Amortization 583 467

Profit / (Loss) before Tax (1840) (1558)

Profit / (Loss) after Tax (1216) (1067)

PERFORMANCE

During the year under review, in spite of being very challenging, the Company was able to achieve Gross Sales of Rs, 356.60 Crores as compared to Rs, 295.42 Crores in the previous year. This has also improved the operating Profit of the Company for the year to Rs,12.46 Crores as against Rs, 8.93 Crores previous year. But due to high interest cost there has been higher losses in the current year against the previous year.

DIVIDEND

Due to the present difficult financial position and the loss suffered by the Company, the Directors have not recommended any dividend for the year.

PRODUCT AND MARKET DEVELOPMENT

During the year the Company successfully commissioned and stabilized Auto Component Division along with Heat Treatment section. On the heavy Ingot segment also, higher size ingots have been incorporated. This has enabled the Company to enter into market of Oil & Gas and Wind Energy Segment towards our objective to value addition. Further the Company has also successfully developed new grades in the tool and die segment. The company has tested the market and expected to ramp up the volumes in near future.

FINANCIAL ASSISTANCE

The Company is in discussions with the Lenders to find out a workable solution to the present financial difficulties of the Company.

CURRENT OPERATIONS

During the first quarter, the Company has achieved Net Sales of Rs, 70.01 Crores as compared to Rs, 75.19 Crores in the same period, in the previous year. It has incurred net loss after deferred tax of Rs, 3.81 Crores as compared to loss of Rs, 2.14 Crores in the same period, previous year. The Company has earned a good customer base in its special and alloy steel segment. The Company expects to improve volumes and Profitability in near future.

KAIZEN & TS 16949 ACCREDITATION

Your Company's manufacturing facilities continue to maintain the prestigious TS 16949 certification by DNV Netherlands, a leading international Certifications Company.

During the year, the Company continued implementation of Kaizen and 5'S' projects to come up to the expectations of major global OEMs.

SHARE CAPITAL

During the year the Company converted 11,70,000 Warrants of Rs, 100 each in 11,70,000 equity shares of face value Rs, 10 each at a price of Rs, 100 inclusive of premium of Rs, 90 per equity share (price being not less than the price calculated as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, to the persons from Promoters and Promoter Group, on receipt of entire consideration. The paid up capital of the Company as on 31st March, 2015 is Rs, 13.76 Crores.

FIXED DEPOSITS

The outstanding exempted deposits at the end of the year under review amount to Rs, 662.43 Lacs (Previous year Rs, 625.54 Lacs). There are no overdue deposits.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and Management Discussions & Analysis is attached herewith and forms part of this report.

DIRECTORS

The Lead Bank SBI has nominated Mr. D.K. Gupta, retired Dy. General Manager of the Bank as its nominee on the Board of Directors of the Company vide its letter dated 11th November, 2014.

Mr. Aditya Goyal, Director of the Company resigned from the Board of Directors of the Company w.e.f. 14th November, 2014 due to his preoccupations. The Board placed on record its appreciations for the services rendered by Mr. Aditya Goyal.

Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, the Board appointed Mr. R.K. Sinha as Additional Director designated as Director (Operations) of the Company for a period of five years w.e.f. 28th May, 2015 at a remuneration for a period of three years subject to the approval of the shareholders in terms of the provisions of Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company Dr. Meena Sharma was appointed as Additional Independent Non Executive Director w.e.f. 16th July, 2015 and she shall hold Office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from member proposing Dr. Meena Sharma for appointment as Independent Director.

Mr. Krishan Kumar Goyal, Managing Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in Sub Section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD DIVERSITY AND REMUNERATION POLICY

The Company has a policy for formation of the Board to have Executive Directors and Independent Directors of diverse background to maintain the independence of the Board. As on 31st March, 2015, the Board consists of 9 members, four are Executive / Whole Time Directors, four Independent Directors and One Bank Nominee Director. We affrm that the remuneration paid to the directors is as per the terms approved by the Nomination & Remuneration Committee of the Company.

BOARD MEETINGS

During the year, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant of requirements under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual financial statements for the year ended 31st March, 2015, on a 'going concern' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business. Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure "A" to this report. Related Party disclosures as per AS-18 have been provided in the Notes to the financial statement.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure "B".

RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has formulated Risk Management Policy to identify and then manage threats / risks that could have impact on the goals and objectives of the Company.

AUDITORS

At the Annual General Meeting held on 29th September, 2014, M/s. Aaryaa & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold Office till the conclusion of the Annual General Meeting to be held in the year 2019. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the Auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Aaryaa & Associates, Chartered Accountants, as Statutory Auditors of the Company will be placed for ratification by Shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Board of Directors have approved the appointment and remuneration of M/s. V. Kumar & Associates as Cost Auditors of the Company to conduct the cost audit for the year 2015-16 on the recommendations of the Audit Committee subject to the ratification of the remuneration by the shareholders.

The Board has appointed M/s. Sharma Sarin & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15, The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2015 is annexed herewith as Annexure "C" to this report.

AUDITOR'S REPORT

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any Qualification, reservation or adverse remark.

HUMAN RESOURCES

The Company is having motivated work force. Harmonious employee relations prevailed throughout the year. Your Directors place on record their appreciation for all employees for their hard work and dedication.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure "D" to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after 31st March, 2015, which may affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

APPRECIATION

The Directors would like to express their sincere appreciation of the co-operation received from the Bankers.

The Directors also wish to place on record its appreciation for the commitment displayed by all employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

For & on behalf of the Board

Place : Chandigarh Amarjit Goyal

Dated: 10th August, 2015 Chairman & Whole Time Director

---

Mar 31, 2014

The Members Modern Steels Limited Dear Members,

The Directors hereby present their 40th Annual Report and audited accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

in Lacs Year Ended Year Ended 31.03.2014 31.03.2013

Gross Sales 29542 29352

Excise Duty 3228 3216

Net Sales & Income from 26314 26136

Operations

Operating Profit 893 138

Finance Cost 1984 1677

Cash Profit /(Loss) (1091) (1539)

Depreciation & Amortisation 467 468

Profit /(Loss) before Tax (1558) (2007)

Profit /(Loss) after Tax (1067) (1372)

PERFORMANCE

During the year under review, the Company achieved Gross Sales and other operating income of Rs.295.42 Crores as compared to Rs.293.52 Crores in the previous year. The operations of the Company remained at the same level and it continued to be in loss situation, slightly better than last year.

This fiscal year continued to witness slowdown in the domestic automobile and consumer durable market. It adversely affected the demand of alloy steel sector which caters to this segment and remained under stress.

The input cost of raw materials continued to increase during the year and could not be passed onto the consumer. The high interest rates and liquidity position in the market impacted the automobile sector.

DIVIDEND

Due to the present difficult financial position and the loss suffered by the Company, the Directors have not recommended any dividend for the year.

DEBT RESTRUCTURING BY THE CDR During the year CDR has sanctioned a rehabilitation scheme on 27th April, 2013 with a cut off date as 1st September, 2012. The CDR has sanctioned fresh Corporate loan of Rs.25.50 crores in addition to creation of WCTL and FITL and reschedulement of existing term loan. The promoters were to bring in Rs.15.20 crores as their contribution. During the year the Scheme has been implemented and the major part of the promoter contribution has been inducted and correspondingly the banks have also released the term loan. The Scheme is expected to be implemented completely by the end of September, 2014.

ISSUE OF WARRANTS ON PREFERENTIAL BASIS TO PROMOTER & PROMOTER GROUP / INVESTOR

During the year your Company allotted 11,70,000 Warrants of face value Rs.10 each at a price of Rs.100 inclusive of premium of Rs.90 (price being not less than the price calculated as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, to the persons from Promoters and Promoter Group/ Investor to be converted into equal number of shares upon exercise of option within a period of eighteen months from the date of allotment.

The entire consideration having been received, 11,70,000 Equity Shares of Rs.10 each (at a premium of Rs.90 per share) have been allotted on 26th June, 2014.

PROJECTS

The company has undertaken to upgrade its existing facilities and added new value added production facilities with the capex of Rs.37.20 crores. The company has installed gasifier unit for production of gas for reheating furnaces in rolling mills and added heat treatment facility for alloy steel bars. The company has also added bigger ingot casting facilities in the steel melting shop to diversify process route. The company has successfully commissioned auto component division to further expand its product range. Forge shop consisting of forging presses, hammer, heat treatment facilities along with finishing and inspection facilities were added. It also installed machining & assembly lines for the manufacturing of auto steel components.

CURRENT OPERATIONS

During the first quarter, the Company has achieved Gross Sales of Rs.84.71 Crores as compared to Rs.74.58 Crores in the same period, in the previous year. It has incurred net loss after deferred tax of Rs.2.14 Crores as compared to loss of Rs.1.82 Crores in the same period, previous year.

In the current fiscal year domestic steel industry continues to remain under stress. Weak price trend coupled with slow demand growth ruled out any improvement in the operating profitability of Indian steel manufacturers

KAIZEN & TS 16949 ACCREDITATION

Your Company''s manufacturing facilities continue to maintain the prestigious TS 16949 certification by DNV Netherlands, a leading international Certification Company.

During the year, the Company continued implementation of Kaizen and 5''S'' projects to come up to the expectations of major global OEMs.

DIRECTORS

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Prof. Priyavrat Thareja and Dr. Lalit K. Bansal were appointed as Additional Non Executive Directors designated as Independent Directors w.e.f. 26lh August, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received notices in writing from members proposing Prof. Priyavrat Thareja and Dr. Lalit K. Bansal for appointment as Independent Directors.

The Board appointed Mr. Amarjit Goyal as Chairman & Whole time Director of the Company for a period of three years w.e.f. 1st April, 2014, subject to the approval of the shareholders in terms of the provisions of Companies Act, 2013.

The Board appointed Mr. Krishan Kumar Goyal as Managing Director & CEO of the Company for a period of three years w.e.f. 1st April, 2014, subject to the approval of the shareholders in terms of the provisions of Companies Act, 2013.

Mr. Aditya Goyal, Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

The Company has received notice in writing from a member proposing Mr. D.S. Gill for appointment as an Independent Director.

Prof. Triloki Nath Kapoor and Mr. Ramesh C. Jain have expressed their desire not to seek appointment. The Board placed on record its appreciations for the services rendered by Prof. Triloki Nath Kapoor and Mr. Ramesh C. Jain during their respective tenure as Directors of the Company.

The Board appointed Mr. P. L. Talwar as Whole time Director of the Company for a period of three years w.e.f. 1st April, 2014, subject to the approval of the shareholders in terms of the provisions of Companies Act, 2013.

AUDITORS

M/s. A. Goel & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of forthcoming Annual General Meeting. Your management puts on record its sincere appreciations for the work done by Retiring Auditor''s during their tenure.

The Board recommends the appointment of M/s. Aaryaa & Associates, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting, in accordance with the provisions of the Companies Act, 2013. M/s. Aaryaa & Associates, Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed and have confirmed their eligibility. In this regard, attention of the members is invited to item no. 3 of the Notice convening the forthcoming Annual General Meeting.

The Board of Directors have approved the appointment and remuneration of M/s. V. Kumar & Associates as Cost Auditors of the Company to conduct the cost audit for the year 2014-15 on the recommendations of the Audit Committee subject to the ratification of the remuneration by the shareholders. AUDITOR''S REPORT

All the comments of the Statutory Auditors on the Annual Accounts of the Company are self-explanatory and require no further comments.

FIXED DEPOSITS

The outstanding exempted deposits at the end of the year under review amount to Rs.625.54 Lacs (Previous year Rs.441.10 Lacs). There are no overdue deposits. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and Management Discussions & Analysis is attached herewith and forms part of this report.

HUMAN RESOURCES

The Company is having motivated work force. Harmonious employee relations prevailed throughout the year. Your Directors place on record their appreciation for all employees for their hard work and dedication.

The Statement showing particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Disclosure of Particulars in the Report of Board of

Directors Rules, 1988, as amended, is enclosed as Annexure ''A'' and forms part of this report.

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

Information as per Section 217 (1) (e) of Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure ''B'' forming part of the report.

DIRECTOR''S RESPONSIBILITY STATEMENT Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that there were no material departures;

ii) The accounting policies selected by them have been applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31st March, 2014 and loss of the Company for the year ended 31st March, 2014;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard 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.

APPRECIATION

Your Directors wish to place on record their sincere thanks to the Company''s Bankers for their valuable support.

For & on behalf of the Board

Place : Chandigarh AMARJIT GOYAL Dated: 26th August, 2014 Chairman & Whole Time Director

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Mar 31, 2013

To The Members Modern Steels Limited

Dear Members,

The Directors hereby present their 39th Annual Report and audited accounts of the Company for the year ended31st March, 2013.

FINANCIAL HIGHLIGHTS

Rs.in Lacs

Year Ended Year Ended 31.03.2013 31.03.2012

Gross Sales 29352 37297

Excise Duty 3216 3501

Net Sales & Income 26136 33796 from Operations

Operating Profit (95) 598

Interest 1444 1584

Cash Profit/(Loss) (1539) (986)

Depreciation 468 441

Profit/(Loss) before Tax (2007) (1427)

Net Profit / (Loss) (1372) (981)

PERFORMANCE

During the year under review, the Company achieved Gross Sales of Rs. 293.52 Crores as compared to 1372.97 Crores in the previous year. The Company has reported a Net Loss of Rs. 13.72 Crores as compared to Net Loss of Rs. 9.81 Crores in the previous year.

This fiscal year also witnessed the slowdown in the domestic market and turmoil in the global market which has impacted the performance of the steel sector in the country. Further due to the continuous high rate of interest and the tight liquidity position in the market the demand in automobile sector was impacted which has direct bearing on the performance of your Company.

The cost of inputs and raw material continued to rise and because of sluggish market the said increase could not be passed on to the customer which affected the Company in terms of volumes and the margins which lead to the present difficult financial position.

DIVIDEND

Due to the present difficult financial position and the losses suffered by the Company, your Directors have not recommended any dividend for the year. DEBT RESTRUCTURING BYTHE CDR

Due to the difficult fiscal position, the Company applied to its bankers for restructuring of its loans under CDR mechanism and accordingly bankers approved and sanctioned CDR package to the Company. The Company has been sanctioned a fresh term loan of Rs. 25.50 Crores in addition to the creation of Working Capital Term Loan (WCTL) and Funded Interest Term Loan (FITL) and reschedulementof the existing term loans.

The promoters are supposed to arrange Rs. 15.20 Crores by way of unsecured loan / equity as their contribution to the said CDR package.

ISSUE OF WARRANTS ON PREFERENTIAL BASIS TO PROMOTER & PROMOTER GROUP / INVESTOR

Your Company is in the process of allotting 11,70,000 warrants @ Rs. 100/- each (at a premium of Rs. 90/- per warrant) to the promoter and promoter group / investor in terms of SEBI (Issue of Capital and Disclosure Requirement), Regulations 2009, to be converted into equal number of equity shares upon exercise of option within a period of eighteen months from the date of allotment.

PROJECTS

Your Company under the CDR has undertaken to upgrade its existing facilities and add on new facilities with an approx. capex of aroundRs. 37.20 Crores. Accordingly your Company has initiated and has started working on the said proposals. CURRENT OPERATIONS

During the first quarter, the Company has achieved Gross Sales of Rs.74.58 Crores as compared to Rs.85.43 Crores in the same period, in the previous year. It has incurred loss of X 2.46 Crores as compared to loss of Rs.6.93 Crores in the same quarter, previous year.

The current year continues to be challenging one affecting the Company''s performance. As your Company depends on import of scrap in volumes, the continuous rupee depreciation has affected the financials of your Company.

KAIZEN & TS16949 ACCREDITATION

Your Company''s manufacturing facilities continue to maintain the prestigious TS 16949 certification by DNV Netherlands, a leading international Certification Company.

During the year, the Company continued implementation of Kaizen and 5''S'' projects to come up to the expectations of major global OEMs.

DIRECTORS

Mr. Amarjit Goyal was appointed as Whole Time Director & Chairman of the Company on 29* June, 2010 for a period of three years. His present term expired on 28lh June, 2013. The Board in its meeting held on 28* May, 2013 re-appointed him for another period of three years w.e.f. 29th June, 2013, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Prof. Triloki Nath Kapoor, Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. P.L. Taiwan Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Partap K. Aggarwal, Director resigned from directorship w.e.f 10m February, 2013 due to his personal commitments. The Board placed on record its appreciations for the services rendered by Mr. Aggarwal during his tenure as Director of the Company.

AUDITORS

M/s A. Goel & Associates, Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have appointed M/s. V. Kumar & Associates as Cost Auditors of the Company for the year 2013-14 to conduct the cost audit subject to the approval of the Central Government.

AUDITOR''S REPORT

All the comments of the Statutory Auditors on the Annual Accounts of the Company are self-explanatory and require no further comments.

FIXED DEPOSITS

The outstanding deposits at the end of the year under review amount to Rs. 441.10 Lacs (Previous year Rs. 261.44 Lacs). There are no overdue deposits.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and Management Discussions & Analysis is attached herewith and forms part of this report

HUMAN RESOURCES

The Company is having motivated work force. Harmonious employee relations prevailed throughout the year. Your Directors place on record their appreciation of all employees for their hard work and dedication.

The Statement showing particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Disclosure of Particulars in the Report of Board of Directors Rules, 1988, as amended, is enclosed as Annexure ''A'' and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

Information as per Section 217 (1) (e) of Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure ''B'' forming part of the report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of annual accounts for the financial year ended 31" March, 2013, the applicable accounting standards have been followed and that there were no material departures;

ii) The accounting policies selected by them have been applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31st March, 2013 and loss of the Company for the year ended 31" March, 2013;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard 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.

APPRECIATION

Your Directors wish to place on record their sincere thanks to the Company''s Bankers for their valuable support.

For & on behalf of the Board

Place: Chandigarh AMARJIT GOYAL

Dated: 14* August, 2013 Chairman & Whole Time Director

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Mar 31, 2011

Dear Members,

Your Directors hereby present their 37th Annual Report and audited accounts of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

Rs in Lacs

Year Ended Year Ended 31.03.2011 31.03.2010

Gross Sales 38223 31415

Excise Duty 3568 2453

Net Sales & Income from Operations 34655 28962

Operating Profit 2939 2434

Interest 1237 1031

Cash Profit 1702 1403

Depreciation 476 454

Profit before Tax (PBT) 1226 949

Net Profit 823 615

PERFORMANCE

During the year under review, the Company achieved gross Sales of Rs 382.23 Crores as compared to Rs314.15 Crores in the previous year. The Company has achieved a net profit of Rs 8.23 Crores as compared to net profit of Rs 6.15 Crores in the previous year.

In the year under review, the domestic demand continue to be strong for special alloy steels for the Automobile and Engineering Industry. The rolled product sales volume increased from 68,495 MT in the year 2009-10 to 73,482 MT in the year 2010-11.

The raw material prices and cost of power increased during the year. The Company was able to partially pass on the increase to consumers and hence the margins remained under pressure.

Your Company has been continuously taking initiatives for last few years to enter the value added market segment, by getting the approval from OEMs for two wheeler and car industry. This initiative has been further consolidated by getting approvals from many auto majors in this sector. The performance of the Company will improve in the times ahead from these initiatives.

DIVIDEND

In view of the funds required for the projects, the Directors have decided to skip the dividend this year.

PROJECTS

Your Company has undertaken a project for modernization of its various production facilities in SMS and Rolling Mills to cater to the requirements of the OEMs.

CURRENT OPERATIONS

The growth in the automotive sector is expected to continue to be good, hence the Company expects good operating results in the current year.

ISSUE OF 6,28,359 EQUITY SHARES UPON CONVERSION OF WARRANTS TO PROMOTERS

In April 2010, the Promoter & Promoter group were allotted 14,00,000 warrants on preferential basis convertible into equity shares at a price of Rs 33 per share share (price being not less than the SEBI price) to be converted within a period of 18 months from the date of BSEs approval and allotment. Accordingly on 28th March, 2011, upon exercise of option the Promoter and Promoter group were allotted 6,28,359 equity shares upon receipt of the full consideration amount.

KAIZEN &TS 16949 ACCREDITATION

Your Companys manufacturing facilities and systems were successfully audited in accordance with the latest version of ISO/TS-16949: 2009- 3rd edition by DNV, Netherland.

Various Kaizen projects were taken up during the year for improving processes, systems and 5 S activities

DIRECTORS

Mr. Ramesh C. Jain has been appointed as Additional Director by the Board of Directors in its meeting held on 14th February, 2011 and as such he holds office till the conclusion of the forthcoming Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a shareholder proposing the name of Mr. Ramesh C. Jain as Director, liable to retire by rotation.

Mr. Krishan Kumar Goyal was appointed as Managing Director & CEO on 1st May, 2006 for a period of five years. His present term expired on 30th April, 2011. The Board in its meeting held on 12th May, 2011 re-appointed him for another period of five years w.e.f. 1st May, 2011, subject to the approval of the shareholders.

Mr. Aditya Goyal was appointed as Whole Time Director of the Company on 25th August, 2008 for a period of three years. His present term shall expire on 24th August, 2011. The Board in its meeting held on 12th May, 2011 re-

appointed him for another period of three years w.e.f. 25th August, 2011, subject to the approval of the shareholders.

Mr. P.L. Talwar was appointed as Director (Operations) on 27th September, 2008 for a period of three years. His present term shall expire on 26th September, 2011. The Board in its meeting held on 12th May, 2011 re-appointed him for another period of three years w.e.f. 27th September, 2011, subject to the approval of the shareholders.

Prof. Triloki Nath Kapoor, Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Mr. Partap K. Aggarwal, Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

AUDITORS

M/s. A. Goel & Associates, Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have appointed M/s. V. Kumar & Associates as Cost Auditors of the Company for the year 2011-12 to conduct the cost audit subject to the approval of the Central Government.

AUDITORS REPORT

All the comments of the Statutory Auditors on the Annual Accounts of the Company are self- explanatory and require no further comments.

FIXED DEPOSITS

The outstanding deposits at the end of the year under review amount to Rs 260.15 Lacs (Previous year Rs 258.13 Lacs). There are no overdue deposits.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and Management Discussions & Analysis is attached herewith and forms part of this report.

HUMAN RESOURCES

Harmonious employee relations prevailed throughout the year. Your Directors place on record their appreciation of all employees for their hard work and dedication.

There were no employees employed throughout the financial year or part of the financial year drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Disclosure of Particulars in the Report of Board of Directors Rules, 1988, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

Information as per Section 217 (1) (e) of Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure A forming part of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of annual accounts for the financial year ended 31th March, 2011, the applicable accounting standards have been followed and that there were no material departures;

ii) The accounting policies selected by them have been applied consistently, and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31st March, 2011 and profit of the Company for the year ended 31st march, 2011;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard 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..

APPRECIATION

Your Directors wish to place on record their sincere thanks to the Companys Bankers for their valuable support.

For & on behalf of the Board

AMARJIT GOYAL Chairman & Whole Time Director

Place : Chandigarh Dated : 12th May, 2011

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Mar 31, 2010

The Directors hereby present their 36th Annual Report and audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

Rs. in Lacs

Year Ended Year Ended 31.03.2010 31.03.2009

Gross Sales & other Receipts 31415 31398

Excise Duty 2453 3625

Net Sales & Income from Operations 28962 27773

Operating Profit 2434 883

Interest 1031 1093

Cash Profit/Loss 1403 (210)

Depreciation 454 431

Profit before Tax (PBT) 949 (641)

Net Profit/Loss 615 (472)

PERFORMANCE

During the year under review, the Company achieved gross sales and other receipts of Rs. 314.15 Crores as compared to Rs. 313.98 Crores in the previous year. The Company has achieved a net profit of ^ 6.15 Crores as compared to net loss of Rs. 4.72 Crores in the previous year.

In the backdrop of the global recession during the fiscal 2008-2009, the year under review started on a difficult note. The first half of the year did not show significant improvement in operations. But in the second half, with the revival of domestic demand, specially from the Automobile & Engineering Industry, the company could show better performance. The Rolled products sales volume increased from 53,108 MT in the year 2008-09 to 68,495 MT in the year 2009-10.

During the year your company has taken initiative to explore the new market segments. It has worked towards getting approval from OEMs for Two Wheelers & Car Segments. This initiative will help in the better performance of the company in the times ahead.

PROJECTS

The company has strengthened its Quality Control in line with the requirements of OEMs. The company has commissioned the state-of-the-art Automatic Ultrasonic Testing Machine.

CURRENT OPERATIONS

Your directors are pleased to report that the current year started on a strong note with an all round demand in automotive and engineering industry. With the present scenario and the encouraging forecasts from the Industry & Government, it is expected that the Industry will do fairly well in the time ahead. This augurs well for your Company.

During the first quarter, the Company has achieved Net Sales of Rs. 86.44 Crores as compared to Rs. 68.50 Crores in the same period, previous year. It has earned profit before tax of Rs. 3.90 Crores as compared to Rs. 1.68 Crores in the same quarter, previous year.

ISSUE OF WARRANTS TO PROMOTERS

In April 2010, the Promoter & Promoter group were allotted 14,00,000 warrant on preferential basis (subject to BSE approval) convertible into equity shares at a price of Rs. 33 per share (price being not less than the SEBI price) to be converted within a period of 18 months from the date of BSEs approval and allotment.

KAIZEN&TS 16949 ACCREDITATION

During the year the company continued implementation of Kaizen project and conducted a number of workshops. Your Companys manufacturing facilities continue to maintain TS 16949 Certification by DNV Netherlands, a leading international Certification Company.

DIRECTORS

Mr. Amarjit Goyal, Chairman & Mg. Director of the companys tenure has ended on 28.06.2010. The Board of Directors has appointed him as Whole Time Director for a period of three years with effect from 29.06.2010 subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Goyal will continue to remain the Chairman of the Board.

Mr. Beant Singhs term will end by the ensuing Annual General Meeting and he is not seeking re-appointment. The directors place on record their sincere appreciation for the valuable contributions made by Mr. Beant Singh during his long association with the Company.

Mr. D.S. Gill, Director shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

AUDITORS

M/s A. Goel & Associates, Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have appointed M/s V, Kumar & Associates as Cost Auditors of the Company for the year 2010-11 to conduct the cost audit subject to the approval of the Central Government.

AUDITORS REPORT

All the comments of the Statutory Auditors on the Annual Accounts of the Company are self- explanatory and require no further comments.

FIXED DEPOSITS

The outstanding deposits at the end of the year under review amount to Rs. 258.13 Lacs (Previous year Rs. 238.38Lacs). There are no overdue deposits.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS

A separate report on Corporate Governance and Management Discussions & Analysis is attached herewith and forms part of this report.

HUMAN RESOURCES

Harmonious employee relations prevailed throughout the year. Your Directors place on record their appreciation of all employees for their hard work and dedication.

The statement showing particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is enclosed as Annexure A and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

information as per Section 217 (1) (e) of Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure B forming part of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed and that there were no material departures,

ii) The accounting policies selected by them have been applied consistently, and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company as on 31st March 2010 and profit of the Company for the year ended 31st March 2010;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard 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.

APPRECIATION

Your Directors wish to place on record their sincere thanks to the Companys Bankers for their valuable support.

For & on behalf of the Board

Place : Chandigarh AMARJIT GOYAL

Dated: 30th August, 2010 Chairman & Whole Time Director