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Modella Woollens Ltd.

BSE: 503772 Sector: Others
NSE: N.A. ISIN Code: INE380D01012
BSE 15:15 | 27 Dec 4.40 -0.22
(-4.76%)
OPEN

4.40

HIGH

4.40

LOW

4.40

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.40
PREVIOUS CLOSE 4.62
VOLUME 20
52-Week high 6.50
52-Week low 4.21
P/E
Mkt Cap.(Rs cr) 0
Buy Price 4.40
Buy Qty 105.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.40
CLOSE 4.62
VOLUME 20
52-Week high 6.50
52-Week low 4.21
P/E
Mkt Cap.(Rs cr) 0
Buy Price 4.40
Buy Qty 105.00
Sell Price 0.00
Sell Qty 0.00

Modella Woollens Ltd. (MODELLAWOOLLENS) - Director Report

Company director report

Your Directors present their 55th Annual Report together with the Audited Statement ofAccounts of your Company for the Financial Year ended 31st March 2017.

FINANCIAL RESULTS: 2016-2017 2015-2016
Rs. in Lakh Rs. in Lakh
Loss before Interest Depreciation & Extra ordinary items 38.89 48.35
Adjustment for Depreciation . 0.02 0.02
Loss for the year before Extra ordinary items 38.91 48.37
Add: Income from Extra ordinary items 0.00 0.00
Loss for the year before tax 38.91 48.37
Adjustment for Income-tax 0.00 0.00
Loss after Tax 38.91 48.37

DIVIDEND:

In view of the accumulated losses and loss for the year the Board decided not torecommend any dividend for the year under review.

AMOUNT CARRIED TO RESERVES:

In view of the accumulated losses and loss for the year your Company do not transferany amount to the Reserves.

OPERATIONS:

The Company has not carried out any business activity during the year. Your Directorsare considering various avenues & options for the activities to be undertaken.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedas Annexure 1 to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year Four Board Meetings were convened and held on 18.05.2016 02.08201626.10.16 and 31.01.2017. The intervening gap between the Meetings was within theperiod prescribed under the Companies

Act. 2013.

The details of Attendance of Directors are as follows:

Name of Director Number of Board meetings attended
Mr. V.K .Grover 4
Mrs. Gopee Grover 4
Mr. Binod Khemka 4
Mr. Rajendrakumar Chaudhary 4

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

{a) in the preparation of the annual financial statements for the year ended March312017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annua! accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declaration that they meet the criteria ofindependence pursuant to Section 149(6) of the Companies Act 2013 and Regulation 16(1){b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors & Senior ManagementPersonnel and their remuneration including criteria for determining qualificationspositive attributes independence of a Director and other matters provided undersub-section (3) of section 178 relating to the remuneration for the Directors keymanagerial personnel and other employees. As required by Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the prescribed details are annexedas Annexure 2 to this Report.

INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

During the year under review no employee was employed who was in receipt of aggregateremuneration exceeding Rupees One Crore and two lakh for the year or exceeding RupeesEight Lakh and fifty thousand per month for any part of the year.

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company and other details in terms of Sub-Section (12) of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules. 2014 are forming part of this Report and is annexed as"Annexure 3" to this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

During the year the Company has not given any loans or guarantees or has made anyinvestments u/s 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company did not enter into any material Contracts/ Arrangements with RelatedParties since no Business activities were carried out by the Company during the year.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associate Company.

CORPORTATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Provisions of Regulation 17.to 27 and Clauses (b)to(i)

of Regulation 46(2) and Para CD and E of Schedule V is not applicable to the Companyas the Company's Paid up Share Capital & Net worth is below the limits specified.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

In terms of the information required under Sub-section (3)(l) of Section 134 of theAct it is to be noted that no material Changes and Commitments affecting the financialposition of the Company have occurred between the end of the financial year of the Companyto which the Financial Statements relate and the date of the Report.

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

A. Since the Company does not carry any Business activities particulars to bedisclosed with respect to Conservation of Energy & Technology Absorption under Section134 (3) (m) of Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.

B. During the year under review there has been no earnings and outgo in foreignexchange.

RISK MANAGEMENT POLICY:

The provisions in respect of Risk Management are not applicable to the Company.However the Company has in place mechanism to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social ResponsibilityPolicy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevantRules framed there under as the said provisions were not applicable to the Company as theCompany had incurred losses during the relevant period.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any Deposit pursuant toSection 73 and section 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees byfilling a structured questionnaire.