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Modella Woollens Ltd.

BSE: 503772 Sector: Others
NSE: N.A. ISIN Code: INE380D01012
BSE LIVE 15:14 | 22 Sep Stock Is Not Traded.
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OPEN 4.50
PREVIOUS CLOSE 4.67
VOLUME 37
52-Week high 6.56
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 0
Buy Price 4.50
Buy Qty 915.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.50
CLOSE 4.67
VOLUME 37
52-Week high 6.56
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 0
Buy Price 4.50
Buy Qty 915.00
Sell Price 0.00
Sell Qty 0.00

Modella Woollens Ltd. (MODELLAWOOLLENS) - Director Report

Company director report

Your Directors present their 54th Annual Report together with the Audited Statement ofAccounts of your Company for the Financial Year ended 31" March 2016.

FINANCIAL RESULTS:

- 2015-2016 2014-2015
Rs. in Lakh Rs. in Lakh
Loss before Interest Depreciation & Extra ordinary items 48.35 38.83
Adjustment for Depreciation 0.02 0.02
Loss for the year before Extra ordinary items 48.37 38.85
Add: Income from Extra ordinary items 0.00 0.00
Loss for the year before tax 48.37 38.85
Adjustment for Income-tax 0.00 0.00
Loss after Tax 48.37 38.85

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 Five Board Meetings were convened and held on12.05.201529.07.201514.08.2015 05.11.2015 and 04.02.2016. The intervening gap betweenthe Meetings was within the period 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 5
Mrs. Gopee Grover 5
Mr.'Binod Khemka 5
Mr. Rajendrakumar Chaudhary 5

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuantto 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 March312016 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 annual 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 Sixty Lakh for the year or exceeding Rupees Five Lakh permonth 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.

However Company entered into Agreement with Mr. V. K. Grover w.r.t. his appointment asManaging Director for a period 3(Three) years i.e. from 1st October 2015 and ending on30th September 2018

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 C.D and E of Schedule V is not applicable to the Company asthe 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 EARNlGS 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 Ac! 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.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Ajay Kumar Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Report of the Secretarial Audit Report is annexed as Annexure 4to thisReport.

EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HIS REPORT:

Looking at the Company’s size and no business activities for past few years noone was interested in joining as CFO & Company Secretary. Further in spite of severalefforts the Board could not appoint any Internal Auditor during the year.

The Company is in process of complying with the said requirements.

DIRECTORS:

Pursuant to the Provisions of the Companies Act 2013 Mrs. Gopee Grover (DIN:00560162)retires by rotation and being eligible offers herself for re-appointment.

AUDITORS:

M/s. Vinay Sanjay & Associates Chartered Accountant (FRN:115646W) were appointedas Statutory Auditors at the 53 rd AGMheldon 22.09.2015 for a period 2 (two) years i.e.from the Conclusion of 53rt Annual General Meeting until the conclusion of 55th AnnualGeneral Meeting. As per the provision of section 139 of the Companies act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting. Your Directors recommend the ratification of their appointment to enable them tocontinue as Auditors for the FY 2016-17.

RESERVATION AND QUALIFICATION ON AUDITORS’ REPORT:

(i) Auditors Report:

The notes to Accounts referred to in the Auditors’ Report are self-explanatory andtherefore do not call for any further comments. Auditors have not made any reservation orqualification in the Audit Report.

(ii) Secretarial Audit Report:

Looking at the Company’s size no business activities for past few years no onewas interested in joining as CFO & Company Secretary. Further in spite of severalefforts the Board could not appoint any Internal Auditor during the year.

The Company is in process of complying with the said requirements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THECOMPANIES ACT 2013:

During the year under review there were no incidences of fraud reported by theAuditors.

COMMITTEES

I) Audit Committee:

Being a listed Company the Company had already constituted its Audit Committeeconsisting of Mr. Binod Khemka (DIN: 00292252) Mr. Rajendrakumar Chaudhary (DIN:02916342) and Mrs. Gopee Grover (DIN: 00560162).

During the year under review Five (5) Meetings were held of the Audit Committee on12/5/2015 29/7/ 201514/8/2015 5/11/2015 and 4/2/2016

II) Nomination and Remuneration Committee:

Being a listed Company the Company had already constituted its Nomination andRemuneration Committee consisting of Mr. Binod Khemka (DIN: 00292252) Mr. RajendrakumarChaudhary (DIN: 02916342) and Mrs. Gopee Grover (DIN: 00560162).

During the year under review Two (2) Meetings were held of the Nomination &Remuneration Committee on 12/5/2015 and 14/8/2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the Code of Conduct for Employees and Directors for the highestdegree of transparency integrity accountability and corporate social responsibility. Anyactual or potential violation of the Code would be a matter of serious concern for theCompany. The Company also has Whistle Blower Policy to deal with instance of fraud andmismanagement if any.

Employees of the Company are encouraged to use guidance provided in the Policy forreporting all allegations of suspected improper activities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALSIMPACT1NG THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

There are no significant and material Orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

FUTURE OUTLOOK:

Your Directors are looking for various avenues and options for carrying out businessactivities of the Company. On account of change in the pattern of textile fabrics yourCompany had to suspend trading in textile fabrics and yam a few years back.. However thePromoters of your Company have always made funds available to your Company whenever therewas a requirement in the past and will continue to do so.

Your Company has no borrowings from Banks or Financial Institutions exceptinter-corporate deposits amounting to Rs.29.71 lakhs and Loan from Directors Rs. 91.8lakhs during the year to augment its finances. The borrowings are at the rate of 8% p.a.

COMPANY’S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company is committed t6 provide a safe and conducive work environment to all womenemployees. During the year under review Company had not received any Complaints in respectof Sexual Harassment.

APPRECIATION:

Your Directors place on record their appreciation for the co-operation of all the Staffand Officers Shareholders of the Company and look forward to their continued co-operationin future.

By Order of the Board of Directors

(V.K. Grover)
Chairman & Managing Director
(DIN: 00434129)
Registered Office:
4C Vulcan Insurance Building
Veer Nariman Road
Mumbai-400020
Place: Mumbai
Date:-18th May 2016.