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Modern Converters Ltd.

BSE: 539762 Sector: Financials
NSE: N.A. ISIN Code: INE250S01015
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Modern Converters Ltd. (MODERNCONVERTER) - Director Report

Company director report

For The Financial Year 2015-16

Dear Members

The Board of Directors hereby submits the report of the business and operations of theCompany along with the audited financial statements for the financial year ended March31 2016.

1. Results of our operations

(Amount in Rs.)

Particulars Figures as at the end of current reporting period Figures as at the end of previous reporting period
Profit Before Tax (1973183) 130011
Less: Current Tax - 112394
Profit After Tax (1973183) 17617
Add: Profit/ (Loss) Brought Forward From Previous Year (1255344) (1272961)
Loss carried forward to balance sheet (3228527) (1255344)
Basic/ Diluted Earnings Per Share (0.64) 0.01

Dividend

The Directors have not recommended any dividend for the financial year 2015-16 due tolosses incurred.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

Reserves

The Directors have not proposed to transfer any amount to Reserves during the year. Particularsof Loans Guarantees or Investments

There are no Loans guarantees or Investments as per section 186 of the Companies Act2013.

2. Business

Brief description of the Company’s working during the year/State of Company’saffair

The Company being a trading company is currently engaged in trading and investment inshares & securities.

Change in the nature of business if any

There has been no change in the nature of the business of the Company during the year. Detailsof Subsidiary/Joint Ventures/Associate Companies

The company does not have any subsidiary company joint venture and associatecompanies. Share Capital

• Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during theyear under review.

• Buy Back of Securities

The company has not bought back any of its securities during the year under review.

• Sweat Equity Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.

Preferential Issue of Capital

The company has not issued any equity shares of on preferential basis during the year.

Deposits

The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.

Particulars of Contracts or Arrangements with Related Parties

The company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm’s length basis during the financial year2015-16.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

The Company is in the process of Voluntary Delisting of its equity shares from theCalcutta Stock Exchange Limited.

Further equity shares of Company (Scrip Code: 539762) are listed and admitted todealings on the BSE Ltd with effect from April 21 2016

3. Corporate Governance

Corporate governance is about maximizing shareholder value legally ethically andsustainably. The goal of corporate governance is to ensure fairness for every stakeholder.We believe sound corporate governance is critical to enhance and retain investor trust. Wealways seek to ensure that our performance is driven by integrity. Our Board exercises itsfiduciary responsibilities in the widest sense of the term. Our disclosures seek to attainthe

best practices in international corporate governance. We also endeavor to enhancelong-term shareholder value and respect minority rights in all our business decisions.

Our Corporate governance report for fiscal 2016 forms part of this Annual Report.

Changes in Directors and Key Managerial Personnel

During the period under review following changes were made in the composition of theBoard of Directors and Key Managerial Personnel:

1. Mr. Ganga Dhar Sail director of the company was also appointed as the ChiefFinancial Officer w.e.f 28th May 2015.

2. Ms. Jaishree Kumari resigned from the post of Company Secretary of the Companyw.e.f. 1st August 2015.

3. Ms. Renu Sharma Mr. Ganga Dhar Sail & Mr. Aem Shamar Prakash were regularizedat the Annual General Meeting held on 30th September 2015.

4. Appointment of Mr. Govind Gupta as Company Secretary of the Company w.e.f. 15thOctober 2015.

5. Mr. Aem Shamar Prakash resigned from the post of director w.e.f 9thNovember 2015 due to his death.

6. Mr. Binit Agarwal was appointed as an Additional Independent Director of the Companyw.e.f 10th February 2016.

Declaration by an Independent Director(s) and re- appointment

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Formal Annual Evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

Number of meetings of the Board of Directors

The Board met five times during the financial year i.e. 28/05/2015 01/08/201515/10/2015 09/11/2015 and 10/02/2016. The maximum interval between any two meetings didnot exceed 120 days as prescribed in the Companies Act 2013.

Managerial Remuneration:

The Company incurred losses during the year so the Company has not provided anyManagerial Remuneration to the Directors.

Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The details of such familiarization programmes are available on theCompany’s website.

Details of establishment of vigil mechanism for directors and employees

The Company has adopted the whistleblower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany’s code of conduct and ethics. There has been no change to the WhistleblowerPolicy adopted by the Company during fiscal 2016.

Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.

Risk management policy

The company does not have any Risk Management Policy as the element of risk threateningthe Company’s existence is very minimal.

Sexual Harassment of Women at Work Place

The company does have women employees; therefore the clause is applicable and herebycomplied with.

Committees of the Board

Currently the Board has three committees: the audit committee the nomination andremuneration committee and the stakeholder’s relationship committee. A detailed noteon the composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

Significant and material orders

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

Extract of annual return

In accordance with Section 134 of the Companies Act 2013 an extract of the annualreturn in the prescribed format is appended as Annexure to the Board’s report.

Corporate Governance Report and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors have 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;

(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 and

(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.

4. Auditors

Statutory Auditors

M/s Gupta Saharia & Co. Chartered Accountants have been appointed as StatutoryAuditors of the company till the conclusion of the Annual General Meeting of the companyto be held in the year 2019 (subject to ratification of their re- appointment at everyAGM) with remuneration shall be decided as per the Audit Committee. The Auditors’Report for fiscal 2016 does not contain any qualification reservation or adverse remark.The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under Mr. Anand Kumar Khandelia was appointed as theSecretarial Auditors of the Company to carry out the secretarial audit for the year ending31st March 2016. There is no qualification reservation or adverse remark or disclaimermade by the company secretary in the secretarial audit report.

Auditors’ certificate on corporate governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors’ certificate on corporate governance is enclosed as Annexureto the Board’s report. The auditors’ certificate for fiscal year 2016does not contain any qualification reservation or adverse remark.

Internal Auditor

M/S Jain Sonu & Associates Chartered Accountants Internal Auditor has submitted areport based on the internal audit conducted during the year under review.

5. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.

6. Order of Court

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company’s operations orfinancial conditions.

7. Acknowledgements

The Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.

For and on behalf of the Board of Directors

Sd/- Sd/-
Soumitra Trivedi Ganga Dhar Sail
Managing Director Director & CFO
(DIN: 00402241) (DIN: 00402199)
Place: Kolkata
Date: 27/05/2016