Your Directors have pleasure in presenting the 22nd Annual Report of theCompany together with Audited Accounts for the year ended on 3 1 st March2016.
The highlights of financial results of the Company for the financial years 2015- 16 and2014- 15 are summarized as under:-
|PARTICULARS || |
| ||2015-16 ||2014-2015 |
|Total Income ||146350919.00 ||83996855.00 |
|Less : Total Expenditure ||132747913.00 ||76474047.00 |
|Profit / (Loss) ||13603006.00 ||7522808.00 |
|Less: Depreciation ||4787487.00 ||4398779.00 |
|Less : Provision for Taxation ||2671054.00 ||1656625.00 |
|Less : Income Tax Adjust (Last year) ||- ||- |
|Less : Deferred Tax Liability/(Assets) ||192715.00 ||802860.00 |
|Profit / (Loss) after Taxation ||5951750.00 ||2270264.00 |
The performance of the Company during the year under review has been satisfactory. Thecurrent year has started off well with improved off-take and it is expected to besustained during the year.
In July 2016 you directors declared an interim dividend of Rs.0.60 per equity share.The Interim dividend was paid within 30 days of declaration.
The Company did not accept any deposits within the meaning of provisions of Chapter V-Acceptance of deposits by Companies of the Companies Act 2013 read with the Companies(Acceptance & Deposits) Rules 2014 and its subsequent amendments.
Pursuant to the provisions of the Companies Act 2013 your Directors have decided tocarry forward the full profits for the year under review in the statement of Profit &Loss.
RELATED PARTY TRANSACTIONS
All transactions entered by the Company with Related Parties were in the ordinarycourse of business and at arm's length price basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors. There were no materially significanttransactions with Related Parties during the financial year 20 15-2016 which were inconflict with the interest of the Company. The details of the transactions with therelated parties are given in the financial statements in Annexure-T of thefinancial statements.
MATERIAL CHANGES AND COMMITMENTS
There is no change in the nature of Business of the Company during the year. There areno material changes and commitments in the business operations of the Company since theclose of the financial year on 3 1 st March 2016 to the date of this report.
COMPLIANCE UNDER COMPANIES ACT 2013
Pursuant to Section 134 of the Companies Act 2013 read with Companies (Accounts) Rules2014 your Company complied with the compliance requirements and the details of thecompliance under the Companies Act 2013 are enumerated below:
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of our Company for the financial year 20 15-2016are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued there under applicable accounting standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The consolidatedfinancial statements of our Company take into account the financial statement prepared bythe management of Modex Commodity Trades Private Limited an Associate Company.
SUBSIDIARIES AND ASSOCIATES
As our Company holds 46.67% in the capital of Modex Commodity Trades Private Limitedduring the financial year 20 15-2016 making it an Associate Company as per the provisionsof Section- 236) of the Companies Act 2013.
M/S Prakash & Santosh Chartered Accountants are eligible for re-appointment. TheAudit Committee had recommended to the Board for their re-appointment. The necessaryresolutions are placed before the members for their consideration and approval.
M.C. Maheshwari & Co. Chartered Accountants are the Internal Auditor of theCompany.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee Nomination and Remuneration Committee and Shareholder'sGrievance/Share Transfer Committee number of meetings attended by each member of theCommittee as required under the Companies Act 2013 are provided in Corporate Governance
Report set forth in Annexure 'III' and forming part of the report. The recommendationby the Audit Committee as and when made to Board has been accepted by it.
POLICIES DEVELOPED BY THE COMPANY
VIGIL MECHANISM / WHISTLE BLOWER
The Company has established a vigil mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for:
(a) Adequate safeguards against victimization of persons who use mechanism
(b) Direct access to the chairperson of the Audit Committee of the Board of Directorsof the Company.
Details of the Vigil Mechanism Policy are made available on the Company's websitewww.modexindia.com.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on materiality of Related Party Transactions. Thepolicy is available on the Company's website www.modexindia.com.
Further the Company did not enter in any contract or arrangement with related partiespursuant to Section 188 ( 1 ) of the Companies Act 2013.
The Company has devised and implemented a mechanism for Risk Management and hasdeveloped a Risk Management Policy for identification of elements of risks which in theopinion of the Board may threaten the existence of the Company. The policy is availableon the Company's website www.modexindia.com.
NOMINATION AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNELS & OTHEREMPLOYEES
The Company has formed The Nomination & Remuneration Committee which hasformulated a policy for ensuring good level and composition of remuneration which couldattract retain and motivate the Directors. The policy is available on the Company'swebsite www.modexindia.com
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its directors informed of the activities of the Company itsmanagement and operations. The details of various familiarization programmes provided tothe directors of the Company is available on the Company's website www.modexindia.com.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a prevention of Sexual Harassment policy in line with therequirements of Sexual Harassment of Women at workplace (Prevention Prohibition andredressal ) Act2013. An internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees are covered under thispolicy.
No complaints were received by the Company related to sexual harassment during the year20 15-2016.
ANTI- MONEY LAUNDERING POLICY UNDER THE PREVENTION OF MONEY LAUNDERING ACT. 2002
The Company has formulated a policy on Anti Money Laundering Standards notify by SEBI.The purpose of this policy is to guide all the employees of MISL and employees of itsAssociates on the steps that they are required to take and implement to prevent andidentify any money laundering or terrorist financing activities. The Management of theCompany has formulated and adopted written procedures to implement the anti moneylaundering provisions as envisaged under the Anti Money Laundering Act. The Company wouldtake adequate measures to prevent money laundering and shall put in place a frame work toreport cash and suspicious transactions to FIU as per the guidelines of PMLA Rules2002.The policy is available on the Company's website www.modexindia.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 1 52(6) of the Companies Act 2013 Mr. Pavan Sachdeva who retiresby rotation at the forthcoming Annual General Meeting being eligible offers himself forreappointment as Whole-Time Director. Necessary resolution for re-appointment of aforesaidDirector has been included in the notice convening the ensuing AGM.
The Board recommended an appointment of Mrs. Sharda Gupta as an Independent Director ofthe Company who accorded her consent for the same.
Mr. Dharmendra Kumar Arora Chairman and Whole Time Director; Mr. Pavan Sachdeva WholeTime Director; Mr. Kundan Lal Grover Chief Financial Officer; and Ms. Shruti SinghCompany Secretary are the Key Managerial Personnel of the Company as per provisions of theAct.
RESIGNATION OF DIRECTORS
In accordance with the provisions of the Companies Act 20 13 and Articles ofAssociation of the Company the Board accorded to give consent to the following:
Ms. Sangeeta Sachdeva (Non-executive Director) has resigned from the board of directorsof the Company.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions ofindependence stipulated in aforesaid section.
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration in excess of therates/amounts specified under provisions of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Company being in the financial sector the particulars as prescribed under section134(3) (m) of the Companies Act 2013 read with the Companies (Disclosure of particularsin the Report of Board of Directors) Rules 1988 regarding Conservation of Energy andTechnology Absorption are not applicable to the Company. Foreign Exchange earningsand outgo were nil during the current year.
The Auditors' Report read with notes on accounts is self-explanatory and therefore inthe opinion of the Directors do not call for any further explanation.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 20 14 the Board of Directorshas appointed Mr. Parveen Rastogi from Parveen Rastogi & Co. Practicing CompanySecretary for conducting secretarial audit of the Company for financial year 20 15-2016.
The Secretarial Audit Report is annexed herewith as ANNEXURE 'V'.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 1 34 of the Act the Directors state that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) appropriate accounting policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March 3 1 2016 and of the profit of the Company for the said year;
(iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) internal financial controls to be followed by the Company and that such financialcontrols are adequate and were operating effectively;
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The Company did not give any loan or guarantee or provided any security or makeinvestment covered under Section 1 86 of the Companies Act 2013 during the year.
The Company is committed to good corporate governance and compliance of conditions ofCorporate Governance as stipulated under regulation 27 and 72 of SEBI (LODR) Regulations20 15 with the Bombay Stock Exchange. A Certificate of compliance from M/s Parveen Rastogi& Co. Company Secretaries and the report on Corporate Governance form part of thisDirector's Report.
LISTING OF COMPANY'S SHARES ON STOCK EXCHANGES
The Company's shares are listed on "The Bombay Stock Exchange Limited". Thelisting fee upto the year 2016- 20 17 has already been paid to the Stock Exchanges.
EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT 9 is annexed herewith as Annexure'VIII'.
Your Directors appreciate the trust reposed by the Investor fraternity and Clients inthe Company and look forward to their continued patronage. The Directors are also gratefuland pleased to place on record their appreciation for the excellent support guidance andcooperation extended by the Bombay Stock Exchange National Stock Exchange MetropolitanStock Exchange of India Central Depository Services (India) Ltd. The Board also expressesits appreciation of the understanding and support extended by the shareholders andemployees of the Company.
| ||By Order of the Board of Directors of |
| ||Modex International Securities Limited |
| ||sd/- ||sd/- |
| ||Dharmendra Kumar Arora ||Pavan Sachdeva |
|Date : 30th May 2016 ||(Chairman/Whole-Time Director) ||(Whole-Time Director) |
|Place : New Delhi ||DIN:00234555 ||DIN: 00257402 |