Your Directors present the 43rd Annual Report together with the AuditedStatement of Accounts of the Company for the year ended 31st March2016.
IMPLEMENTATION STATUS OF BIFRSCHEME
Your Company was discharged by BIFR vide its order dated 23.02.2010 which states asunder "The unimplemented provisions of the SS-08 for the unexpired period for thescheme would be implemented by the concerned agencies and their implementation would bemonitored by the Company". Further BIFR in a miscellaneous application No.501/2013filed by the Company had clarified that no period for scheme was mentioned in SS-08 andunimplemented provisions of the sanctioned scheme are binding on all the parties. In termsof said BIFRs order dated 23.02.2010 your Company has been implementing theunimplemented provisions of the revival scheme sanctioned by the BIFR and status report onunimplemented portion of the schemeis filed by the company with the BIFR periodically.
In this respect rehabilitation for Modinagar Tyre Factory (MTF) could not be achievedas yet. The matter for possession of MTF Plant is pending with Honble Allahabad HighCourt. The Plant continues to be in possession of the OL appointed by the Allahabad HighCourt in Modi Export Processors Limiteds (MEPL) winding up proceedings. Litigationis also pending with 2 creditors who have till date not accepted the dues as per schemesanctioned by the BIFR.
Your Company has been following up with Govt agencies/authorities/ department/Creditorsto provide relief and concessions and to accept settlement as per scheme sanctioned by theBIFR.
The Company has taken new initiatives to improve its long term prospects andperformance. These include:-
1) Your Company has been very vigorously taking actions to get re-possession ofCompanys properties which were occupied by illegal occupants/Ex- Employees. Effortsinclude legal recourse and also settlement as per BIFR Scheme wherever possible.
2) Company is taking several steps to utilize its real- estate resources and whereverpossible to put them to generate revenue.
3) Your company is also exploring additional avenues of investment innew projects injoint ventures.
During the year under review your company has recorded a net profit after tax Rs522.86 Lacs as compared to Rs 119.89 Lacs in previous year and a total income of Rs2336.47 Lacs as compared to 2540.92 Lacs in the previous year. Income of your company ismainly from guest house operations Interest÷nd.
Since there is no adequate profit; your Board does not recommend any dividend.
Your Company has not accepted any fixed deposits from public during the year underreview.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS
Your Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements asset out by SEBI.
A detailed Management Discussion & Analysis Report and a Corporate GovernanceReport along with certificate from the statutory auditors of the Company in pursuance withcompliance Clause 49 of the Listing Agreements and applicable Regulation of SEBI (listingobligation and disclosure requirements regulations 2015) are attached and form part ofthis Annual Report of the Company.
BOARD OF DIRECTORS
According to section 149 and other applicable provisions of the Companies Act 2013your Board is seeking reappointment of Shri. Alok Kumar Modi as Managing Director of theCompany and he shall hold office for a term of 5 (five) consecutive years up to September30 2021.
B) Meeting of theBoard of Directors
During the financial year ended on March 312016 4 (four) Board Meetings and 1 (one)meeting of Independent Directors was held and the maximum time gap between any two Boardmeetings was less than 120 days. Further details of the meetings of the Board and itsCommittees are given in Corporate Governance Report forming part of the Annual Report.
C) Declaration by Independent Director(s)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under applicable regulationsof SEBI(LODR)2015withthe Stock Exchanges.
D) Board Evaluation
The Company has formulated a policy on performance evaluation of the Directors Boardand its Committees and other individual Directors which shall be based on inter aliacomponents like attendance effective participation domain knowledge access tomanagement outside Board Meetings and Compliance with the Code of Conduct vision andstrategy and benchmark to peers. On the basis of policy for performance evaluation ofIndependent Directors Board Committees and other individual directors a process ofevaluation was carried out.
The Company make presentations to the Board of Directors in order to familiarize themwith their roles rights responsibilities in the Company nature of the Industry in whichit operates Business models of the Company and related matters. Details of suchpresentations are available on companys website.
SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES
The performance and financial information of the subsidiary companies / Joint Ventures/ Associate Companies is disclosed in the Consolidated Financial Statement for thefinancial year ended March 31 2016.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act 2013 read with Regulation 33 ofSEBI (LODR) 2015 and Accounting Standard AS-21 on Consolidated Financial Statement AS-23on Accounting for Investments in Associates and AS-27 on financial reporting of interestsin joint ventures the audited consolidated financial statement for they earended March312016 is provided in the Annual Report.
The details of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report forms part of Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board.
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:
i) in the preparation of the annual accounts for the financial year ended March 312016 the applicable Accounting Standards read with the requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and pursuant to as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for 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 Directors have prepared the annual accounts of the Company for the financialyear ended March 31 2016 on a going concern basis;
v) the Directors have laid down internal financial control to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively; and
vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
RISK ASSESSMENT/ MANAGEMENT
The Company has formulated and adopted a Risk Management Policy. Board of Directors ofthe Company is responsible for the direction and establishment of internal control tomitigate material business risks. The policy is framed to identify element of risks likemisstatement frauds etc and their mitigation for achieving its business objective and toprovide reasonable assurance.
INTERNAL FINANCIAL CONTROLS
The Company has in place well defined and adequate internal financial controlframework. During the year such controls were tested and no material weaknesses in theirdesign or operation were observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year there were no profit from the operations and also due to rehabilitationof unimplemented portion of revival scheme sanction by the BIFR company undertake noinitiative.
The applicable disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is provided in Annexure I to this Report.
The Company promotes ethical behavior in all its business activities. Towards thisendeavor the Company has adopted a policy on vigil mechanism and whistle blower. Companyhas developed a Mechanism where any violation can be report to the Chairman of the AuditCommittee for appropriate resolution. The confidentiality of such reporting will bemaintained and they are not subjected to any discriminatory practice or victimization. TheAudit Committee shall overseas the Vigil Mechanism. The policy on vigil mechanism andwhistle blower is available on Companys website.
RELATED PARTY TRANSACTIONS
The contracts/ arraignment/ transitions by the company during the year under reviewwith related parties were in the ordinary course of business and on arms length basis anddo not attract the provisions of section 188 of the companies Act 2013.
During the year the Company had not entered into any contract/ arrangement/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.
Suitable disclosure as required by the Accounting Standards has been made in the Notesto the Financial Statement. The policy on Related Party Transaction and determiningmaterial Subsidiaries as approved by the Board is uploaded on the companys website.
PARTICULARS OF LOAN GUARANTEES SECURITY OR INVESTMENTS
Details of Loans Guarantee Securities and Investments during the year under revieware given in the Notes to the financial statements pursuant to requirement of underSection 186 of the Companies Act 2013. AUDITOR & AUDITORS REPORT
The Statutory Auditors M/s. PDM and Company Chartered Accountants (Firm RegistrationNo 007966N) New Delhi were appointed as Auditors of the Company for a period of threeyears at the 41th Annual General Meeting held on September 30 2014 and theappointment was subject to ratification at each Annual General Meeting. The Company hasreceived letter from them to the effect that their ratification of appointment ifconsidered will be within the prescribed limits under Section 141(3)(g) of the CompaniesAct 2013 and that they are not disqualified for holding the office of the Auditors.Accordingly the Board recommends ratification of their appointment as Statutory Auditorsof the Company by the Shareholders at the ensuing Annual General Meeting of the Company.
Auditors observations in their Report have been elaborately dealt with in theAuditors Report / Notes on Accounts. The same are self explanatory and do not needany more information/explanation.
Cost Accounting Record Rules and Cost Audit Report Rules are not applicable due to nonfunctional of MTF Plant.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany appointed M/s Sanjay Grover and Associates to conduct the Secretarial Audit. TheSecretarial Audit Report for the financial year ended March 312016 in the prescribedformat is attached and marked as Annexure II with this report. The Secretarial AuditReport is self-explanatory and do not call for any further comments. The SecretarialAuditors Report does not contain any qualification reservation or adverse remark.
The information required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5 (1) (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.(Annexure-III)
EXTRACT OF ANNUAL RETURN
Extracts of the Annual Return in the prescribed format is attached with this report andmarked as Annexure IV.
Since there was no production there is no information required to be given for energyconservation technology absorption fuel consumption etc. u/s 134(3) (m) of the CompaniesAct 2013. Information about foreign exchange earnings is nil and outgo is Rs 84.79Lacsduring the year under review
Your Directors place on record their sincere thanks for support and co-operation fromthe Honble BIFR/AAIFR Banks UP Government and other Government Authorities andshareholders during the year period review. Your Directors also appreciate services ofexecutives and staff of the Company for unstinted support in revival of the Company.
| ||For and on behalf of the Board of Directors |
|Place : New Delhi ||Vinay Kumar Modi |
|Date : August 12 2016 ||Chairman |