Modern Converters Ltd.
|BSE: 539762||Sector: Financials|
|NSE: N.A.||ISIN Code: INE250S01015|
|BSE 00:00 | 12 Aug||Modern Converters Ltd|
|NSE 05:30 | 01 Jan||Modern Converters Ltd|
|BSE: 539762||Sector: Financials|
|NSE: N.A.||ISIN Code: INE250S01015|
|BSE 00:00 | 12 Aug||Modern Converters Ltd|
|NSE 05:30 | 01 Jan||Modern Converters Ltd|
For The Financial Year 2020-21
The Board of Directors hereby submits the 75th Annual Report of the business andoperations of the Company alongwith the Audited Financial Statements for the financialyear ended 31st March 2021.
1. Results of our operations:
Amount in Rupees
The Directors have not recommended any dividend for the financial year under referenceand no transfer is proposed to be made to Reserves.
COVID-19 Pandemic Approach & Impact
The global health pandemic disrupted daily lives livelihoods businesses and economiesworld over orchestrating an uncertain situation on account of endless lockdowns of citiesand countries. This unprecedented event caused an operational and financial dent tobusinesses of allsizes and statures challenging frameworks and continuity plans. Toensure safety of people and continuity of operations businesses resorted to immediateviable measures like remote working and cost reductions to stay afloat and sustain withrestrictions easing and commercial activity gradually picking up across the countrybusiness sentiment is showing positive signs of recovery. But will it ever be like before?The pandemic has forced change: economic societal and commercial. It is imperative torevaluate existing plans remodel to sustain factor in resilience to overcome futurechallenges of similar velocity and most importantly adapt to the 'New Normal'.
Particulars of Loans Guarantees or Investments
Details of loans guarantee or investments made by your Company if any under Section186 of the Companies Act 2013 during the financial year 2020-21 is appended in the notesto the Financial Statements that form part of this Annual Report.
Brief description of the Company's working during the year State of Company's affair
The Company being a trading company is currently engaged in trading and investment inshares & securities.
Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company. Hencestatement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures pursuant to first proviso to sub-section (3) of section 129 readwith rule 5 of Companies (Accounts) Rules 2014 under Form AOC-1 is not applicable to theCompany.
2. 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 Securities
The company has not issued any equity shares on preferential basis during the year.
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
4. Related Party Transactions
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 year 2020-21therefore the Form AOC-2 is not required to be annexed to this Report.
5. Material Changes and Commitments if any affecting the Financial Positionbetween the endof the financial year and date of the report
No material changes and commitments which can affect the financial position of theCompany occurred between the end of the financial year of the company and the date of thisreport. There is no Change in the nature of business of company during the financial year.
6. 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. We also endeavor to enhancelong-term shareholder value and respect minority rights in all our business decisions.
Pursuant to Regulation 15 of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in Regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D andE of Schedule V of SEBI (LODR) Regulations 2015 shall not apply in respect of thelisted entity having paid up equity share capital not exceeding rupees ten crore and networth not exceeding rupees twenty five crore as on the last day of the previous financialyear.
Thus due to non-applicability a separate report of Corporate Governance providing thedisclosures as required under para C of Schedule V has not be provided in this Annualreport.
During the period under review Mr. Jashandeep Singh along with (1)Jetra InfrastructurePrivate Limited (2) Vaishali Mulay and (3) Shashikant Bhoge through OPEN offer asmandated under the SEBI SAST 2011 acquired 1149646 equity shares of face value of Rs.10/-each aggregating 37.20 % and accordingly took over the management control of the company.
Changes in Directors and Key Managerial Personnel
During the financial year there were no changes in the composition of the Board ofDirectors and Key Managerial Personnel.
But there is reconstitution in the Board after 31 st March 2021:-
1. Sukhdeep Singh (DIN:07722411) has been appointed as an additional director to theBoard w.e.f. 07-04-2021;
2. Shashikant Gangadhar Bhoge (DIN: 05345105) has been appointed as an additionaldirector to the Board w.e.f. 16-04-2021;
3. Vaishali Sahebrao Mulay (DIN: 06444900) has been appointed as an additional directorto the Board w.e.f. 16-04-2021;
4. Pankaj Kumar Agarwal (DIN: 05131265) has been resigned from the Board w.e.f.16-04-2021;and
5. Twinkle Agarwal company secretary has resigned from the Board w.e.f.01-07-2021.
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. TheSchedule IV of the Companies Act 2013 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.
Reg. 17 of SEBI (LODR) Regulations 2015 of mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors.
Schedule IV of the Companies Act 2013 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.
Pursuant to the provisions of section 134(3)(p) of the Companies Act 2013 theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.
The evaluation framework for assessing the performance of directors of your companycomprises of contribution at meetings strategies perspective or inputs regarding thegrowth and performance of your company among others.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
Details of program for familiarization of Independent directors of the company areaccessible on yours company website.
8. Number of Board Meetings:
Five Meetings of the Board of Directors were held during the financial year 2020-21.These were held on the following dates:
9. Independent Directors' Meeting
During the year under review Independent Directors met on January 18th 2021inter-alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board aswhole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.
Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.
10. Managerial Remuneration:
During the year Company incurred Losses and has not provided any ManagerialRemuneration to the Directors.
Particulars of Employees:
Provisions of Section 197 of the Act read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable asno employee or Director of the Company was in receipt of such remuneration as prescribedunder the said Rules.
11. Familiarization Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarization Programme for Independent Directors (IDs) to familiarize themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives.
12. Details of establishment of vigil mechanism for directors and employees
The Company has a whistleblower mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics.
13. Corporate Social Responsibility (CSR)
During the year your Company does not fall in any of the criteria specifies in pursuantto Sub Section 1 of Section 135 of the Companies Act 2013 the disclosure/reporting asapplicable to CSR companies is not applicable to the Company. However the Companystrives to make constant efforts to contribute to the Society by trying to achieve abalance of economic environmental and social imperatives while at the same timeaddressing the expectations of shareholders and stakeholders.
14. Code of conduct for prevention of insider trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons if any are placed before the
Audit Committee on a quarterly basis. The Company has also adopted a Code of CorporateDisclosure Practices for ensuring timely and adequate disclosure of Unpublished PriceSensitive Information by the Company to enable the investor community to take informedinvestment decisions with regard to the Company's shares.
15. Compliance with Secretarial Standards
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meeting and General Meeting.
16. Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
17. Order of Court
During the period under review there were no significant and material orders passed byregulators or courts or tribunals impacting the Company are going concern status and itsfuture operations.
18. Sexual Harassment of Women At Work Place
The Company has in place the requisite Internal Committee as envisaged in the SexualHarassment of Women at Workplace [Prevention Prohibition and Redressal] Act 2013. NoComplaints on the issues covered by the above Act were received during the year.
19. Audit Committee:
Audit Committee meeting is generally held for the purpose of recommending theQuarterly half yearly and yearly financial result. Additional meeting is held for thepurpose of reviewing the specific item included in terms of reference of the Committee.Mrs. Rashmi Dalmia acts as the Chairman of the Committee. 29-06-2020 04-09-202006-11-2020 and 18-01-2021. These meetings were well attended. As on 31st March 2021following are the members of the Committee.
The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.
20. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. The Committee met once during the year under review on04-09-2020 which was well attended. Mrs. Rashmi Dalmia acts as the Chairman of theCommittee. As on 31st March 2020 following are the members of the Committee.
21. Stakeholders Relationship Committee:
The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholder's/ Investor's Grievances if any like Transfer /Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;Dividend Warrants; etc. Mrs. Rashmi Dalmia acts as the Chairman of the Committee. TheCommittee met four times during the year under review: 29-06-2020 04-09-2020 06-11-2020and 18-01-2021. These meetings were well attended. As on 31st March 2020 following arethe members of the Committee.
22. 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 the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
Extract of the 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-II to the Board's report.
Management Discussion & Analysis Reports
The Management Discussion & Analysis Report has been annexed with the report asAnnexure-I.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat
(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 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 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.
23. Auditors Statutory
Shareholders at the Company's 73rd Annual General Meeting appointed M/s Ghosh &Ghosh Chartered Accountants (Firm Regn. No 306020E) as Statutory Auditors of the Companyfor a period of five years from the conclusion of that Annual General Meeting.
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport are given.
The requirement for the annual ratification of auditors & appointment at the AGMhas been omitted pursuant to Companies (Amendment) Act 2017 notified on May 07 2018.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder Ms Rekha Agarwal was appointed as the SecretarialAuditors of the Company to carry out the secretarial audit for the year ending 31st March2021. There is no qualification reservation or adverse remark or disclaimer made by thecompany secretary in the secretarial audit report. The Secretarial Audit Report has beenannexed with the report as Annexure-III.
M/s Mahansaria & Associates Chartered Accountants Internal Auditor has submitteda report based on the internal audit conducted during the period under review. TheInternal Auditor has not reported any qualification reservation or adverse opinion duringthe period under review.
24. 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.
25. Maintenance Of Cost Records:
The provisions relating to maintenance of cost records are not applicable to theCompany.
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. Your Directors gratefully acknowledge the on-going co-operation andsupport provided by the Central and State governments and all Regulatory Authorities. YourDirectors also place on record their deep sense of appreciation to all employees for theirdedicated services rendered at various levels.