Modern India Ltd.
|BSE: 503015||Sector: Others|
|NSE: N.A.||ISIN Code: INE251D01023|
|BSE 00:00 | 04 Jun||Modern India Ltd|
|NSE 05:30 | 01 Jan||Modern India Ltd|
|BSE: 503015||Sector: Others|
|NSE: N.A.||ISIN Code: INE251D01023|
|BSE 00:00 | 04 Jun||Modern India Ltd|
|NSE 05:30 | 01 Jan||Modern India Ltd|
Your Directors are pleased to present the Eighty Sixth Annual Report along with AuditedStatement of Accounts for the Financial Year ended 31st March 2020.
FINANCIAL RESULTS (` in lakhs)
GENERAL INFORMATION ABOUT THE COMPANY
The Company has various business verticals inter alia Real Estate and InfrastructureDevelopment Power Generation Background Verification Commodities Trading Internationalprocurement solutions amongst others.
The economic impact of the 2019 20 coronavirus pandemic in India has been largelydisruptive.
Our results have been impacted in a very severe manner. The first three quarters wereaverage and the Company was looking forward to a good last quarter however the pandemicstruck and all business worldwide went for a toss and all economic activity came to agrinding halt with lock downs being announced by all countries to counter the pandemic. InIndia our operations were disrupted right from Feb 2020 and with the restriction in Marchand finally the overall lockdown post 22nd March 2020 all activity stopped. Ourperformance was also impacted as both our subsidiaries also faced the blunt of thepandemic. Hiring was down to a trickle and this affected the business operation ofVerifacts Services. Our subsidiary in HongKong was also affected as China too was underlockdown and business was shut to tackle the outbreak of the virus. The world is wary ofChina and its products and hence business of the company has been affected. However itshould be noted that the Management has taken all necessary action to tackle this adversephase the priority is its human resources which is being cared for and despite thedownward trend in revenues no employee has been terminated. The Management is of the viewthat once the lockdown opens up and the economy slowly gains steam our Company will beback with a new vigour and this will reflect in its performance.
The performance of the Company during the year under review the revenue from operationwas Rs4465.30 as compared to Rs7658.17 the previous year 2018-19. Company has incurredlosses to the tune of Rs (2156.44) during the year under consideration which iscomparatively very high to the loss suffered in the year 2018-19. This loss is mainly dueto fair valuation and reversal of differed tax assets.
EVENTS DURING THE YEAR UNDER REVIEW
Update on Construction at Modern Centre:
During the year under reviewShore piling excavation work foundation work is over inrespect of one Tower. Now Basement RCC work is in progress. Company has also got approvalfor 3 FSI plans. MCGM and Environment clearance has also been received. Presently 1.33 FSIplans are operational and in due course of time plans for remaining FSI plan will be madeoperational gradually based on the progress of construction activities at the site.
About 150 to 200 construction workers were working at site besides team of Engineersand Contractor. One person of the Company undertakes visit to the site on weekly basis andtakes photographs of the site and keeps the Company updated about the progress at site.However now the projects have been delayed due to the coronavirus (COVID-19) pandemic asmigrant workers left cities and supply of construction material has stopped. As a resultconstruction activities are set to be delayed due to the shortage of labour and a morepronounced liquidity crisis.
Update on NSEL crisis:
As informed earlier our Company along with three others had instituted a RepresentativeSuit in the Hon'ble Bombay High Court inter alia against 63 Moons Technologies Limited(erstwhile Financial
Technologies (India) Limited(FTIL)). During the year under review SLP (special LeavePetition)was filed by EOW against the order of Bombay High Court order in the matter ofapplicability of MPID to NSEL was yet to be heard by the Supreme Court of India. Howeverstatus quo ordered in the matter was continuing.L. J. Tanna and others were pursuing thematter of release of funds lying with Competent Authority High Court appointed CommitteeMPID Court and Bombay High Court to the investors however there was no clarity about thetime and mode of payment in favour of investors. Main motion pertaining to recovery ofsums isyet to be heard.
Update on Solar Power Plant:
The crisis caused by the COVID-19 have considerably disrupted our operations in thisarea.
Company's solar power generation unit is situated at Satara and is operating at itscapacity however since the national lockdown has been implemented the off take off powerhas come to an halt and therefore the company is now supplying the same to the grid whichin turn results in lesser revenue generation. REC Market has fallen through and rateshave crashed as there are almost negligent buyers due to lockdown which has led to closureof economic activities.
Update on Investments:
During the year under review Modern International (Asia) Limited a wholly ownedsubsidiary of the Company has incorporated a new company in Vietnam naming it ModernInternational (Vietnam) Company Limited with the investment of USD15000 In view of thisModern International (Vietnam) Company Limited being subsidiary of the ModernInternational (Asia) Limited now becomes a step down subsidiary of the Modern IndiaLimited.
As informed earlier that Company has made an investment in Crediwatch InformationsAnalytics Private Limited. During the year under review Series A funding of US $ 3.2Million is received by the Crediwatch during October 19 at pre money valuation of`74Crores.
Modern's CCPS conversion into shares of the company is freezed @ `806.31 per share. NewInvestor ARTIS Lab and Abstract Ventures have subscribed to CCCP to be converted intoshares @ `890.18 per share.
Update on CSR activities:
Considering losses in financial year 2017-18 2018-19 2019-20 no funds could beallocated for Corporate Social Responsibility for the financial year 2020-21. However theCompany intends to carry out Corporate Social Responsibility activities in due course oftime.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There are no changes in the nature of Business during the year under review.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
The operations of the Company were disturbed due to the Corona Virus Pandamic becauseof which lockdown was imposed by the government as a result it affected our financialresults apart from what has stated herein no major event has occurred subsequent to thedate of financial statements.
DIVIDEND AND RESERVES
Despite the losses incurred in the earlier year your directors have been striving andhave paid dividend without fail however due to the current scenario and losses incurredduring the year under review the Management is of the view that no dividend be paid andthat the funds of the company be preserved and be utilised to restart the businessactivities post the lockdown the Directors of the Company also are in agreement that thefunds and resources of the company should be preserved and reinvested back into thebusiness for its growth and better returns in future. Therefore in view of this noDividend is recommended for the year 2019-20.
The Company has free reserves (including retained earnings)of `(1168.16) lakhs as on31st March 2020.
BOARD MEETINGS AND ATTENDANCE
Details of the Directors their meetings attendance etc have been given in theCorporate Governance Report (ANNEXURE -6) which forms a part of this Annual Report.
DIRECTORS AND KEY MANANGERIAL PERSONNEL
The Companies Act 2013 requires that the Independent Directors of the Company meet atleast once a year without the presence of Executive Directors the Non Executive Directoror the Management or the Promoters of the Company.
The Independent Directors of our Company have met once during the year on 19.03.2020.
The Nomination and Remuneration Committee and the Board of Directors have carried outthe annual performance evaluation of all the Directors including Independent DirectorsNon-executive non-Independent Directors and Chairman and Managing Director and the Boardas a whole.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 and under Regulation 25(8) of theSEBI(Listing and Obligation Requirement) Regulations2015 stating that the IndependentDirector of the Company meet with the criteria of their Independence as laid down underSection 149(6) of the Companies Act 2013 and are bound by the obligations as mentionedunder Regulation 25(8) of the SEBI(Listing and Obligation Requirement) Regulations2015
COMMITTEES OF THE BOARD
The Companies Act 2013 provides for the formation and duties of various committees ofthe Board the Company in compliance with the Act already has the following Committees inexistence as on 31st March 2020 and all the committees have specific rolesduties and responsibilities.
The following are the various Committees of the Board viz.
Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee Risk Management Committee andInvestment and Finance Committee. Details of the meetings held and attendance at thevarious committee meetings are given in the Corporate Governance Report which forms a partof this Annual Report.
The Audit Committee was constituted in January 2001 and has been reconstituted fromtime to time. The current strength of the Audit Committee is four members. All the membersof the Audit Committee are Non-Executive Directors. Two-thirds of the members of theCommittee are Independent Directors. All the members of Audit Committee are financiallyliterate and possess accounting and related financial management expertise.
The Audit Committee consists of:
The Chairman &Managing Director of the Company is a permanent Invitee of the AuditCommittee. At the invitation of the Committee representatives from various divisions ofthe Company Internal auditors Statutory Auditors and Chief Financial Officer also attendthe Audit Committee meetings to respond to queries raised at the Committee meetings. Shri.ParindBadshah Vice President and Company Secretary acts as the Secretary to the AuditCommittee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted in April 2002 and has beenreconstituted from time to time. The Committee currently comprises of four directors wheremajority are Independent Directors. The Nomination and Remuneration Committee comprises:
The terms of reference of the Nomination and Remuneration Committee include reviewingand recommending the terms of remuneration payable to the Executive Director the KeyManagerial Personnel (KMPs) based on the evaluation of their performance and seniormanagement personnel including executives holding office of profit. The Committee alsoevaluates the performance of the Board of Directors. Shri.ParindBadshah Vice Presidentand Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.
The Company has adopted a revised Remuneration Policy for Directors Key ManagerialRemuneration and other employee formulated by the Committee for determining QualificationPositive Attributesand Independence of a Director and others which is available on thewebsite of the Company www.modernindia.co.in
STAKEHOLDERS RELATIONSHIP COMMITTEE
According to the provisions of section 178(5) of the Companies Act 2013 and theCompanies (Meetings of Board and its Powers) Rules 2014 every company having more than1000 shareholders/ debenture holders/ deposit holders and any other security holders isrequired to have a "Stakeholders Relationship Committee". However the saidcommittee was constituted in June 2002.
The Stakeholders Relationship Committee considers and resolves the grievances ofsecurity holders of the Company. The Committee consists of the following directors:
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the Provision of Section 135 of the Companies Act 2013 and the Companies(Corporate Social
Responsibility Policy) Rules 2014 the Company has formed a "Corporate SocialResponsibility Committee" was constituted in May 2014 consisting of the followingDirectors:
The Committee is authorized to do all such acts deeds and things which may benecessary for performing the duties and responsibilities defined under section 135 of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014. They plan and execute the various CSR activities to be undertaken by the Company.
RISK MANAGEMENT COMMITTEE
The Company has formed a risk management committee (though not mandated)constituted inOctober 2014 to evaluate the various risk factors faced by the organization and how thesame can be mitigated. The Committee comprises of the following directors:
INVESTMENT AND FINANCE COMMITTEE
The Investment and Finance Committee was constituted in August 2017. The Committeecurrently comprises of three directors and Presidents of the Company. The Investment andFinance Committee comprises:
The terms of reference of the said Committee is to exercise powers of investment as perlimits approved by the Board of Directors of the Company review the Company's financialpolicies risk assessment and minimization procedures approve opening and operation ofInvestment Management Accounts with Banks Financial Institutions PMS etc. ApproveOpening Closing and changes in signatories of the regular accounts with the banks for thepurpose of carrying out business operations of the Company exercise powers to borrow fundas per limits approved by the Board of Directors for the purpose of working capitalrequirements and strategic investments Review regularly and give recommendations aboutchanges to the charter of the Committee to delegateAuthority from time to time to theexecutives/ Authorized personnel to implement the Committee's decision carry out anyother functions as is mandated by the Board from time to time and/or enforced by anystatutory notification amendment or modifications as may be applicable.
The Companies Act 2013 envisages a Vigilance Mechanism and accordingly keeping in viewthe above a
Whistle Blower Policy ("the Policy") has been formulated with a view toprovide a mechanism for employees of the Company to approach and report the Violation to:-
All complaints / reports under this Policy will be promptly and appropriatelyinvestigated and all information disclosed during the course of the investigation willremain confidential except as necessary to conduct the investigation and take anyremedial action in accordance with applicable law.
During the year the Company had not received any complaints
POLICY ON PREVENTION OF SEXUAL HARASSMENT:
To reinforce the Company's position as an equal opportunity employer and in the lightof the increasing gender diversity it was felt necessary to articulate the Company'scommitment by providing a workplace free of sexual harassment and therefore Company hasadopted a policy statement on prevention of sexual harassment which is in Compliance withthe Sexual harassment (Prevention Prohibition and Redressal) Act 2013 and Supreme CourtDirectives.
The Internal Complaints Committee comprises of the following members :
The Committee organize awareness programmes within the organisation.
During the year the Company had not received any complaints necessary reports asrequired under law are filed with the statutory authorities.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Directors hereby statethat:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure.
ii) appropriate accounting policies have been selected and applied them consistentlyand the judgments and estimates made are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofits profit for the year ended as on that date;
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
v) Internal Financial Control have been followed by the Company and that such InternalFinancial Controls are adequate and are operating effectively.
vi) Directors have devised proper system to ensure Compliance with the provisions ofall applicable laws and that such system are adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
Detailed note on Internal Financial Control is given in the Management DiscussionAnalysis which a part of this report. The Statutory Auditors M/s. Khandelwal Jain and Co.Chartered Accountants also carry out the Audit of Internal Financial Controls overFinancial Reporting as required under the Act and the Auditors have given their report tothe Board and based on which the Directors have stated in their Directors ResponsibilityStatement that the Internal Financial Control have been followed by the Company and thatsuch Internal Financial Controls are adequate and are operating effectively.
REPLY TO AUDITORS QUALIFICATION
With reference to the amount of` Rs 1348.48 Lakhs (net of Rs 104.64 lakhs recoveredtill date) is outstanding as trade receivables in respect of commodity tradingtransactions on NSEL considering the uncertainties involved in making any reliableestimate of amount recoverable provision if any will be considered at an appropriatetime other basis of resultant outcome. Until then the dues are considered good.
MODERN INTERNATIONAL (ASIA) LIMITED HONG KONG (MIAL)
Modern International (Asia) Limited [MIAL] is actively involved in the B2B segmentBusiness. MIAL sources products viz textile machinery furniture luggage building/construction material gift articles etc primarily from China and other Countries andexports it to its clientele in other countries. In the Beginning of the year 2019-20Company saw an increase in the revenue and profits earned by the Company despite thedownturn in the Chinese economy. However things started getting worse when COVID-19 hitthe Country and soon spread to the other countries. Also due to pandemic many shipmentswere deferred leading to weak quarter 4 results.
The Company achieved sales/ turnover of US $ 15875949 for the year 2019-20 asagainst US$ 13755023 for the year 2018-19 .Efforts are being taken to increase theturnover in the coming year. The Company will continue to monitor the situation closelyand take appropriate action as per regulatory guidelines.
STEPDOWN SUBSIDIARY - Modern International (Vietnam) Company Ltd
As informed earlier during the year under review Modern International (Vietnam)Company Ltd which was incorporated on 17th October 2019 and it became step downsubsidiary of our Company During the year Modern International (Vietnam) Company Ltd hassuffered a loss of VND 88799588. The Company is yet to start full operations and thisloss is due to the general expenses incurred in setting up the organisation and itsadministration.
VERIFACTS SERVICES PRIVATE LIMITED
Verifacts Services Private Limited is a human resources consulting company providingbackground/ antecedents verification services. The Company has started various otheressential services like online chat facility to interact with existing and prospectiveclients Moreover the Company is under negotiations with some of the giant corporateentities for extending their services. As informed earlier that Modern India Limitedacquired remaining 24% stake in Verifacts Services Private Limited therefore it is awholly- owned subsidiary of Modern India Limited.
Due to COVID-19 pandemic there is reduced hiring at this moment by client companiesand this has had a negative impact on our revenue generation due to which quarter 4results were affected and this is reflecting in the financial results for the year ended31st March 2020. It is important to note that during the current financial year theclients are being serviced by the team under the work from home policy wherever possibleand the company has resumed services in Bengaluru after the state government has easedlockdown restrictions. The operations are being carried out in accordance with theguidelines issued by the regulatory.
During the year under review the Verifacts has achieved a marginal increase inturnover ` 2019.48 lakhsas compared to `1886.39 lakhs during thecorresponding previous year. The profit after tax is `49.39as compared to `107.64lakhs in the corresponding previous year. The turnover has increased by 7.06% and theprofit after tax has decreased by 53.12% due to increase in finance and depreciationexpenses.The Company's strategic business decisions are showing positive results and it isexpected that it will show an upward march
The Company does not have any associate companies nor does it have any existing jointventure as on 31st March 2020.
Details of the Companies which have become / ceased to be its Subsidiary/ JV/ AssociateCompany.
During the year no other company became / ceased to be the subsidiary / JV / AssociateCompany. It should be noted that during the year the Company received the order of mergerfrom NCLT where by two subsidiaries namely Modern India Free Trade warehousing Pvt Ltd andModern India Property Developers Ltd merged with the company and therefore the company nowhas only two fully owned subsidiary and one step down subsidiary.
Details of existing subsidiaries are given below:
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
*Total Investments of US$ 15000 made in Modern International (Vietnam) Company
Ltd hence it became wholly owned subsidiary of Modern International (Asia) Ltd and stepdown subsidiary of Modern India Ltd
EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and rules 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return inMGT-9 is annexed herewith as ANNEXURE-1.
M/s. Khandelwal Jain and Company Chartered Accountants (FRN105049W ) the existingStatutory Auditor of the Company was appointed as auditor by the Members to hold officefrom conclusion of 83rdAnnual General Meeting until conclusion of 88thAnnualGeneral Meeting.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report as provided by M/s. Parikh & Associates PracticingCompany Secretaries is annexed to this Report as ANNEXURE -2.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGOINGS.
In compliance with the provisions of Section 134 read with Companies (Accounts) Rules2014 a statement
giving requisite information is given in ANNEXURE A' forming part of thisReport.
FIXED DEPOSITS: During the year under review the Company has neither accepted norrenewed any Fixed Deposits under Section 73 & 74 of the Companies Act 2013.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT OR TRIBUNALS
There are no significant and material orders passed by the regulators or Court orTribunals impacting the going concernstatus and the Company's operations in future.
PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS
The Company have duly complied with the Provision of the Companies Act 2013 and theCompany has taken / given
SECURED LOANS (Taken)
GUARANTEES: Corporate Guarantee for USD 5 million given to Indian Overseas Bank forcredit facility availed by overseas Subsidiary Modern International (Asia) Limited
SECURITIES EXTENDED: Secured by Hypothecation of investments in units of Mutual Fund.
RISK MANAGEMENT POLICY
Risk is an integral and unavoidable component of business and the Management iscommitted to managing the risk in a proactive and effective manner. The Board of Directorsin its Meeting held on 18.05.2015 constituted the "Risk Management Committee"and adopted the Risk Management Policy. The objective is to identify and mitigate therisk. The Company has adopted a systematic approach to mitigate risk associated withaccomplishment of objective operations revenues and regulations.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Board of Directors in its meeting held in May 2014 constituted "CorporateSocial Responsibility Committee"(CSR) and adopted the Corporate Social ResponsibilityPolicy.
In view of the losses incurred by the Company in the financial year i.e. 2017-182018-19 2019-20 for the years 2020-21 no amount is available for spending towardscorporate social responsibility.
ANNUAL REPORT ON CSR is annexed in ANNEXURE -3
PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
Details of contracts and arrangements with related parties is given in form AOC-2 asANNEXURE-4
FORMAL ANNUAL EVALUATION
The Board of Directors pursuant to Section 134 (3)(p) of the Companies Act 2013conducts an evaluation of the Board as a whole its Committees as well as the performanceof each individual director in the first meeting of the Board in the new financial year.The Independent directors at their meeting held in March 2015 had laid down the criteria /parameters for conducting the said evaluation which was accepted by the Board andthereafter the evaluation was conducted. The performance of the Directors and their roleand the performance of the Committees were found satisfactory and in turn the overallperformance of the Board was also satisfactory.
DISCLOSURE ABOUT COST AUDIT
Cost Audit is not Applicable to the Company.
RATIOS OF REMUNERATION TO EACH DIRECTOR
The Directors of the Board receive sitting fees for attending the meeting of the Boardand its various Committees. Shri Vijay Kumar Jatia who is the Chairman and ManagingDirector of the Company pursuant to Section 196 197 and the Amended Schedule V of theCompanies Act 2013 draws the remuneration of `
1.68 Crore per annum. During the year Shri. Vijay Kumar Jatia drew a total remunerationof Rs 17926339/- the excess amount was received by him was due to leave encashment.
In view of this only one ratio of remuneration of the director (Managing Director)with the median of the employees is possible which is enclosed as ANNEXURE- 5.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fees for the year 2020-2021 toBombay Stock
Exchange where the Company's Shares are listed.
In compliance of Regulation 34 and 53 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements)Regulations 2015 with the Bombay Stock ExchangeLimited a Report on Corporate Governance along with a Certificate of the Auditors onCorporate Governance is annexed to this Report marked as ANNEXURE -6.
The Company follows Secretarial Standards I & II as per government notificationwell within the prescribed manner.
Compliance with Secretarial Standards During the year under review the Company hascomplied with all the applicable Secretarial Standards.
ISSUE OF SWEAT EQUITY SHARES/ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS/ISSUE OF SHARESUNDER EMPLOYEES STOCK OPTION SCHEME.
The Company has not issued any sweat equity shares/Issue of Shares with DifferentialRights/Issue of
Shares under Employee's stock option scheme during the year under review i.e 2020-21.
DISCLOSURE ON PURCHASE BY COMPANY OR GIVING OF LOAN BY IT FOR PURCHASE OF ITS SHARES.
The Company has neither purchased nor given any loan to anyone for purchase of itsshares.
BUY BACK OF SHARES
The Company has not considered any proposal for buyback of shares during the year underreview.
MANAGEMENT DISCUSSION AND ANALYSIS
As per the requirement of Regulation 34(2) and 53(f) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements)Regulations2015 the ManagementDiscussion and Analysis of the events which have taken place and the conditionsprevailed during the period under review are enclosed in ANNEXURE - B to thisReport.
Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email addresses are available with the Company. YourCompany would encourage other Members also to register themselves for receiving AnnualReport in electronic form.
Your Directors wish to place on record their sincere thanks to the Valued CustomersSuppliers Bankers Central Government State Governments and various Consultants andBusiness Associates for their continued support co-operation and guidance during the yearunder review. Your Directors also wish to thank their employees and executives at alllevels for their valuable contributions.