Your Directors take pleasure in presenting the 24 Annual Report of the Company togetherwith the Audited Accounts and Auditors Report for the financial year ended 31 March 2018.
The performance of the Company on Standalone basis for the financial year ended 31March 2018 is summarized below:
|PARTICULARS ||AMOUNT (in Rs.) |
| ||2017-18 ||2016-17 |
|Total Income ||245210398.00 ||225391357.00 |
|Less : Total Expenditure ||239136912.00 ||219368460.00 |
|Profit / (Loss) ||6073486.00 ||6022896.00 |
|Less : Provision for Taxation ||1157303.00 ||1147663.00 |
|Less : Deferred Tax Liability/(Assets) ||620846.00 ||(1489117.00) |
|Profit / (Loss) after Taxation ||4295337.00 ||6364350.00 |
During the financial year under review the Company has earned a total income of Rs.245.21 Million as against Rs. 225.39 Million for the previous financial year. Totalexpenditure amounted to Rs. 239.14 Million as against Rs. 219.37 Million for the previousfinancial year. The Company has incurred a net profit of Rs. 4.30 Million as against a netprofit of Rs. 6.36 Million for the previous financial year. During the financial yearunder review the performance of the Company has been satisfactory. Your directors arelooking for avenues and making continuous efforts to expand the business of the Company.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial yearunder review.
For augmentation of funds for potential expansion and better future prospects in thebusiness of the Company your Directors do not recommend any dividend for the financialyear under review.
TRANSFER TO RESERVES
Pursuant to the provisions of Section 123 of the Companies Act 2013 your Directorshave decided to transfer the profits for the financial year under review to Reserves andSurplus with a view of escalation of resources for the business of the Company.
The Company has not accepted any Deposit within the meaning of Chapter V of Section 73of the Companies Act 2013 read with Companies
(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interestwas outstanding as on the Balance Sheet date.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company did not give any loan or provided any guarantee or security under theprovisions of Section 186 of the Companies Act 2013 during the financial year underreview. However particulars of investments made during the financial year under revieware provided in Note 11 of the Audited Standalone Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. There are no materially significant relatedparty transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company or whichwarrants the approval of the shareholders. Accordingly no transactions are being reportedin Form AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with RelatedParty are provided in the Company's financial statements in accordance with the AccountingStandards.
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's web link at
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the financial year under review your Company had one wholly owned subsidiarycompany viz. Modex International Securities (IFSC) Private Limited and one associatecompany viz. Modex Commodity Trades Private Limited. A statement containing the salientfeatures of the financial statement of the subsidiary and associate companies as perSection 129 (3) of the Companies Act 2013 is provided as Annexure- A to the ConsolidatedFinancial Statements and therefore not annexed to the Board's Report to avoid duplication.The Financial Statements of the subsidiary and associate companies will also be availablefor inspection during the business hours at the Registered Office of the Company.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION (SECTION 178)
The Company has in place the Nomination and Remuneration Committee. The Company hasfurther formulated the Nomination and Remuneration Policy on directors' appointment andremuneration including the criteria for determining qualifications positive attributesand independence of directors. The other details form part of the Corporate GovernanceReport.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time a statement showing (i) the names and other particulars of topten employees and employees drawing remuneration in excess of the limits set out in thesaid Rules and (ii) the disclosures relating to remuneration and such other details asrequired under the said Rules forms part of this Report. However having regard to theprovisions of the first proviso to section 136(1) of the Act the Board's Report excludingthe aforesaid statements is being sent to the Members of the Company. The said informationis available for inspection on all working days during business hours at the RegisteredOffice of the Company up to the date of ensuing Annual General Meeting. Any memberinterested in obtaining the said statements may write to the Company Secretary at theRegistered Office of the Company in advance and the same will be furnished upon request.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company does not own any manufacturing facility. The information pursuant toSection 134 (3) (m) of the Companies Act 2013 read with the
Companies (Accounts) Rules 2014 relating to Part A- Conservation of Energy and Part B-Technology Absorption are not applicable to the
Company. However Foreign Exchange earnings and outgo as stipulated in Part C of thesaid Rules were NIL during the financial year under review.
RISK MANAGEMENT POLICY OF THE COMPANY
Risk management and control forms an integral part of the business planning and reviewcycle. The Company has designed and formulated Risk Management Policy to identify andevaluate business risks and opportunities. This policy seeks to create transparencyminimize adverse impact on the strategic and financial business objectives and enhanceCompany's competitive advantage and also provide reasonable assurance that objectives aremet by complying with all the applicable provisions of the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Company has proper confidentialities and privacy policies tocontrol risk elements.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Pursuant to Section 135 of the Companies Act 2013 Corporate Social Responsibility isnot applicable to the Company. Thus there is no requisite to constitute a committeeformulate the policy and spend amount on Corporate Social Responsibility.
The growing influence of the Information Technology as an enabler of business intoday's time has made use of Information Technology indispensable. Information Technologyhaving made inroads into majority of industries has left no aspect of our business andlife untouched. In due recognition of the key role played by Information Technology inrevolutionizing the world the Company has in place various softwares and systems whichwill aid in building sustaining and expanding its competitive edge. Your Company firmlybelieves that inclination towards technology will improve the operational efficiency andreduce the manpower cost by a significant margin ensuring maximum reach. The culture ofan organization impacts the business growth and we are moving towards technology drivenculture.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND
REDRESSAL) ACT 2013
Your Company is committed towards providing a healthy environment and thus does nottolerate any discrimination and/or harassment in any form. The Company has in place anInternal Complaints Committee to prevent sexual harassment of women at workplace andredress the complaints in this regard if any. During the financial year under review theCompany did not receive any such complaint.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Sharda Gupta ceased to be an Independent Director of the Company w.e.f. 7February 2018 consequent to the resignation tendered by her.
Mrs. Sarika Chawla was appointed as an Additional Director on the Board of the Companyat the meeting held on 28 March 2018. In terms of the provisions of the Companies Act2013 and the Rules made thereunder she holds office up to the date of ensuing AnnualGeneral Meeting. The Company has received a notice in writing along with the requisitedeposit from a member under Section 160 of the Companies Act 2013 signifying theintention to propose the candidature of Mrs. Sarika Chawla for the office of IndependentDirector of the Company. The Board recommends her appointment.
During the financial year under review Mr. Sanjay Mohan Uniyal one of the IndependentDirectors of the Company left for heavenly abode on 22 June 2017. The Board would like toexpress its deep condolence towards the sad demise of Mr. Sanjay Mohan Uniyal and alsoexpresses the rich tribute towards the contribution made by him during his tenure as theDirector of the Company.
In terms of the provisions of the Companies Act 2013 Mr. Pavan Sachdeva is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offers himselffor reappointment. The Board is of the view that his continued association will provebeneficial for the growth and development of the Company. The Board recommends hisre-appointment at the ensuing Annual General Meeting.
A brief profile of Mr. Pavan Sachdeva and Mrs. Sarika Chawla as stipulated underRegulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is appended to the Notice.
The Board takes this opportunity and places on record its sincere appreciation for thevaluable guidance of Mrs. Sharda Gupta.
Key Managerial Personnel:
During the financial year under review Ms. Shruti Singh resigned as the CompanySecretary & Compliance Officer of the Company effective from the end of January' 2018and Ms. Shraddha Mahendrakumar Bora was appointed as the Company Secretary &Compliance Officer of the Company w.e.f. 1 February 2018. The Company is in compliancewith the provisions of Section 203 of the Companies Act 2013. Mr. Dharmendra Kumar Aroraand Mr. Pavan Sachdeva Whole Time Directors; Mr. Kundan Lal Grover Chief FinancialOfficer; and Ms. Shraddha Mahendrakumar Bora Company Secretary & Compliance Officerare the Key Managerial Personnel of the Company.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 and the provisions of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 stating that they meet the criteria of independence as provided therein.
NUMBER OF MEETINGS OF THE BOARD HELD DURING THE PERIOD
During the financial year under review the Board met Nine (9) times. The detailsregarding the attendance and the date of Board Meetings are provided in the CorporateGovernance Report.
COMMITTEES OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 the Company has constituted followingCommittees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Shareholders/Investors Grievance and Share Transfer Committee
The composition scope and powers of the aforementioned Committees together withdetails of meetings held during the financial year under review forms part of CorporateGovernance Report.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual evaluation of its own performance and that of its Committees andindividual directors including Chairman of the Board Key Managerial Personnel SeniorManagement etc. The exercise was carried out through an evaluation process coveringaspects such as composition of the Board experience competencies governance issues etc.
The equity shares of your Company are listed on the BSE Limited (Formerly: The BombayStock Exchange Limited).
The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. A separate section onCorporate Governance under the said Regulations along with a certificate from the Auditorsconfirming the compliance is annexed and forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under the Securities andExchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 is provided in a separate section and forms anintegral part of this report.
CASH FLOW STATEMENT
The Cash Flow Statement for the financial year ended 31 March 2018 in conformity withthe Accounting Standard 3 (AS-3) and provisions of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed hereto.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated in Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Consolidated FinancialStatements have been prepared by the Company in accordance with the applicable AccountingStandards. The Audited Consolidated Financial Statements together with Auditors' Reportform part of the Annual Report. Pursuant to the provisions of Section 136 of the CompaniesAct 2013 the financial statements of the subsidiary and associate companies will be keptopen for inspection by the shareholders at the Registered Office of the Company duringworking hours for a period of 21 days before the date of the Annual General Meeting. TheCompany will provide the copy of the financial statements of its subsidiary and associatecompanies to the shareholders upon request.
AUDITORS AND THEIR REPORTS
1. STATUTORY AUDITORS AND AUDIT REPORT:
M/s. Prakash & Santosh Chartered Accountants were appointed as Auditors of theCompany for a period of 5 (Five) consecutive years at the Annual General Meeting held on23 September 2017. They have confirmed that they are not disqualified from continuing asAuditors of the Company. The notes on Financial Statements referred to in Auditor's Reportare self-explanatory and do not call for any further comments. The Auditor's Report doesnot contain any qualification reservation adverse remark or disclaimer.
2. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board had appointed Mr. Navneet Arora Practising Company Secretary to conductSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year 2017-
18. The Secretarial Audit Report for the financial year ended 31 March 2018 is annexedherewith marked as Annexure-1 to this Report. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.
DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)
No fraud/misconduct was detected at the time of Statutory Audit by Auditors of theCompany for the financial year ended on 31 March 2018.
INTERNAL CONTROLS INTERNAL AUDIT AND OTHER INITIATIVES
The Company has in compliance with the provisions of Section 138 of the Companies Act2013 read with Rule 13 of Companies (Accounts) Rules 2014 in place internal auditor tocarry out the audit of internal records maintained by the Company. M/s. M. C. Maheshwari& Co. Chartered Accountants are the Internal Auditors of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies
(Management and Administration) Rules 2014 is annexed herewith marked as Annexure-2to this Report.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
No material orders were passed by Regulators or Courts or Tribunals during thefinancial year under review which impact the going concern status
and Company's operations in future.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(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 had 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 of the Company for the financial year under review;
(c) the directors had 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 had prepared the annual accounts on a going concern basis;
(e) the directors had 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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors appreciates the trust reposed by the Investor fraternity andClients in the Company and look forward to their continued patronage. The Board ofDirectors would like to thank the Financial Institutions Bankers and GovernmentAuthorities for their continued support and all stakeholders for the continued confidenceand trust placed by them with the Company. The Board of Directors also appreciates thecontribution made by the employees at all levels for their hard work dedicationco-operation and support for the growth of the Company.
For and on behalf of the Board of Directors of
Modex International Securities Limited
|Sd/- ||Sd/ |
|Dharmendra Kumar Arora ||Pavan Sachdeva |
|Whole-Time Director ||Whole-Time Director |
|DIN: 00234555 ||DIN: 00257402 |
Place: New Delhi
Date : 30 May 2018