You are here » Home » Companies » Company Overview » Modex International Securities Ltd

Modex International Securities Ltd.

BSE: 537092 Sector: Financials
NSE: N.A. ISIN Code: INE072D01015
BSE 00:00 | 19 Oct 4.52 0
(0.00%)
OPEN

4.52

HIGH

4.52

LOW

4.52

NSE 05:30 | 01 Jan Modex International Securities Ltd
OPEN 4.52
PREVIOUS CLOSE 4.52
VOLUME 124
52-Week high 28.50
52-Week low 3.13
P/E 9.04
Mkt Cap.(Rs cr) 5
Buy Price 5.14
Buy Qty 65.00
Sell Price 4.52
Sell Qty 226.00
OPEN 4.52
CLOSE 4.52
VOLUME 124
52-Week high 28.50
52-Week low 3.13
P/E 9.04
Mkt Cap.(Rs cr) 5
Buy Price 5.14
Buy Qty 65.00
Sell Price 4.52
Sell Qty 226.00

Modex International Securities Ltd. (MODEXINTLSEC) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors (the "Board") of the Company weare pleased to present the 25 Board's Report together with the Audited FinancialStatements of the Company for the financial year ended 31 March 2019.

FINANCIAL PERFORMANCE

The Standalone and Consolidated Financial Statements for the financial year ended 31stMarch 2019 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of the Company for the financial year ended31st March 2019 are summarized below:

(All amount in INR)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 187511286 203823918 224148994 213299875
Profit before Tax 5059394 6563978 14862930 6113799
Profit for the year 5538860 7435672 12791625 6944418
Other Comprehensive Income (58628) (656793) (58628) (656793)
Total Other Comprehensive Income for the year (58628) (656793) (58628) (656793)

State of the Company's Affairs

During the financial year under review the revenue from operations (consolidated)increased to Rs. 224148994/- as compared to the previous financial year a growth ofover 5.08%. Net profit after tax (consolidated) increased by 84.20% to Rs. 12791625/-.

During the financial year under review the revenue from operations (standalone)decreased by 8.00% to Rs. 187511286/-. Net profit after tax (standalone) decreased by25.50% to Rs. 5538860/-.

During the financial year under review the performance of the Company has beensatisfactory. The Directors are looking for avenues and making continuous efforts toexpand the business of the Company.

DIVIDEND

The Board has recommended a final dividend at Re. 0.20/- per equity share of Rs. 10/-each fully paid-up equity share of the Company (2% of paid-up share capital of theCompany) for the financial year ended 31st March 2019.

The total payout is expected to be Rs. 1446720/- (inclusive of dividend distributiontax of Rs. 246720/-). The dividend recommended is subject to approval of members at theensuing Annual General Meeting and the same if approved will be paid to members withinthe period stipulated by the Companies Act 2013 (the "Act").

Unpaid/Unclaimed Dividend

In accordance with the provisions of Section 124 and 125 of the Act read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016("IEPF Rules") dividends which remain unpaid or unclaimed for a period of 7(Seven) years from the date of transfer to the Unpaid Dividend Account shall betransferred by the Company to the Investor Education and Protection Fund("IEPF").

The following table provides dates on which unpaid/unclaimed dividend and thecorresponding shares would become liable to be transferred to IEPF:

Financial year for which dividend declared Date of declaration of dividend Due date for transfer to IEPF
2016-17 14th July 2016 18th August 2023

The Company has uploaded the details of unpaid/unclaimed amounts lying with the Companyas on the date of 24th Annual General Meeting (i.e. 29th September 2018) on the websiteof the Company at www.modexindia.com

Members who have not yet encashed their dividend warrant(s) for the above financialyear are requested to make their claims before relevant due date without any delay to theCompany or M/s MAS Services Limited the Registrar and Share Transfer Agent of theCompany.

During the financial year under review no dividend and/or the corresponding shareswere liable to be transferred to IEPF.

SHARE CAPITAL

The issued subscribed and paid-up share capital of the Company stood at Rs.60000000/- as at 31 March 2019 comprising of 6000000 equity shares of Rs. 10/- eachfully paid-up.

During the financial year under review the Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor sweat equity shares toemployees of the Company under any scheme. The Company has not issued any debenturesbonds or any other convertible securities or non-convertible securities or warrants.

There was no change in share capital during the financial year under review.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act and assuch no amount on such account of principal or interest on such deposits was outstandingas on the date of the balance sheet.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act disclosure on particulars of the loans giveninvestments made guarantees given or securities provided during the financial year underreview are provided as part of the Audited Financial Statements (Please refer Note No. 5and 6 of the Standalone Financial Statements).

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 since the end of the financial year till the date of this report.

BUSINESS

The Company is a leading broking house which provides complete and efficientenvironment for trading and dealing in capital market. The Company believes in conductingits business activities with the highest level of integrity accountability andtransparency to give the best services to its investors for dealing in stock market forthe growth of Indian economy as a whole.

The vision of the Company is "to be a global major in providing completeinvestment solutions and maximizing stakeholders' value profitability and growth by beingfinancially strong customer friendly and progressive through better efficiency andcomplete transparency in the organization".

Change in the nature of business

During the financial year under review there has been no change in the nature ofbusiness of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company its subsidiary andassociate prepared in accordance with Section 129(3) of the Act and Ind AS 110 –Consolidated Financial Statements read with Ind AS 28 – Investments in Associates andJoint Ventures along with all relevant documents and the Auditor's Report thereon formpart of this Annual Report.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review the Company had one wholly owned subsidiarycompany viz. Modex International Securities (IFSC) Private Limited and one associatecompany viz. Modex Commodity Trades Private Limited.

Pursuant to Section 129(3) of the Act a statement containing salient features of theFinancial Statements of the subsidiary and associate companies in Form AOC-1 is providedas Annexure to the Consolidated Financial Statements and therefore not repeated to avoidduplication.

The Annual Report of the Company containing the Standalone and the ConsolidatedFinancial Statements and all other documents required to be attached thereto have beenplaced on the website of the Company at www.modexindia.com The Financial Statements of thesubsidiary as required have been placed on the website of the Company atwww.modexindia.com

The Financial Statements of the subsidiary and associate companies will also beavailable for inspection during the business hours at the Registered Office of theCompany.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "Listing Regulations") isannexed to this Report as "Annexure A".

CORPORATE GOVERNANCE REPORT

Pursuant to the threshold limit as stipulated in Regulation 15(2)(a) of the ListingRegulations the Corporate Governance Report as prescribed in Regulation 27 read with paraC D and E of Schedule V of the Listing Regulations is not applicable to the Companysince the paid-up share capital of the Company is less than Rs. 10 Crores and net worth isless than Rs. 25 Crores as at 31 March 2019.

However the Company has made every effort to comply with the provisions of theCorporate Governance and to see that the interest of the members and the Company areproperly served. It has always been the Company's endeavor to excel through betterCorporate Governance and fair and transparent practices many of which have already beenin place even before they were mandated by the law of land.

BOARD OF DIRECTORS

Board Composition and Independence

The Company has a duly constituted Board with a proper balance of ExecutiveNon-Executive and Independent Directors (including Woman Director) who bring to the tablethe precise blend of knowledge skills and expertise. The Board provides strategicguidance and direction to the Company in achieving its business objectives and protectingthe interest of the members.

The Board comprises of optimum number of Independent Directors. The Company hasreceived declarations from all the Independent Directors under Section 149(7) of the Actconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Act and the provisions of the Listing Regulations.

All the Independent Directors have affirmed compliance to the Code of Conduct forIndependent Directors as prescribed in Schedule IV of the Act.

The Company has in place a comprehensive Code of Conduct (the "Code")applicable to the Directors Employees and Senior Management Personnel. The Code isapplicable to Non-Executive Directors including Independent Directors to such an extent asmay be applicable to them depending on their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. A copyof Code of Conduct has been placed on the website of the Company athttp://www.modexindia.com/Pdf/CODE-OF-CONDUCT-FOR-MANAGEMENT.pdf Composition of the Boardas on 31st March 2019:

Promoter Executive (Whole-Time Director) Mr. Dharmendra Kumar Arora
Mr. Pavan Sachdeva
Non-Executive (Independent Director) Mr. Vikram Duggal
Mr. Parminder Singh Kindra
Mrs. Sarika Chawla
Mr. Ajay Jain

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Dharmendra Kumar Arora Whole-Time Director of the Company retire byrotation at the ensuing Annual General Meeting. The Board on the recommendation of theNomination and Remuneration Committee has recommended his re-appointment.

The Board based on the performance evaluation and as per the recommendation of theNomination and Remuneration Committee has recommended re-appointment of Mr. Vikram Duggalas an Independent Director of the Company for a second term of 5 (Five) consecutive yearswith effect from 1st April 2019 till 31 March 2024. The Board considers that given hisbackground experience and contributions made by him during his tenure the continuedassociation of Mr. Vikram Duggal would be beneficial to the Company.

The Board on recommendation of the Nomination and Remuneration Committee has appointedMr. Ajay Jain as an Additional Director to be an Independent Director to hold office fora term of 5 (Five) consecutive years w.e.f. 27th March 2019 subject to approval ofmembers at the ensuing Annual General Meeting. Mr. Ajay Jain is independent of themanagement and possesses appropriate skills experience and knowledge.

Further being a trading member of various stock exchange(s) approval is required forchange in directors of the Company and the same was obtained for appointment of Mr. AjayJain as an Independent/Non-Designated Director from BSE Limited on 13 March 2019 andNational Stock Exchange of India Ltd. on 18 March 2019 respectively.

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Sections 2(51) and 203 of the Act read with the rules framed thereunder:

Mr. Dharmendra Kumar Arora Whole-Time Director

Mr. Pavan Sachdeva Whole-Time Director

Mr. Kundan Lal Grover Chief Financial Officer

Mrs. Shraddha Mahendrakumar Bora Company Secretary & Compliance Officer

During the financial year under review there has been no change in the Key ManagerialPersonnel of the Company.

Number of meetings of the Board

The Board met 9 (Nine) times during the financial year under review. The meetings ofthe Board were held on 9th April 2018 30th May 2018 3rd July 2018 13th August 20185th October 2018 14th November 2018 3rd January 2019 14th February 2019 and 27March 2019. The maximum interval between any two meetings did not exceed 120 days.

Attendance at Board Meetings and last Annual General Meeting:

Name of the Director Number of Board Meetings Attended during the financial year under review Attendance at the last Annual General Meeting held on 29th September 2018
Mr. Dharmendra Kumar Arora 9 Yes
Mr. Pavan Sachdeva 9 Yes
Mr. Vikram Duggal 6 Yes
Mr. Parminder Singh Kindra 7 Yes
Mrs. Sarika Chawla 3 No
Mr. Ajay Jain* 0 NA

* Appointed w.e.f. 27th March 2019.

Independent Directors' Meeting

1 (One) separate meeting of the Independent Directors to review the performance ofNon-Independent Directors and the Board as a whole was held on 29th March 2019 which wasattended by Mr. Parminder Singh Kindra Mrs. Sarika Chawla and Mr. Ajay Jain.

Familiarization Programme of Independent Directors

Familiarization Programme of Independent Directors enable them to understand theCompany's business in depth that would facilitate their active participation in managingthe Company. The Company keeps Independent Directors informed of the activities of theCompany its management and operations through presentations quarterly results etc. Thedetails of familiarization programme is available on the website of the Company athttp://www.modexindia.com/Pdf/FAMILARIZATIONPROGRMAMMEOFINDEPENDENTDIRECTORS.pdf

COMMITTEES OF THE BOARD

The Board has constituted 3 (Three) Committees to carry out various functions asentrusted and give the suitable recommendations to the Board on the significant mattersfrom time to time. All decisions and recommendations of the Committees are placed beforethe Board either for information or approval. The Board is authorised to constituteadditional functional Committees from time to time depending on business needs.

Following are the details of the Committees as on 31 March 2019:

I. AUDIT COMMITTEE

The Board has constituted an Audit Committee with all the members being Non-ExecutiveIndependent Directors except one. The Chairman of the Committee is an IndependentDirector. They possess sound knowledge and have vast experience in the area of financeaccounts and industry.

Composition of the Audit Committee as on 31 March 2019:

Name Designation Category
Mr. Parminder Singh Kindra Chairman Non-Executive (Independent)
Mr. Vikram Duggal Member Non-Executive (Independent)
Mr. Dharmendra Kumar Arora Member Promoter Executive (Whole-Time Director)

Meetings and Attendance:

During the financial year under review the Audit Committee met 5 (Five) times on thefollowing dates: 7th April 2018 28th May 2018 9th August 2018 12th November 2018and 12th February 2019.

Name Meetings Attended
Mr. Parminder Singh Kindra 5
Mr. Vikram Duggal 4
Mr. Dharmendra Kumar Arora 5

During the financial year under review all the recommendations made by the AuditCommittee were accepted by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee with all the membersbeing Non-Executive Independent Directors including the Chairman.

Composition of the Nomination and Remuneration Committee as on 31st March 2019:

Name Designation Category
Mr. Vikram Duggal Chairman Non-Executive (Independent)
Mr. Parminder Singh Kindra Member Non-Executive (Independent)
Mrs. Sarika Chawla Member Non-Executive (Independent)

Meetings and Attendance:

During the financial year under review the Nomination and Remuneration Committee met 3(Three) times on the following dates: 7th April 2018 12th February 2019 and 26th March2019.

Name Meetings Attended
Mr. Vikram Duggal 2
Mr. Parminder Singh Kindra 3
Mrs. Sarika Chawla 1

III. SHAREHOLDERS/INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Board has constituted a Shareholders/Investors Grievance and Share TransferCommittee with all the members being Non-Executive Independent Directors except one. TheChairman of the Committee is an Independent Director.

Composition of the Shareholders/Investors Grievance and Share Transfer Committee as on31st March 2019:

Name Designation Category
Mr. Vikram Duggal Chairman Non-Executive (Independent)
Mr. Parminder Singh Kindra Member Non-Executive (Independent)
Mr. Dharmendra Kumar Arora Member Promoter Executive (Whole-Time Director)

Meetings and Attendance:

During the financial year under review the Shareholders/Investors Grievance and ShareTransfer Committee met 4th (Four) times on the following dates: 7th April 2018 2nd July2018 8th October 2018 and 3rd January 2019.

Name Meetings Attended
Mr. Vikram Duggal 3
Mr. Parminder Singh Kindra 3
Mr. Dharmendra Kumar Arora 4

Details of complaints received and redressed during the financial year under review:

The Company received NIL complaints from the shareholders during the financialyear under review. The Company has a practice to redress to the satisfaction of theshareholders effectively within the statutory time limit if any complaints are received.

No complaint was pending at the end of financial year as on 31t March 2019.

The Company has created a dedicated e-mail Id: investors@modexindia.com for exclusivedealing with shareholders/ investors related correspondences/grievances for prompt andefficient investor services by the Company. Shareholders/ Investors have been advised tosend their queries/complaints to this e-mail Id for quick and prompt reply from theCompany.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

A policy has been framed for selection and appointment of Directors includingdetermining qualifications and independence of a Director Key Managerial Personnel (KMP)Senior Management Personnel and their remuneration and other matters provided underSection 178(3) of the Act.

Pursuant to the provisions of Section 134(3)(e) of the Act the Nomination andRemuneration Policy of the Company which lays down the criteria for determiningqualifications competencies positive attributes and independence for appointment ofDirectors and policies of the Company relating to remuneration of Directors KMP and otheremployees is available on the website of the Company athttp://www.modexindia.com/Pdf/NOMINATIONANDREMUNERATIONPOLICY.pdf

The Board affirms that the remuneration paid to Directors is in accordance with theremuneration policy of the Company.

BOARD EVALUATION

The Board Evaluation framework has been designed in compliance with the Act and theListing Regulations to evaluate annual performance of the Board Committees and otherIndividual Directors (including Independent Directors) which include criteria forperformance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committeethe Board carried out annual performance evaluation of the Board its Committees andIndividual Directors. The Independent Directors carried out annual performance evaluationof the Non-Independent Directors and the Board as a whole. The exercise was carried outthrough an evaluation process covering aspects such as composition of the Boardexperience competencies governance issues etc. The Chairman of the respective Committeesshared the report on evaluation with the respective Committee members. The performance ofeach Committee was evaluated by the Board based on the report on evaluation received fromrespective Committees. A consolidated report was shared with the Chairman of the Board forhis review and giving feedback to each Individual Directors.

CODE FOR PREVENTION OF INSIDER TRADING

On December 31 2018 the Securities and Exchange Board of India amended theProhibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from April 1 2019. In line with the amendments the Company has adopted anamended Code of Conduct to regulate monitor and report trading by Designated Persons andtheir Immediate Relatives under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015. This Code of Conduct also includes code of practicesand procedures for fair disclosure of unpublished price sensitive information which hasbeen made available on the website of the Company athttp://www.modexindia.com/Pdf/PREVENTION-OF-INSIDER-TRADING-CODE.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (i) astatement showing the names of top ten employees in terms of remuneration drawn and namesand other particulars of the employees drawing remuneration in excess of the limits setout in the said rules; and (ii) the disclosures relating to remuneration and other detailsas required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection on all workingdays during business hours at the Registered Office of the Company.

Any member interested in obtaining such information may write to the Company Secretaryat the Registered Office of the Company and the same will be furnished upon request.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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 as at 31st March 2019 and of the profitof the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care 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;

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 are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act the term Internal Financial Control (IFC)means the policies and procedures adopted by companies for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

Internal Financial Controls are an integrated part of the risk management processaddressing financial reporting risks. The internal financial controls have beendocumented digitized and embedded in the business processes. Assurance on theeffectiveness of Internal Financial Controls is obtained through management reviewscontrolled self assessment continuous monitoring by functional experts as well as testingof the Internal Financial Control systems by the Internal Auditors and the StatutoryAuditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Company'sInternal Financial Controls are designed effectively and are operating as intended.

AUDITORS AND AUDITORS' REPORT

I. STATUTORY AUDITORS

M/s. Prakash & Santosh Chartered Accountants were appointed as Auditors of theCompany for a term of 5 (Five) consecutive years at the Annual General Meeting held on23rd September 2017. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

The Board wishes to state that the Auditor of the Company has given qualified opinionon the Financial Statements of the Company for the financial year ended 31st March 2019.The qualification and management's explanation to the aforesaid qualification is given asunder:-

Auditor's qualification Management's explanation
The Company has not stated the inventories at the lower of cost and net realizable value but has stated them solely at cost which constitutes a departure from the Indian Accounting Standards prescribed under Section 133 of the Companies Act 2013. In the opinion of the management being into the business of stock market which is a highly volatile market the Company valued the stock at cost price to avoid notional profit and notional loss.

II. SECRETARIAL AUDITORS

The Board appointed Mr. Parveen Rastogi (M. No. 4764 and COP No. 2883) Proprietor atParveen Rastogi & Co. Practicing Company Secretaries as the Secretarial Auditor toconduct secretarial audit for the financial year under review. The Secretarial Auditor'sReport for the financial year under review is annexed to this Report as "AnnexureB".

The report does not contain any qualification reservation or adverse remark ordisclaimer.

III. INTERNAL AUDITORS

The Board appointed M/s. M. C. Maheshwari & Co. Chartered Accountants as theInternal Auditors of the Company to conduct internal audit of the internal recordsmaintained by the Company for the financial year under review pursuant to provisions ofSection 138 of the Act read with Rule 13 of the Companies (Accounts) Rules 2014.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors or the Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board under Section 143(12) of the Act includingthe rules made thereunder.

COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed underSection 148(1) of the Act has not been specified by the Central Government for the natureof the business activities carried out by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act all contracts and arrangements withrelated parties under Section 188(1) of the Act entered by the Company during thefinancial year under review were in the ordinary course of business and on an arm'slength basis.

During the financial year under review the Company had not entered into any contractor arrangement with related parties which could be considered 'material' according to thepolicy of the Company on materiality of Related Party Transactions which may havepotential conflict with the interest of the Company or which warrants the approval of theshareholders. Accordingly there are no transactions that are required to be reported inForm AOC-2.

However details of the Related Party Transactions are provided in Note No. 32 of theStandalone Financial Statements. The Policy on Related Party Transactions as approved bythe Board is uploaded on the website of the Company athttp://www.modexindia.com/Pdf/RELATEDPARTYTRANSACTIONS.pdf

RISK MANAGEMENT

The Company being into capital market is subjected to both Business and Financialrisks. While the business risks are associated with operating environment ownershipstructure management system and policy the financial risk lies in asset qualityliquidity profitability and capital adequacy. The company recognizes these risks andmakes best effort to mitigate them in time. Risk Management is also an integral part ofthe Company's business strategy.

The Company has a robust risk management framework and adopted a risk management policyto identify monitor and minimize risk and also identify business opportunities. Thisframework seeks to create transparency minimize adverse impact on the strategic andfinancial business objectives and enhance the Company's competitive advantage and alsoprovide reasonable assurance that objectives are met by complying with all the applicableprovisions of the Act and the Listing Regulations. The Company has properconfidentialities and privacy policies to control risk elements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism through which Directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of the Company's Code of Conduct and leak or suspected leak of unpublished pricesensitive information without fear of reprisal.

The Listing Regulations and the Act require all the listed companies toinstitutionalize the Vigil Mechanism and Whistle Blower Policy. Accordingly the Board hasadopted a policy to promote reporting of any unethical or improper practice or violationof the Company's Code of Conduct or complaints regarding its accounting auditinginternal controls or disclosure practices. It gives a platform to the whistle blower toreport any unethical or improper practice (not necessarily violation of law) and to defineprocesses for receiving and investigating complaints. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice. More details are available on the website of the Company athttp://www.modexindia.com/Pdf/VIGILMECHANISMPOLICY.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act Corporate Social Responsibility is not applicableto the Company. Thus there is no requisite to constitute a committee formulate thepolicy and spend amount on Corporate Social Responsibility.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the business activities carried out by the Company theinformation pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies(Accounts) Rules 2014 relating to Part A- Conservation of Energy and Part B- TechnologyAbsorption are not applicable to the Company. However the Company makes all effortstowards conservation of energy protection of environment and ensuring safety.

Foreign Exchange earnings and outgo as stipulated in Part C of the said Rules were NILduring the financial year under review.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental laws. The Company hasbeen complying with the relevant laws and has been taking all necessary measures toprotect the environment and maximize the employees' protection and safety.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The 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 the Company did not receive any such complaint.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies(Management and Administration) Rules 2014 an extract of Annual Return has been placedon the website of the Company at http://www.modexindia.com/Pdf/ANNUALRETURN2018-19.pdf

LISTING

The equity shares of the Company total 6000000 of Rs. 10/- each are listed on theBSE Limited (Formerly: The Bombay Stock Exchange Limited) as on the date of this Report.

The Company has paid annual listing fees to BSE Limited for the financial year 2019-20within stipulated time period.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

As at 31st March 2019 5898300 equity shares have been dematerialized which accountfor 98.31% of the total equity. The Company's equity shares are under compulsory demattrading by all categories of investors.

SECRETARIAL STANDARDS

The Board states that the applicable Secretarial Standards i.e. SS-1 and SS-2 issuedby the Institute of Company Secretaries of India relating to 'Meetings of the Board ofDirectors' and 'General Meetings' respectively have been duly followed and complied by theCompany.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status of the Company and its operations infuture.

GENERAL

The Board states that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the financial yearunder review:

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

• The Whole-Time Directors of the Company neither receive any commission from theCompany nor any remuneration or commission from its subsidiary company.

• There is no Corporate Insolvency Resolution Process initiated under theInsolvency and Bankruptcy Code 2016.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board appreciates the trust reposed by the investor fraternity and clients in theCompany and look forward to their continued patronage. The Board would like to thank theFinancial Institutions Bankers and Government Authorities for their continued support andall stakeholders for the continued confidence and trust placed by them with the Company.The Board also appreciates the contribution made by the employees at all levels for theirhard work dedication cooperation 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
Place: New Delhi Whole-Time Director Whole-Time Director
Date : 30th July 2019 DIN: 00234555 DIN: 00257402

.