Modi Rubber Ltd.
|BSE: 500890||Sector: Others|
|NSE: MODIRUBBER||ISIN Code: INE832A01018|
|BSE 00:00 | 26 Oct||85.00||
|NSE 00:00 | 26 Oct||84.00||
|Mkt Cap.(Rs cr)||213|
|Mkt Cap.(Rs cr)||212.84|
Modi Rubber Ltd. (MODIRUBBER) - Director Report
Company director report
Your Directors have pleasure in sharing with you the 47th Annual Reporton the business and operations of the Company alongwith the audited financial statementsfor the financial year ended March 31 2020.
IMPLEMENTATION STATUS OF BIFR SCHEME
The Central Government vide its Notification No.S.O.3568 (E) Dated 25November 2016 put into force the provisions of the Sick Industrial Company (SpecialProvisions) Repeal Act 2003 repealing SICA 1985. However the Repeal Act shall not affectany order made by the Board for sanction of the Scheme and in pursuance with. Your companycontinues to implement the unimplemented provisions of SS-08 sanctioned by the BIFR on8.4.2008.
In this respect rehabilitation for Modinagar Tyre Factory (MTF) couldnot be achieved as yet. The matter for possession of MTF Plant is pending withHon'ble Allahabad High Court. The Plant continues to be in possession of the OLappointed by the Allahabad High Court in Modi Export Processors Limited's (MEPL)winding up proceedings. Litigation with one creditor is also pending who have till datenot accepted the dues as per scheme sanctioned by the BIFR.
Your Company has been following up with Govtagencies/authorities/department/Creditors to provide relief and concessions and to acceptsettlement as per scheme sanctioned by the BIFR.
The Company has taken new initiatives to improve its long termprospects and performance. These include:-
1. Your Company has been very vigorously taking actions to getre-possession of Company's properties which were occupied by illegal occupants/Ex-Employees. Efforts include legal recourse and also settlement as per BIFR Scheme whereverpossible.
2. Company is taking several steps to utilize its real- estateresources and wherever possible to put them to generate revenue.
During the year under review your company has recorded a net lossafter tax Rs 233.20 Lacs as compared to net profit of Rs 906.31 Lacs in previous year anda total comprehensive loss of Rs 634.70 as compared to income of 1397.12 Lacs in theprevious year. Income of your company is mainly from guest house operations Interest& dividend.
Since there is no adequate profit; your Board does not recommend anydividend.
Your Company has not accepted any fixed deposits from public during theyear under review.
MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE REPORTS
A detailed Management Discussion & Analysis Report and a CorporateGovernance Report along with certificate from the statutory auditors of the Company inpursuance with compliance of Listing Regulations are attached and form part of this AnnualReport of the Company.
BOARD OF DIRECTORS
A) Appointment/Re-appointment of Directors
There is no change in the Composition of Board of Directors.
B) Meeting of the Board of Directors
During the financial year ended on March 31 2020 4 (Four) BoardMeetings and 1 (one) meeting of Independent Directors were held and the maximum time gapbetween any two Board meetings was less than 120 days. Further details of the meetings ofthe Board and its Committees are given in Corporate Governance Report forming part of theAnnual Report.
C) Declaration by Independent Director(s)
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and underapplicable regulations of SEBI (LODR) 2015 with the Stock Exchanges.
D) Board Evaluation
The Company has formulated a policy on performance evaluation for theDirectors Board and its Committees and other individual Directors on the parameters interalia covering attendance effective participation domain knowledge access to managementoutside Board Meetings and Compliance with the Code of Conduct vision and strategy andbenchmark to peers.
Pursuant to policy on performance evaluation a process for performanceevaluation was carried out for Independent director board committees and otherindividual directors.
Policy for Board evaluation is available on company's website.SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES The performance and financial informationof the subsidiary companies / Joint Ventures / Associate Companies is reported in theConsolidated Financial Statement for the financial year ended March 31 2020.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act 2013 read withRegulation 33 of SEBI (LODR) 2015 and Applicable Ind-AS 110 on Consolidated FinancialStatement Ind-AS 28 on Accounting for Investments in Associates and Joint Ventures theaudited consolidated financial statement for the year ended March 31 2020 is provided inthe Annual Report.
The details of the Audit Committee including its composition and termsof reference mentioned in the Corporate Governance Report forms part of Annual Report.
All the recommendations made by the Audit Committee were accepted bythe Board.
Pursuant to the requirement under Section 134(3)(c) of theCompaniesAct2013with respect to Directors' Responsibility Statement it is herebyconfirmed that:
i) in the preparation of the annual accounts for the financial yearended March 31 2020 the applicable Ind-AS with the requirements set out under ScheduleIII to the Companies Act 2013 have been followed and there are no material departuresfrom the same;
ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2020and of the profit of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts of the Company forthe financial year ended March 31 2020 on a 'going concern 'basis;
v) the Directors have laid down internal financial control to befollowed by the Company and that such internal financial control are adequate and wereoperating effectively; and
RISK ASSESSMENT/ MANAGEMENT
The Company has formulated and adopted a Risk Management Policy. Boardof Directors of the Company is responsible for the direction and establishment of internalcontrol to mitigate material
business risks. The policy is framed to identify element of risks likemisstatement frauds etc and their mitigation for achieving its business objective and toprovide reasonable assurance.
INTERNAL FINANCIAL CONTROLS
The Company has in place well defined and adequate internal financialcontrol framework. During the year such controls were tested and no material weaknessesin their design or operation were observed.
The provision of Cost audit as per section 148 doesn't applicableon the Company.
CONSTITUTION OF COMMITTTEE - SEXUAL HARASSMENT AT WORKPLACE
The Company has constituted committee under the sexual harassment ofwomen at workplace (prevention prohibition and Redressal) Act 2013 and However companyhas complied with the provisions of the same.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review there was no profit from the operationshence no CSR activities was undertaken The applicable disclosures as stipulated under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is provided in Annexure Ito this Report.
The Company promotes ethical behavior in all its business activities.Towards this endeavor the Company has adopted a policy on vigil mechanism and whistleblower. Company has developed a Mechanism where any violation can be report to theChairman of the Audit Committee for appropriate resolution. The confidentiality of suchreporting will be maintained and they are not subjected to any discriminatory practice orvictimization. The Audit Committee shall overseas the Vigil Mechanism. The policy on vigilmechanism and whistle blower is available on Company's website.
RELATED PARTY TRANSACTIONS
The contracts/ arrangements / transactions by the company during theyear under review with related parties were in the ordinary course of business and onarms length basis and do not attract the provisions of section 188 of the companies Act2013.
During the year the Company had not entered into any contract/arrangement/ transactions with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.
Suitable disclosure as required by the Accounting Standards has beenmade in the Notes to the Financial Statement. The policy on Related Party Transaction anddetermining material Subsidiaries as approved by the Board is uploaded on thecompany's website. PARTICULARS OF LOAN GUARANTEES SECURITY OR INVESTMENTS
Details of Loans Guarantee Securities and Investments during the yearunder review are given in the Notes to the financial statements pursuant to requirement ofunder Section 186 of the Companies Act 2013.
AUDITOR & AUDITOR'S REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013M/s. Suresh Surana & Associates LLP Chartered Accountants with registration number121750W/W-100010) were appointed as Statutory Auditors of the Company for a term of fiveconsecutive years to hold office from the conclusion of the 44thAnnual General
Meeting held on 28th September 2017 until the conclusion of 49thAnnual General Meeting of the Company to be held in the calendar year 2022.
M/s. Suresh Surana & Associates LLP Chartered Accountants withregistration number 121750W/W-100010) have submitted their Report on the FinancialStatements of the Company for the FY 2019-20 which forms part of the Annual Report2019-20. There are no observations (including any qualification reservation adverseremark or disclaimer) of the Auditors in their Audit Reports that may call for anyexplanation from the Directors.
The information required in terms of the provisions of Section 197(12)of the Companies Act 2013 read with Rules 5 (1) (2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport. (Annexure-II)
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended March 312020 in the prescribed format is attached and marked as Annexure III with this report.The secretarial audit report contains certain remarks explanations which are given asunder:-
Delay in submission information with Stock Exchanges Portalwhich was caused due to technical glitches in system.
Delay for points 2 to 4 which were caused due to inadvertentoverlook on the circulars issued by SEBI.
Promoter's shareholding couldn't be demated as certainshares in physical form are still under lien.
Pursuant to the terms of appointment no director was availableto retire by rotation however company has taken the corrective action.
Delay in filing MGT 14 was caused inadvertently.
Board directed the concerns to be more vigilant in future.
EXTRACT OF ANNUAL RETURN
Extracts of the Annual Return in the prescribed format is attached withthis report and marked as Annexure IV.
Since there was no production there is no information required to begiven for energy conservation technology absorption fuel consumption etc. u/s 134(3) (m)of the Companies Act 2013. Information about foreign exchange earnings is nil and outgois 83.24 Lacs during the year as disclosed in note no.39 of Standalone FinancialStatement.
Your Directors place on record their sincere thanks for support andco-operation from Banks UP Government and other Government Authorities and shareholdersduring the year period review. Your Directors also appreciate services of executives andstaff of the Company for unstinted support in revival of the Company.
For and on behalf of the Board of Directors