Your Directors have pleasure in sharing with you the 44th Annual Report on the businessand operations of the Company alongwith the audited financial accounts for the financialyear ended March 31 2017.
IMPLEMENTATION STATUS OF BIFR SCHEME
Your Company was discharged by BIFR vide its order dated 23.02.2010 which states asunder "The unimplemented provisions of the SS-08 for the unexpired period for thescheme would be implemented by the concerned agencies and their implementation would bemonitored by the Company". Further BIFR in a miscellaneous application No.501/2013filed by the Company had clarified that no period for scheme was mentioned in SS-08 andunimplemented provisions of the sanctioned scheme are binding on all the parties. In termsof said BIFR's order dated 23.02.2010 your Company continue to implement theunimplemented provisions of the SS-08.
In this respect rehabilitation for Modinagar Tyre Factory (MTF) could not be achievedas yet. The matter for possession of MTF Plant is pending with Hon'ble Allahabad HighCourt. The Plant continues to be in possession of the OL appointed by the Allahabad HighCourt in Modi Export Processors Limited's (MEPL) winding up proceedings. Your Company hasbeen following up with Govt agencies/authorities/ department/Creditors to provide reliefand concessions and to accept settlement as per scheme sanctioned by the BIFR.
The Company has taken new initiatives to improve its long term prospects andperformance. These include:-
1) Your Company has been very vigorously taking actions to get re-possession ofCompany's properties which were occupied by illegal occupants/Ex- Employees. Effortsinclude legal recourse and also settlement as per BIFR Scheme wherever possible.
2) Company is taking several steps to utilize its real- estate resources whereverpossible to put them to generate revenue.
3) Your company is also exploring additional avenues of investment in new projects injoint ventures.
During the year under review your company has recorded a net profit after tax Rs711.40 Lacs as compared to Rs 522.86 Lacs in previous year on total income of Rs 2411.95Lacs as compared to 2336.47 Lacs in the previous year. Income of your company is mainlyfrom guest house operations Interest & dividend.
Since there is no adequate profit; your Board does not recommend any dividend.
Your Company has not accepted any fixed deposits from public during the year underreview.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS
Your Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out by SEBI.
A detailed Management Discussion & Analysis Report and a Corporate GovernanceReport along with certificate from the statutory auditors of the Company in pursuance withcompliance of Listing
Regulations are attached and form part of this Annual Report of the Company.
BOARD OF DIRECTORS
A) Appointment/Re-appointment of Directors
According to section 149 and other applicable provisions of the Companies Act 2013your Board is seeking reappointment of Ms. Piya Modi as Whole Time Director of the Companyfor a term of 5 years i.e. up to September 30 2022.
Board of Directors of the Company have appointed Mr. Arvind Nath Seth as an AdditionalDirector (Independent and NonExecutive) of the Company to hold office for a period of fiveconsecutive years not liable to retire by rotation subject to consent by the Members ofthe Company at the ensuing Annual General Meeting ("AGM").
B) Meeting of the Board of Directors
During the financial year ended on March 312017 4 (four) Board Meetings and 1 (one)meeting of Independent Directors were held and the maximum time gap between any two Boardmeetings was less than 120 days. Further details of the meetings of the Board anditsCommittees are given in Corporate Governance Report forming part of the Annual Report.
C) Declaration by Independent Director(s)
The Company received declarations from the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under applicable regulationsof SEBI(LoDr) 2015 with the Stock Exchanges.
D) Board Evaluation
The Company formulated a policy on performance evaluation of the Directors Board andits Committees and other individual Directors which shall be based on inter aliacomponents like attendance effective participation domain knowledge access tomanagement outside Board Meetings and Compliance with the Code of Conduct vision andstrategy and benchmark to peers.
On the basis of policy for performance evaluation of Independent Directors BoardCommittees and other individual directors a process of evaluation was carried out.
The Company make presentations to the Board of Directors in order to familiarize themwith their roles rights responsibilities in the Company nature of the Industry in whichit operates Business models of the Company and related matters. Details of suchpresentations are available on company's website.
SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES
The performance and financial information of the subsidiary / Joint Ventures /Associate Companies is disclosed in the Consolidated Financial Statement for the financialyear ended March 312017.
CONSOLIDATED FINANCIAL STATEMENT
Pursuant to the provisions of the Companies Act 2013 read with Regulation 33 of SEBI(LODR) 2015 and Accounting Standard AS- 21 on Consolidated Financial Statement AS-23 onAccounting for Investments in Associates and AS-27 on financial reporting of interests injoint ventures the consolidated audited financial statement for the year ended March312017 is provided in the Annual Report.
The details of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report forms part of Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board.
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable Accounting Standards read with the requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and pursuant to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for the year ended on that date;
iii) the Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) the Directors have prepared the annual accounts of the Company for the financialyear ended March 312017 on a going concern' basis;
v) the Directors have laid down internal financial control to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
RISK ASSESSMENT/ MANAGEMENT
The Company has formulated and adopted a Risk Management Policy. Board of Directors ofthe Company is responsible for the direction and establishment of internal control tomitigate 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 financial control frameworkincluding financial statements. During the year such controls were tested and no materialweaknesses in their design or operation were observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year there were no profit from the operations hence company did notundertake any initiative.
The applicable disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is provided in Annexure I to this Report.
The Company promotes ethical behavior in all its business activities. Towards thisendeavor the Company has adopted a policy on vigil mechanism and whistle blower. Companyhas developed a Mechanism
where any violation can be report to the Chairman of the Audit Committee forappropriate resolution. The confidentiality of such reporting will be maintained and theyare not subjected to any discriminatory practice or victimization. The Audit Committeeshall overseas the Vigil Mechanism. The policy on vigil mechanism and whistle blower isavailable on Company's website.
RELATED PARTY TRANSACTIONS
The contracts/ arraignment/ transitions by the company during the year under reviewwith related parties were in the ordinary course of business and on arms length basis anddo not attract the provisions of section 188 of the companies Act 2013.
During the year the Company had not entered into any contract/ arrangement/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.
Suitable disclosure as required by the Accounting Standards has been made in the Notesto the Financial Statement. The policy on Related Party Transaction and determiningmaterial Subsidiaries as approved by the Board is uploaded on the company's website.
PARTICULARS OF LOAN GUARANTEES SECURITY OR INVESTMENTS
Details of Loans Guarantee Securities and Investments during the year under revieware given in the Notes to the financial statements pursuant to requirement of underSection 186 of the Companies Act 2013.
AUDITOR & AUDITORS REPORT
Pursuant to Section 139(2) of the Companies Act 2013 a statutory auditor of thecompany can remain the statutory auditors of the company for a consecutive two term offive years each. However a further grace period of three years to rotate the existingstatutory auditors for the companies incorporated prior to 1st April 2014 wasalso provided under the Act.
Consequent to the above provisions the existing statutory auditors M/s PDM andCompany Chartered Accountants of the company will retire from the office of the auditorsat the conclusion of the ensuing 44th Annual General Meeting of the Company andare not eligible for further reappointment. The Board of your Company approved andrecommended the name of M/s Suresh Surana& Associates LLP Chartered Accountants(Registration No 121750W/W-100010) for appointment of statutory auditors of the companyfor a period of five years which will hold office after the conclusion of the 44thAGM till the conclusion of 49th AGM of the company if considered will bewithin the prescribed limits under Section 141(3) (g) of the Companies Act 2013 and thatthey are not disqualified for holding the office of the Auditors. Accordingly the Boardrecommends their appointment as Statutory Auditors of the Company by the Shareholders atthe ensuing Annual General Meeting of the Company.
Auditors' observations in their Report have been elaborately dealt with in theAuditors' Report / Notes on Accounts. The same are selfexplanatory and do not need anymore information/explanation.
Cost Accounting Record Rules and Cost Audit Report Rules are not applicable due to nonfunctionalof MTF Plant.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany appointed M/s Sanjay Grover and Associates to conduct the Secretarial Audit. TheSecretarial Audit Report for the financial year ended March 312017 in the prescribedformat is attached and marked as Annexure II with this report. Board has perusedobservations of the auditors in their report and ensure to have effective process ofcompliances & rectify by filling requisite forms subsequently including previous year.
The information required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5 (1) (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.(Annexure-III)
EXTRACT OF ANNUAL RETURN
Extracts of the Annual Return in the prescribed format is attached with this report andmarked as Annexure IV.
Since there is no production hence no information is required to be given for energyconservation technology absorption fuel consumption etc. u/s 134(3) (m) of the CompaniesAct 2013. Information about foreign exchange earnings is nil and outgo is Rs 84.79 Lacsduring the year under review.
Your Directors place on record their sincere thanks for support and co-operation fromBanks UP Government and other Government Authorities and shareholders during the yearperiod review. Your Directors also appreciate services of executives and staff of theCompany for unstinted support in revival of the Company.
|For and on behalf of the Board of Directors || |
|Place: New Delhi ||Vinay Kumar Modi |
|Date: August 18 2017 ||Chairman |