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Modi Rubber Ltd.

BSE: 500890 Sector: Auto
NSE: MODIRUBBER ISIN Code: INE832A01018
BSE 00:00 | 29 Oct 30.15 0
(0.00%)
OPEN

27.85

HIGH

30.15

LOW

27.85

NSE 00:00 | 29 Oct 27.85 0
(0.00%)
OPEN

28.45

HIGH

28.45

LOW

27.35

OPEN 27.85
PREVIOUS CLOSE 30.15
VOLUME 190
52-Week high 42.10
52-Week low 26.30
P/E 11.92
Mkt Cap.(Rs cr) 76
Buy Price 27.90
Buy Qty 1.00
Sell Price 30.15
Sell Qty 10.00
OPEN 27.85
CLOSE 30.15
VOLUME 190
52-Week high 42.10
52-Week low 26.30
P/E 11.92
Mkt Cap.(Rs cr) 76
Buy Price 27.90
Buy Qty 1.00
Sell Price 30.15
Sell Qty 10.00

Modi Rubber Ltd. (MODIRUBBER) - Director Report

Company director report

Your Directors have pleasure in sharing with you the 46th Annual Report on the businessand operations of the Company alongwith the audited financial statements for thefinancial year ended March 31 2019.

IMPLEMENTATION STATUS OF BIFR SCHEME

The Central Government vide its Notification No.S.O.3568 (E ) Dated 25 November 2016put into force the provisions of the Sick Industrial Company (Special Provisions) RepealAct 2003 repealing SICA 1985. However the Repeal Act shall not affect any order made bythe Board for sanction of the Scheme and in pursuance with your company continues toimplement the unimplemented provisions of SS-08 sanctioned by the BIFR on 8.4.2008.

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. Litigationwith one pressing creditor is also pending who have till date not accepted the dues as perscheme sanctioned by the BIFR.

Your Company has been following up with Govt agencies/authorities/ department/Creditorsto provide relief and concessions and to accept settlement as per scheme sanctioned by theBIFR.

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 repossession 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 and whereverpossible to put them to generate revenue.

FINANCIAL RESULTS

During the year under review your company has recorded a net profit after tax Rs906.31 Lacs as compared to Rs1535.60 Lacs in previous year and a total comprehensiveincome of Rs 1397.12 Lacs as compared to Rs1419.64 Lacs in the previous year. Income ofyour company is mainly from guest house operations Interest & dividend.

DIVIDEND

Since there is no adequate profit; your Board does not recommend any dividend.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from public during the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORTS

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 theCompany.

BOARD OF DIRECTORS

A) Appointment/Re-appointment of Directors

I. Board of Directors of the Company have appointed Mr.

Umesh Kumar Khaitan as an Additional Director (Independent and Non-Executive) of theCompany to hold office for a period of 5 consecutive years not liable to retire byrotation subject to consent by the Members of the Company at the ensuing Annual GeneralMeeting ("AGM").

II. Board of Directors of the Company have also re-appointed Mr. KS Bains as anDirector (Independent and Non-Executive) of the Company to hold office for a period of 5consecutive years not liable to retire by rotation subject to consent by the Members ofthe Company at the ensuing Annual General Meeting ("AGM").

III. Comapany pursuant to regulations 17(1A) SEBI(LODR) 2015 is seekingshareholder’s approval for continuation for Mr. V.K. Modi and Mr. Amrit Kapur asDirectors.

B) Meeting of the Board of Directors

During the financial year ended on March 31 2019 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 and itsCommittees are given in Corporate Governance Report forming part of the Annual Report.

C) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 of the Companies Act 2013 and under applicable regulations of SEBI (LODR)2015 with the Stock Exchanges.

D) Board Evaluation

The Company has formulated a policy on performance evaluation for the Directors Boardand its Committees and other individual Directors on the parameters inter alia coveringattendance effective participation domain knowledge access to management outside BoardMeetings and Compliance with the Code of Conduct vision and strategy and benchmark topeers.

Pursuant to policy on performance evaluation a process for performance evaluation wascarried out for Independent director board committees and other individual directors.

Policy for Board evaluation is available on company’s website.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES

The performance and financial information of the subsidiary companies / Joint Ventures/ Associate Companies is reported in the Consolidated Financial Statement for thefinancial year ended March 31 2019.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act 2013 read with Regulation 33 ofSEBI (LODR) 2015 and Applicable Ind-AS 110 on Consolidated Financial Statement Ind-AS 28on Accounting for Investments in Associates and Joint Ventures the audited consolidatedfinancial statement for the year ended March 31 2019 is provided in the Annual Report.

AUDIT COMMITTEE

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.

DIRECTORS’RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct2013withrespect to Directors’ Responsibility Statement it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 312019 the applicable Ind-AS with the requirements set out under Schedule III to theCompanies Act 2013 have been followed and there are no material departures from thesame;

ii) 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 March 31 2019 and of the profit ofthe Company 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 31 2019 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 controlframework. During the year such controls were tested and no material weaknesses in theirdesign or operation were observed.

COST RECORD

The provision of Cost audit as per section 148 doesn’t applicable on the Company.

CONSTITUTION OF COMMITTTEE – SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted committee under the sexual harassment of women at workplace(prevention prohibition and Redressal) Act 2013 and However company has complied withthe provisions of the same.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review there was no profit from the operations hence no CSRactivities was undertaken

The applicable disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is provided in Annexure I to this Report.

VIGIL MECHANISM

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 AuditCommittee for appropriate resolution. The confidentiality of such reporting will bemaintained and they are not subjected to any discriminatory practice or victimization. TheAudit Committee shall overseas the Vigil Mechanism. The policy on vigil mechanism andwhistle blower is available on Company’s website.

RELATED PARTY TRANSACTIONS

The contracts/ arrangements / transactions 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 & AUDITOR’S REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. SureshSurana & 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 GeneralMeeting held on 28th September 2017 until the conclusion of 49th Annual General Meetingof the Company to be held in the calendar year 2022.

M/s. Suresh Surana & Associates LLP Chartered Accountants with registrationnumber 121750W/W-100010)have submitted their Report on the Financial Statements of theCompany for the FY 2018-19 which forms part of the Annual Report 2018-19. There are noobservations (including any qualification reservation adverse remark or disclaimer) ofthe Auditors in their Audit Reports that may call for any explanation from the Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31 2019 in theprescribed format is attached and marked as Annexure II with this report. The secretarialaudit report contains certain remarks board has perused the same and provide explanationsas under:-a. This delay caused due to non-availability of electronic data from Depository.

b. Intimation of demise of director received by the Board around one week prior to theboard meeting hence decision for substitution was taken in the subsequent board meetingheld on 28th May 2019.

c. Due to lien as informed by shareholders shares could not be demated by theDepository however shareholder pursuing the matter for the same.

d. Pursuant to terms of appointment no director was available to retire by rotationhowever Company has taken the corrective action in current year.

e. This delay was caused inadvertently while feeding the data in the system.

Board directed the concerns to be more vigilant in future.

MANAGERIAL REMUNERATION

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.

STATUTORY DISCLOSURES

Since there was no production there is no information 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 also nil duringthe year under review.

ACKNOWLEDGEMENT

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
Amrit Kapur
Place: New Delhi Alok Modi (DIN: 00508710)
Date: August 14 2019 Managing Director Director

Annexure I

Annual Report on Corporate Social Responsibility (CSR) activities for the financialyear 2018-19.

1 Brief outline of Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR Policy and projects or programs Refer Section Corporate Social Responsibility in this Report
2 Composition of the CSR Committee. Refer Corporate Governance Report
3 Average Net Profit of the Company for last three financial years Not Applicable
4 Prescribed CSR Expenditure (two percent of the amount as in item No. 3 above) Not Applicable
5 Details of CSR spent during the financial year:
(a) total amount to be spent for the financial year Not Applicable
(b) amount unspent if any Not Applicable
(c) manner in which the amount spent during the financial year Not Applicable
6 In case the Company fails to spend the 2% of the Average Net Profit (INR) of the last 3 financial years the reasons for not spending the amount shall be stated in the Board report. Not Applicable

Responsibility Statement

The implementation and monitoring of the CSR Policy is in compliance with the CSRobjectives and policy of the Company.

For and on behalf of the Board of Directors
Alok Modi Amrit Kapur
Place: New Delhi (DIN: 00174374) (DIN: 00508710)
Date: August 14 2019 Managing Director Director

Annexure III

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2018-19 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sl. No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2018-19 (in Rs.) % increase in Remuneration in the Financial Year 2018-19
1. Mr. Vinay Kumar Modi (Chairman) No remuneration Nil
2. Mr. Alok Kumar Modi (Managing Director) He opted not to draw any remuneration from company during implementation of BIFR revival scheme. Nil
3. Mr. Arvind Nath Seth (Non-Executive Independent Director) None* N.A
4. Mr. Kanwaljit Singh Bains (Non-Executive Independent Director) Sitting Fees only* N.A
5. Ms. Piya Modi (Whole Time Director) 3024000 NIL
6. Mr. Amrit Kapur Sitting Fees only* N.A
7. Mr. Sanjeev Kumar Bajpai (Head – Legal &Company Secretary) 4321301 4%
8. Mr. Kamal Gupta (Chief Financial Officer) 5484000 14.5%

*Sitting fees are Rs. 10000/- For attending each board meeting and Rs. 5000/- Forattending each committees meeting

(ii) The median remuneration of employees of the Company during the financial year wasRs. 601794;

(iii) In the financial year 2018-19 the median remuneration of employees decreased by33%.

(iv) There were 25 permanent employees(Including KMPs) on the rolls of Company as onMarch 31 2019;

(v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2017-18 and comparison with thepercentage increase/(decrease) in managerial remuneration:

(vi) It is hereby affirmed that the remuneration paid is as per Policy for DirectorsKey Managerial Personnel Senior Management and other Employees.

For and on behalf of the Board of Directors
Alok Modi Amrit Kapur
Place: New Delhi (DIN: 00174374) (DIN: 00508710)
Date: August 14 2019 Managing Director Director

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