To the Shareholders,
Your directors have pleasure in presenting the 56th Annual Report with Audited
Financial Statements for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
| FINANCIAL HIGHLIGHTS |
2022-23 Lacs |
2021-22 Lacs |
| Turnover |
- |
- |
| Other Income |
- |
136.05 |
| Gross Profit (Loss) before Dep. |
(60.91) |
66.38 |
| Depreciation |
- |
0.23 |
| Profity(Loss) after Depreciation |
(60.91) |
66.15 |
| Add/(Less) Exceptional Income/ (Losses) |
- |
- |
| Profit (Loss) before Tax |
(60.91) |
66.15 |
| Less/ (Add) : |
|
|
| Provision for Taxation- Fringe Benefit Tax |
- |
- |
| Extra Ordinary item Taxes for earlier Year |
- |
- |
| Net Profity(Loss) after Tax |
(60.91) |
66.15 |
CLOSURE OF MANUFACTURING OPERATIONS
As reported earlier, the factory of the Company had been permanently closed down after
seeking requisite permission from Government of Uttar Pradesh under the provisions of the
Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring to develop the
Industrial project in the Modinagar to have optimal utilization of its real estate. The
Company is also pressing its land matter pending with the Government.
CURRENT STATUS OF OPERATIONS
Since the Company owns substantial real estate, in its Endeavour to rehabilitate the
Company and to tap its resources to augment finances so as to be able to liquidate its
huge liabilities and to utilize the surplus for taking up new business activity in the
Company, as authorized by the Memorandum of Association of the Company. The Company
proposes to commence new industrial project at an opportune time after the due approvals
from the UP Government & resolving the land matter pending with the UP Government.
BOARD MEETINGS
The Board of Directors met 4 (Four) times during the period from 1st April, 2022 to
31st March, 2023. The Directors met on 27th May, 2022, 8th August, 2022, 14th November,
2022, and 13th February, 2023.
DIVIDEND
In view of the Losses suffered by the Company in the past, your directors are unable to
recommend any Dividend on Equity Share Capital.
OPERATIONS
During the year under review, the Company had not earned revenue from the operations
and has reported a loss of Rs. 60.91 lacs after taking into account exceptional losses.
SHARE CAPITAL
As on March 31, 2023, the Authorized Share Capital of the Company was Rs.25,00,00,000
and having issued & paid-up share capital of the Company was consisting of 1,15,76,689
equity shares of Rs.10/- each and 71,792 preference shares of Rs. 100 each.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, the Board of Directors and KMP of the Company consist of:-
| S. No. Directors Name |
Designation |
| 1. Mr. Manish Modi |
Executive Director, Chairperson, MD |
| 2. Mrs. Aditee Modi |
Non-Executive - Non-Independent Director |
| 3. Mr. Mayur Maheshwari |
Nominee Director |
| 4. Mr. Shashi Kant Ranjan |
Non-Executive - Independent Director |
| 5. Ms. Kavita Rani |
Non-Executive - Independent Director |
| 6. Mr. Nitesh Kumar |
Non-Executive - Independent Director |
| 7. Mr. Vineet Kumar Thareja |
Company Secretary & CFO |
During the Financial year 2022-23, there has been no change in the Board of Directors
and KMP of the Company except re- appointments of Mrs. Aditee Modi and Mr. Shashi Kant
Ranjan.
KEY MANAGERIAL PERSONNEL
In pursuance of requirement of Section 203 of the Companies Act, 2013, Mr. Manish Modi,
Chairman & Managing Director, Mr. Vineet Kumar Thareja, Chief Financial
Officer/Company Secretary & Compliance officer were designated as Key Managerial
Personnel of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
As required under Section 149(7) all the Independent Directors on the Board of the
Company have issued their annual declaration stating that they meet all the criteria of
independence as required under the Act.
STOCK EXCHANGE LISTING
The Securities of the Company are listed with the Bombay Stock Exchange.
COMMITTEES OF THE COMPANY
A. AUDIT COMMITTEE
In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015, the Audit Committee
consist of following members as on 31st March, 2023:-
| S. Name of Director No. |
Designation |
| 1. Mr. Shashi Kant Ranjan |
Non-Executive- Independent Director, Chairperson |
| 2. Ms. Aditee Modi |
Non-Executive - Non-Independent Director, Member |
| 3. Ms. Kavita Rani |
Non-Executive- Independent Director, Member |
| 4. Mr. Nitesh Kumar |
Non-Executive- Independent Director, Member |
The said Committee met on 27th May, 2022, 8th August, 2022, 14th November, 2022, and
13th February, 2023.
During the Financial Year 2022-23, there was no change in the Composition of the Audit
Committee of the Company.
There were no occasions during the year where the Board of Directors did not accept the
recommendations of the Audit Committee. Further, as on date, the composition of Audit
Committee is in compliance with Section 177 of the Companies Act, 2013 and Regulation 18
of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
B. NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178(1) and Regulation 19 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, as on 31st March, 2023, the Nomination &
Remuneration Committee consist of three Directors out of which two are
Independent Director and one is Non-Executive Director. Mr. Shashi Kant Ranjan is the
Chairman, Ms. Kavita Rani and Mrs. Aditee Modi are members of the said Committee.
The said Committee held on 8th August 2022.
During the Financial Year 2022-23, there was no change in the Composition of the
Nomination and Remuneration Committee of the Company.
The said Committee laid down the Policy on Remuneration stating therein the positive
attributes required for the Managing Director, Independent Directors and Key Managerial
Personnel. The said policy also states the modus operandi for determining the remuneration
to the above said personnel. The Policy on remuneration of the Company can be viewed on
the Companys website www.modipon.net. Further, as on date the composition of Nomination
and Remuneration Committee is in compliance with Section 178(1) of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with Section 178(5) and Regulation 19 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, as on 31st March, 2023, the stakeholders
relationship committee consist of three Directors out of which two are Independent
Director and one is Non-executive Director. Mr. Shashi Kant Ranjan is the Chairman, Ms.
Kavita Rani and Mrs. Aditee Modi are members of the said Committee.
The said Committee met on 13th February 2023.
During the Financial Year 2022-23, there was no change in the Composition of the
Stakeholder Relationship Committee of the Company.
Further, as on date, the composition of Stakeholders Relationship Committee is in
compliance with Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015.
D. RISK MANAGEMENT COMMITTEE
The Company has also constituted a Risk Management Committee consisting of Mr. Manish
Modi as Chairman and Mrs. Aditee Modi and Mr. Shashi Kant Ranjan as members and Mr. Vineet
Kumar Thareja is the Secretary of the Committee.
The said Committee laid down the Policy on Risk Management stating therein the
objectives and purpose of the said policy. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving those risks which are material in nature and are
associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on material risk related issues.
RISK MANAGEMENT POLICY
The Risk Management Policy of the Company can be viewed on the Companys website
www.modipon.net.
VIGIL MECHANISM
In compliance with Section 177 (9) of the Companies Act, 2013 and Regulation 22 of SEBI
(Listing obligations and Disclosures Requirements) Regulations, 2015, the Company has
framed a whistleblower policy which can be viewed on Companys website www.modipon.net. In
terms of the said policy the Directors and employees are given direct access to the
Chairman of the Audit Committee to report on alleged wrongdoings.
EXPORTS
On account of closure of the manufacturing operations of the Company, there has not
been any export during the financial yea. The FOB value of exports during the previous
financial year was nil.
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy, including vigil mechanism to report genuine
concerns of grievances, providing direct access to the Chairperson of the Audit Committee
in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the
website of the Company www.modipon.net.
INTERNAL FINANCIAL CONTROL
The Company has managed its own the internal accounts of the Company due to acute
business losses since last several years and there was no revenue from operation to the
company.
NOMINATION & REMUNERATION POLICY
Nomination & Remuneration Policy of the company, as formulated and approved by
Nomination and Remuneration Committee in its meeting held on 1st August, 2015, governs
Directors appointment including criteria for determining their qualifications, positive
attributes, their independence and remuneration for the Directors, KMPs and other
employees. The Nomination and Remuneration Policy is posted on Companys website
www.modipon.net.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
Details of loan(s), guarantee and investments are given in the notes to Financial
Statements.
AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES:
During the year under review, the Company has not transferred any money towards General
Reserve.
PERSONNEL
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is applicable on listed companies.
The Company has 4 (Four) No. of employees and out of which two are on retainership as
on March 31, 2023.
Subsequent to the closure of the Manufacturing Operations of the Company, all issues of
ex-workmen/employees have been amicably resolved. The total dues of these
workmen/employees (other than 5 workmen who have not yet collected their payment) have
been paid. These 5 ex-workmen/employees had approached DRT-II, New Delhi seeking order for
payment of dues in excess of the legal dues as paid to the other workmen/employees.
Honble DRT had directed them to approach the Labour Commissioner for adjudication of
their dues. None has approached the Labour Commissioner as directed by DRT. However, as
directed by DRT, the Company had deposited Rs. 27 Lacs the amount payable to them with DRT
which in the absence of any claim by these workmen, has been released by DRT to PNB.
Recently, Deputy Labour Commissioner has passed its detailed order dated September 8, 2022
and submitted its detailed Order with the Special Secretary, Industrial Department,
Lucknow as part of land issue matter which was pending before the Industrial Department
since 2019. In the aforesaid order, the total dues to be paid to worker is Rs. 21,74,758
only against the alleged dues of Rs. 2,84,75,199. In Compliance of the aforesaid order
dated 08.09.2022, Company has duly deposited Rs. 21,74,758 through Cheques in the name of
each workmen as mentioned in the detailed Order. The aforesaid order was challenged by the
workers before Honble High Court of Allahabad which is pending for hearing.
Details as required pursuant to MCA Notification G.S.R. 646(E) dated 30th June, 2016
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, none of the employee was in receipt of remuneration of Rs. One Crore and Two Lacs or
more per year throughout the year or Rs. Eight Lacs and Fifty Thousand per month for the
part of the year.
Further, none of the employees holds by himself or along with his spouse and dependent
children, not less than 2% of equity shares of the Company.
It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of
the Company.
Particulars about Key Managerial Personnel
a. Pursuant to the Rule 5(1) Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the information required to be disclosed by every Listed Companies
in its Board Report are as follows:-
| Name of Director/ KMP and Designation |
Remuneration of Directors/ KMPs for FY 2022-23 |
% increase in remuneration in FY 2021-22 |
Ratio of Remuneration to the median remuneration of employee |
| Mr. Manish Modi - Chairman & Managing Director |
|
|
|
| Mr. Vineet Kumar Thareja -Company Secretary & CFO |
17,99,996 |
17,99,996 |
|
* Remuneration paid to him includes bonus and excludes Travelling expenses etc.
b. The Median remuneration (based on salary) of employees of the Company during the
financial year 2022-23 was Rs. 2,30,000/-.
c. The percentage increase in the median remuneration (based on salary) of employees in
the financial year 2022-23 was NIL. As the total salary has been paid same as compared to
the previous year.
d. Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
Since Company is a non-operational company and in view of losses, nominal increase was
made in the managerial remuneration while the remuneration of Managing Director is NIL.
e. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
of the Company.
FIXED DEPOSITS
At the beginning of the financial year, the balance on account of Fixed Deposits
accepted from the Public and Members stood at Rs. Nil. There was no deposit liable to be
transferred to the credit of Investors Education and Protection Fund.
The Company has not accepted any deposits during the year as envisaged under Sections
73, 74 & 76 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:
There has been no material change and commitment, affecting the financial performance
of the Company occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the permanent closure of the Manufacturing Operations, provisions relating
to furnishing of the details of
(i) Conservation of Energy, (ii) Research & Development and Technology Absorption
and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure
of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.
AUDITORS AND AUDIT REPORT
M/s B.M. Chatrath & Co. LLP, Chartered Accountants, Noida (Firm Regn. No.E300025)
were Appointed as the statutory auditors for a further period of Five (5) years in the
Annual General Meeting held on 27th September, 2021. The requirement for ratification of
appointment of Auditors by Members at each Annual General Meeting has been omitted as per
Section 40 of the Companies (Amendment) Act, 2017 (notified on May 7, 2018).
With reference to the qualifications contained in the Auditors Report, the Directors
wish to state that the Notes on Accounts and Significant Accounting Policies referred to
by the Auditors in their Report are self-explanatory and hence do not call for any further
comment.
COST AUDIT
In view of permanent closure of operations, the Company had applied for exemption from
the requirement of Cost Audit. Accordingly, appointment of Cost Auditor is not envisaged.
Reporting of frauds:
There was no instance of fraud during the financial year under review, which required
the Statutory Auditors to report to the Audit Committee and /or Board under Section
143(12) of the Act and Rules framed thereunder.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company
declare as under:
(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards
had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the State of Affairs of the Company at the end of the
Financial year and of the Profit of the Company for that period;
(iii) that the Directors had taken proper and sufficient care for the maintenance of
adequate Accounting Records in accordance with the provisions of the Companies Act, 1956
for safeguarding the Assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) that in view of the permanent closure of the Manufacturing Operations of the
Company, the Directors had not prepared the Annual Accounts on a going concern basis.
(v) that the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
(vi) that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
SUBSIDIARY COMPANIES
The Company does not have any Subsidiary Company.
EXTRACT OF THE ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Extract of the Annual Return of the
Company for the FY 2022-23 is available on the website of the Company i.e. www.modipon.net
and can accessed through link http://www. modipon.net/corporate-filings/.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
there under, the Company had appointed Mr. Ranjeet Kumar Verma, M/s. Ranjeet Verma &
Associates, Practicing Company Secretary (FCS No. 6814, CP No.7463) of Vaishali
(Ghaziabad) as Secretarial Auditors of the Company for the period from 1st April, 2022 to
31st March, 2023.
M/s. Ranjeet Verma & Associates have submitted their Secretarial Audit Report and
have issued their certificate as per the prescribed format in MR-3 to the shareholders of
the Company, which is annexed to this Report as Annexure -1. They have confirmed that the
Company has proper board processes, a compliance mechanism in place and has also complied
with the relevant statutes, rules and regulations applicable to the Company. They have
also confirmed that the Company has complied with the necessary secretarial standards, as
applicable.
For the Financial Year 2023-24 also Company has appointed of M/s. Ranjeet Verma &
Associates, Vaishali (Ghaziabad) as Secretarial Auditors of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there have been no significant and material orders passed
by any regulators/courts/tribunals that could impact the Companys operations in future,
except the pendency of litigation before the UP Government, High Court and Supreme Court.
RELATED PARTY TRANSACTIONS
The Company has in place a policy on related party transactions and the said policy can
be accessed on Companys website www.modipon.net.
No contracts or arrangements has been entered with related party in the context of
Section 188 of the Companies Act, 2013 during the year under review. Further, the details
of other related party transaction as approved by the audit committee and board of
directors of the Company entered during the financial year 2022-23 forms part of the notes
to financial statements.
FORMAL ANNUAL EVALUATION
As required under Section 134(2) (p) of the Companies Act, 2013 read with Regulation 17
and 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors approved the evaluation criteria as recommended
by the Nomination and Remuneration Committee for evaluating the performance of the Board
of Directors, its Committees and the performance of Independent Directors.
Accordingly, as required under Schedule IV of the Companies Act, 2013 read with
Regulation 17 and 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors evaluated performance of the
non-independent Directors and the Board as a whole. They also reviewed the performance of
the Chairman of the Company and also assessed the quality, quantity and timelines of flow
of information between the Company Management and the Board that was necessary for the
Board to effectively and reasonably perform their duties.
Also, as required, the Board assessed the performance of the Independent Directors as
per the criteria laid down and have recommended their continuation on the Board of the
Company.
The Board of Directors assessed the performance of the individual Directors on the
Board based on parameters such as, relevant experience and skills, ability and willingness
to speak up, focus on shareholder value creation, governance standards, knowledge of
business, processes and procedures followed, openness of discussion/integrity,
relationship with management, impact on key management decisions etc. The members of the
Committee of Audit, Nomination & Remuneration and Stakeholders Relationship were also
assessed on the above parameters and also in the context of the Committees effectiveness
vis-a-vis the Act and the listing requirements.
Disclosure on confirmation with the Secretarial Standards:
Your directors confirm that the Secretarial Standards issued by the Institute of
Company Secretaries of India have been duly complied with.
CORPORATE GOVERNANCE
The Report on Corporate Governance together with the Statutory Auditors Certificate
thereon are annexed hereto and forms part of this Report. The Management Discussion and
Analysis Report are annexed hereto and forms part of this Report.
The Company has also adopted the mandatory policy on Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Employees have been
sensitized on the provisions of this enactment and the Company has also constituted an
internal complaints committee with effect from 28th May, 2015 to deal with complaints, if
any, under the said Act. There was no complaint received during the year to report.
ADEQUACY OF INTERNAL CONTROLS
Your Company has in place adequate internal control systems combined with delegation of
powers and periodic review of the process. The control system is also supported by
internal audits and management reviews with documented policies and procedures.
ISSUE OF SHARES
During the year under review, the Company has not issued any Sweat equity shares or
shares with differential rights or under Employee Stock Option Scheme nor did it buy-back
any of its shares.
STATUTORY DISCLOSURES
None of the Directors are disqualified under the provisions of Section 164(2) of the
Companies Act, 2013. The Directors have made the requisite disclosures, as required under
the provisions of the Companies Act, 2013.
APPRECIATION
Your Directors would like to express their sincere appreciation to the various
Departments of the Central and State Governments, UPSIDA and Investors for their continued
valuable support and assistance. Your directors also wish to thank all the Officers and
Staff of the Company at all levels for their contribution, support and continued
co-operation throughout the year.
|
For and on behalf of the Board, |
| Place: New Delhi |
(Manish Modi) |
(Aditee Modi) |
| Dated: 11th August 2023 |
Managing Director |
Director |
+91-9892691696
