Modern Converters Ltd Directors Report.

For The Financial Year 2018-19

Dear Members,

The Board of Directors hereby submits the 73rd Annual Report of the business and operations of the Company, along with the audited financial statements for the financial year ended 31st March, 2019.

1. Results of our operations:

Amount Thousands
Particulars As at 31st March, 2019 As at 31st March, 2018
Total Revenue 65.00 23,416.65
Profit before Tax (14,83.38) (19,97.06)
Less: Provision for Tax - -
Profit After Tax (1483.38) (1997.06)

Dividend

The Directors have not recommended any dividend for the financial year under reference and no transfer is proposed to be made to Reserves.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantee or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2018-19 is appended in the notes to the Financial Statements that form part of this Annual Report.

2. Business:

Brief description of the Companys working during the year/State of Companys affair

The Company being a trading company is currently engaged in trading and investment in shares & securities.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Securities

The company has not issued any equity shares on preferential basis during the year.

Deposits:

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

Related Party Transactions

The company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arms length basis during the financial year 2018-2019, therefore, the Form AOC-2 is not required to be annexed to this Report.

Material Changes and Commitments, if any, affecting the Financial Position between the end of the financial year and date of the report

No material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the company and the date of this report. There is no Change in the nature of business of company during the financial year.

3. Corporate Governance

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. The goal of corporate governance is to ensure fairness for every stakeholder. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term.. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Pursuant to Regulation 15 of SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25,26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance providing the disclosures as required under para C of Schedule V has not be provided in this Annual report.

Directors:

Changes in Directors and Key Managerial Personnel

During the financial year under review following changes were made in the composition of the Board of Directors and Key Managerial Personnel:

At the Board Meeting held on 3rd September, 2018, Mr. Binit Agarwal resigned from the post of Director.

At the Board Meeting held on 12th February, 2019, Mr. Kishan Choudhary resigned from the post of Director and Mr. Jaipal Singh Barsi Singh Parmar (category: independent) and Mr. Pankaj Kumar Agarwal (category non independent non executive) were appointed as additional directors of the Company. Their appointment shall be regularized subject to the approval of shareholders at the ensuing Annual General Meeting.

Declaration by an Independent Director(s) and re- appointment

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Formal Annual Evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

Number of Board Meetings:

Five Meetings of the Board of Directors were held during the financial year 2018-19. These were held on the following dates:

i. 29.05.2018;

ii. 13.08.2019;

iii. 03.09.2018;

iv. 14.11.2018

v. 12.02.2019

Independent Directors Meeting

During the year under review, Independent Directors met on 12th February, 2019, inter-alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board as whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

Managerial Remuneration:

During the year Company incurred Losses and has not provided any Managerial Remuneration to the Directors.

Particulars of Employees:

Provisions of Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as no employee or Director of the Company was in receipt of such remuneration as prescribed under the said Rules.

Familiarization Programme for Independent Directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Details of establishment of vigil mechanism for directors and employees

The Company has a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics.

Corporate Social Responsibility (CSR)

During the year your Company does not fall in any of the criteria specifies in pursuant to Sub Section 1 of Section 135 of the Companies Act, 2013, the disclosure/reporting as applicable to CSR companies, is not applicable to the Company. However, the Company strives to make constant efforts to contribute to the Society by trying to achieve a balance of economic, environmental and social imperatives, while at the same time addressing the expectations of shareholders and stakeholders.

Code of conduct for prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Companys shares by Designated Persons, if any, are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Companys shares.

Risk management policy

The company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

Order of Court

During the period under review there were no significant and material orders passed by regulators or courts or tribunals impacting the Company are going concern status and its future operations.

Sexual Harassment of Women At Work Place

The Company has in place the requisite Internal Committee as envisaged in the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.No Complaints on the issues covered by the above Act were received during the year.

Audit Committee:

Audit Committee meeting is generally held for the purpose of recommending the Quarterly, half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. Mrs. Renu Sharma acts as the Chairman of the Committee. The Committee met four times during the year under review: 29/05/2018, 13/08/2018, 14/11/2018 and 12/02/2019. These meetings were well attended. As on 31st March, 2019 following are the members of the Committee.

Name Designation
Renu Sharma Chairman
Yash Saraogi Member
Jaipal Singh Barsi Singh Parmar Member

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. The Committee met once during the year under review on 12/02/2019 which was well attended. Mrs. Renu Sharma acts as the Chairman of the Committee. As on 31st March, 2019 following are the members of the Committee.

Name Designation
Renu Sharma Chairman
Jaipal Singh Barsi Singh Parmar Member
Pankaj Kumar Agarwal Member

Stakeholders Relationship Committee:

The Company has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. Mrs. Renu Sharma acts as the Chairman of the Committee. The Committee met four times during the year under review: 29/05/2018, 13/08/2018, 14/11/2018 and 12/02/2019. These meetings were well attended. As on 31st March, 2019 following are the members of the Committee.

Name Designation
Renu Sharma Chairman
Jaipal Singh Barsi Singh Parmar Member
Pankaj Kumar Agarwal Member

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Extract of the Annual Return

In accordance with Section 134 of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure to the Boards report.

Management Discussion & Analysis Reports

The Management Discussion & Analysis Report has been annexed with the report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(B) the directors have 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 and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively, and

(f) 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.

4. Auditors

Statutory Auditors

M/s Gupta Saharia & Co., Chartered Accountants, have been appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2019. Since, the term of the auditor shall expire, your directors proposes to appoint statutory auditor who shall hold office for a period of one term being 5 years commencing from the conclusion of ensuing Annual General Meeting and concluding at Annual General Meeting which shall be held in the year 2024.

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report are given.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Ms Priyanka Dhaunka was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2019. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

Internal Auditor

M/s Rathindra Nath Ghosh & Co., Chartered Accountants, Internal Auditor has submitted a report based on the internal audit conducted during the period under review. The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

5. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

6. Maintenance Of Cost Records:

The provisions relating to maintenance of cost records are not applicable to the Company.

7. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors
Sd/-Yash Saraogi Sd/- Pankaj Kumar Agarwal
Managing Director Director
DIN: 00402101 DIN: 05131265
Place: Kolkata
Date: 25/05/2019