Modex International Securities Ltd Directors Report.

Dear Members,

On behalf of the Board of Directors (the "Board") of the Company, we are pleased to present the 25 Boards Report together with the Audited Financial Statements of the Company for the financial year ended 31 March, 2019.

FINANCIAL PERFORMANCE

The Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2019, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of the Company for the financial year ended 31st March, 2019 are summarized below:

(All amount in INR)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 187,511,286 203,823,918 224,148,994 213,299,875
Profit before Tax 5,059,394 6,563,978 14,862,930 6,113,799
Profit for the year 5,538,860 7,435,672 12,791,625 6,944,418
Other Comprehensive Income (58,628) (656,793) (58,628) (656,793)
Total Other Comprehensive Income for the year (58,628) (656,793) (58,628) (656,793)

State of the Companys Affairs

During the financial year under review, the revenue from operations (consolidated) increased to Rs. 224,148,994/- as compared to the previous financial year, a growth of over 5.08%. Net profit after tax (consolidated) increased by 84.20% to Rs. 12,791,625/-.

During the financial year under review, the revenue from operations (standalone) decreased by 8.00% to Rs. 187,511,286/-. Net profit after tax (standalone) decreased by 25.50% to Rs. 5,538,860/-.

During the financial year under review, the performance of the Company has been satisfactory. The Directors are looking for avenues and making continuous efforts to expand the business of the Company.

DIVIDEND

The Board has recommended a final dividend at Re. 0.20/- per equity share of Rs. 10/- each fully paid-up equity share of the Company (2% of paid-up share capital of the Company) for the financial year ended 31st March, 2019.

The total payout is expected to be Rs. 1,446,720/- (inclusive of dividend distribution tax of Rs. 246,720/-). The dividend recommended, is subject to approval of members at the ensuing Annual General Meeting and the same, if approved, will be paid to members within the period stipulated by the Companies Act, 2013 (the "Act").

Unpaid/Unclaimed Dividend

In accordance with the provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of 7 (Seven) years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The following table provides dates on which unpaid/unclaimed dividend and the corresponding shares would become liable to be transferred to IEPF:

Financial year for which dividend declared Date of declaration of dividend Due date for transfer to IEPF
2016-17 14th July, 2016 18th August, 2023

The Company has uploaded the details of unpaid/unclaimed amounts lying with the Company as on the date of 24th Annual General Meeting (i.e. 29th September, 2018) on the website of the Company at www.modexindia.com

Members who have not yet encashed their dividend warrant(s) for the above financial year, are requested to make their claims before relevant due date without any delay to the Company or M/s MAS Services Limited, the Registrar and Share Transfer Agent of the Company.

During the financial year under review, no dividend and/or the corresponding shares were liable to be transferred to IEPF.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company stood at Rs. 60,000,000/- as at 31 March, 2019 comprising of 6,000,000 equity shares of Rs. 10/- each fully paid-up.

During the financial year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor sweat equity shares to employees of the Company under any scheme. The Company has not issued any debentures, bonds or any other convertible securities or non-convertible securities or warrants.

There was no change in share capital during the financial year under review.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves.

DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act and as such, no amount on such account of principal or interest on such deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act, disclosure on particulars of the loans given, investments made, guarantees given or securities provided during the financial year under review, are provided as part of the Audited Financial Statements (Please refer Note No. 5 and 6 of the Standalone Financial Statements).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company since the end of the financial year till the date of this report.

BUSINESS

The Company is a leading broking house which provides complete and efficient environment for trading and dealing in capital market. The Company believes in conducting its business activities with the highest level of integrity, accountability and transparency to give the best services to its investors for dealing in stock market for the growth of Indian economy as a whole.

The vision of the Company is "to be a global major in providing complete investment solutions and maximizing stakeholders value, profitability and growth by being financially strong, customer friendly and progressive through better efficiency and complete transparency in the organization".

Change in the nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company, its subsidiary and associate prepared in accordance with Section 129(3) of the Act and Ind AS 110 – Consolidated Financial Statements read with Ind AS 28 – Investments in Associates and Joint Ventures along with all relevant documents and the Auditors Report thereon form part of this Annual Report.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review, the Company had one wholly owned subsidiary company viz. Modex International Securities (IFSC) Private Limited and one associate company viz. Modex Commodity Trades Private Limited.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the subsidiary and associate companies in Form AOC-1 is provided as Annexure to the Consolidated Financial Statements and therefore not repeated, to avoid duplication.

The Annual Report of the Company, containing the Standalone and the Consolidated Financial Statements and all other documents required to be attached thereto have been placed on the website of the Company at www.modexindia.com The Financial Statements of the subsidiary, as required, have been placed on the website of the Company at www.modexindia.com

The Financial Statements of the subsidiary and associate companies will also be available for inspection during the business hours at the Registered Office of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is annexed to this Report as "Annexure A".

CORPORATE GOVERNANCE REPORT

Pursuant to the threshold limit as stipulated in Regulation 15(2)(a) of the Listing Regulations, the Corporate Governance Report as prescribed in Regulation 27 read with para C, D and E of Schedule V of the Listing Regulations, is not applicable to the Company since the paid-up share capital of the Company is less than Rs. 10 Crores and net worth is less than Rs. 25 Crores as at 31 March, 2019.

However, the Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the members and the Company are properly served. It has always been the Companys endeavor to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of land.

BOARD OF DIRECTORS

Board Composition and Independence

The Company has a duly constituted Board with a proper balance of Executive, Non-Executive and Independent Directors (including Woman Director) who bring to the table the precise blend of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the members.

The Board comprises of optimum number of Independent Directors. The Company has received declarations from all the Independent Directors under Section 149(7) of the Act, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and the provisions of the Listing Regulations.

All the Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act.

The Company has in place a comprehensive Code of Conduct (the "Code") applicable to the Directors, Employees and Senior Management Personnel. The Code is applicable to Non-Executive Directors including Independent Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of Code of Conduct has been placed on the website of the Company at http://www.modexindia.com/Pdf/CODE-OF-CONDUCT-FOR-MANAGEMENT.pdf Composition of the Board as on 31st March, 2019:

Promoter Executive (Whole-Time Director) Mr. Dharmendra Kumar Arora
Mr. Pavan Sachdeva
Non-Executive (Independent Director) Mr. Vikram Duggal
Mr. Parminder Singh Kindra
Mrs. Sarika Chawla
Mr. Ajay Jain

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dharmendra Kumar Arora, Whole-Time Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment.

The Board based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, has recommended re-appointment of Mr. Vikram Duggal as an Independent Director of the Company for a second term of 5 (Five) consecutive years with effect from 1st April, 2019 till 31 March, 2024. The Board considers that, given his background, experience and contributions made by him during his tenure, the continued association of Mr. Vikram Duggal would be beneficial to the Company.

The Board on recommendation of the Nomination and Remuneration Committee, has appointed Mr. Ajay Jain as an Additional Director, to be an Independent Director to hold office for a term of 5 (Five) consecutive years w.e.f. 27th March, 2019, subject to approval of members at the ensuing Annual General Meeting. Mr. Ajay Jain is independent of the management and possesses appropriate skills, experience and knowledge.

Further, being a trading member of various stock exchange(s), approval is required for change in directors of the Company and the same was obtained for appointment of Mr. Ajay Jain as an Independent/Non-Designated Director from BSE Limited on 13 March, 2019 and National Stock Exchange of India Ltd. on 18 March, 2019 respectively.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the rules framed thereunder:

Mr. Dharmendra Kumar Arora, Whole-Time Director

Mr. Pavan Sachdeva, Whole-Time Director

Mr. Kundan Lal Grover, Chief Financial Officer

Mrs. Shraddha Mahendrakumar Bora, Company Secretary & Compliance Officer

During the financial year under review, there has been no change in the Key Managerial Personnel of the Company.

Number of meetings of the Board

The Board met 9 (Nine) times during the financial year under review. The meetings of the Board were held on 9th April, 2018, 30th May, 2018, 3rd July, 2018, 13th August, 2018, 5th October, 2018, 14th November, 2018, 3rd January, 2019, 14th February, 2019 and 27 March, 2019. The maximum interval between any two meetings did not exceed 120 days.

Attendance at Board Meetings and last Annual General Meeting:

Name of the Director Number of Board Meetings Attended during the financial year under review Attendance at the last Annual General Meeting held on 29th September, 2018
Mr. Dharmendra Kumar Arora 9 Yes
Mr. Pavan Sachdeva 9 Yes
Mr. Vikram Duggal 6 Yes
Mr. Parminder Singh Kindra 7 Yes
Mrs. Sarika Chawla 3 No
Mr. Ajay Jain* 0 NA

* Appointed w.e.f. 27th March, 2019.

Independent Directors Meeting

1 (One) separate meeting of the Independent Directors to review the performance of Non-Independent Directors and the Board as a whole was held on 29th March, 2019, which was attended by Mr. Parminder Singh Kindra, Mrs. Sarika Chawla and Mr. Ajay Jain.

Familiarization Programme of Independent Directors

Familiarization Programme of Independent Directors enable them to understand the Companys business in depth that would facilitate their active participation in managing the Company. The Company keeps Independent Directors informed of the activities of the Company, its management and operations through presentations, quarterly results, etc. The details of familiarization programme is available on the website of the Company at http://www.modexindia.com/Pdf/FAMILARIZATIONPROGRMAMMEOFINDEPENDENTDIRECTORS.pdf

COMMITTEES OF THE BOARD

The Board has constituted 3 (Three) Committees to carry out various functions, as entrusted, and give the suitable recommendations to the Board on the significant matters, from time to time. All decisions and recommendations of the Committees are placed before the Board either for information or approval. The Board is authorised to constitute additional functional Committees, from time to time, depending on business needs.

Following are the details of the Committees as on 31 March, 2019:

I. AUDIT COMMITTEE

The Board has constituted an Audit Committee with all the members being Non-Executive Independent Directors except one. The Chairman of the Committee is an Independent Director. They possess sound knowledge and have vast experience in the area of finance, accounts and industry.

Composition of the Audit Committee as on 31 March, 2019:

Name Designation Category
Mr. Parminder Singh Kindra Chairman Non-Executive (Independent)
Mr. Vikram Duggal Member Non-Executive (Independent)
Mr. Dharmendra Kumar Arora Member Promoter Executive (Whole-Time Director)

Meetings and Attendance:

During the financial year under review, the Audit Committee met 5 (Five) times on the following dates: 7th April, 2018, 28th May, 2018, 9th August, 2018, 12th November, 2018 and 12th February, 2019.

Name Meetings Attended
Mr. Parminder Singh Kindra 5
Mr. Vikram Duggal 4
Mr. Dharmendra Kumar Arora 5

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee with all the members being Non-Executive Independent Directors including the Chairman.

Composition of the Nomination and Remuneration Committee as on 31st March, 2019:

Name Designation Category
Mr. Vikram Duggal Chairman Non-Executive (Independent)
Mr. Parminder Singh Kindra Member Non-Executive (Independent)
Mrs. Sarika Chawla Member Non-Executive (Independent)

Meetings and Attendance:

During the financial year under review, the Nomination and Remuneration Committee met 3 (Three) times on the following dates: 7th April, 2018, 12th February, 2019 and 26th March, 2019.

Name Meetings Attended
Mr. Vikram Duggal 2
Mr. Parminder Singh Kindra 3
Mrs. Sarika Chawla 1

III. SHAREHOLDERS/INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Board has constituted a Shareholders/Investors Grievance and Share Transfer Committee with all the members being Non-Executive Independent Directors except one. The Chairman of the Committee is an Independent Director.

Composition of the Shareholders/Investors Grievance and Share Transfer Committee as on 31st March, 2019:

Name Designation Category
Mr. Vikram Duggal Chairman Non-Executive (Independent)
Mr. Parminder Singh Kindra Member Non-Executive (Independent)
Mr. Dharmendra Kumar Arora Member Promoter Executive (Whole-Time Director)

Meetings and Attendance:

During the financial year under review, the Shareholders/Investors Grievance and Share Transfer Committee met 4th (Four) times on the following dates: 7th April, 2018, 2nd July, 2018, 8th October, 2018 and 3rd January, 2019.

Name Meetings Attended
Mr. Vikram Duggal 3
Mr. Parminder Singh Kindra 3
Mr. Dharmendra Kumar Arora 4

Details of complaints received and redressed during the financial year under review:

The Company received NIL complaints from the shareholders during the financial year under review. The Company has a practice to redress to the satisfaction of the shareholders effectively within the statutory time limit if any complaints are received.

No complaint was pending at the end of financial year as on 31t March, 2019.

The Company has created a dedicated e-mail Id: investors@modexindia.com for exclusive dealing with shareholders/ investors related correspondences/grievances for prompt and efficient investor services by the Company. Shareholders/ Investors have been advised to send their queries/complaints to this e-mail Id for quick and prompt reply from the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

A policy has been framed for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration and other matters provided under Section 178(3) of the Act.

Pursuant to the provisions of Section 134(3)(e) of the Act, the Nomination and Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the website of the Company at http://www.modexindia.com/Pdf/NOMINATIONANDREMUNERATIONPOLICY.pdf

The Board affirms that the remuneration paid to Directors is in accordance with the remuneration policy of the Company.

BOARD EVALUATION

The Board Evaluation framework has been designed in compliance with the Act and the Listing Regulations to evaluate annual performance of the Board, Committees and other Individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Non-Independent Directors and the Board as a whole. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Individual Directors.

CODE FOR PREVENTION OF INSIDER TRADING

On December 31, 2018, the Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from April 1, 2019. In line with the amendments, the Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at http://www.modexindia.com/Pdf/PREVENTION-OF-INSIDER-TRADING-CODE.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (i) a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules; and (ii) the disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company.

Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished upon request.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

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 as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by companies for ensuring the orderly and efficient conduct of its business, including adherence to 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 information.

Internal Financial Controls are an integrated part of the risk management process, addressing financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, controlled self assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditors and the Statutory Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companys Internal Financial Controls are designed effectively and are operating as intended.

AUDITORS AND AUDITORS REPORT

I. STATUTORY AUDITORS

M/s. Prakash & Santosh, Chartered Accountants were appointed as Auditors of the Company for a term of 5 (Five) consecutive years at the Annual General Meeting held on 23rd September, 2017. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Board wishes to state that the Auditor of the Company has given qualified opinion on the Financial Statements of the Company for the financial year ended 31st March, 2019. The qualification and managements explanation to the aforesaid qualification is given as under:-

Auditors qualification Managements explanation
The Company has not stated the inventories at the lower of cost and net realizable value but has stated them solely at cost, which constitutes a departure from the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013. In the opinion of the management, being into the business of stock market which is a highly volatile market, the Company valued the stock at cost price to avoid notional profit and notional loss.

II. SECRETARIAL AUDITORS

The Board appointed Mr. Parveen Rastogi (M. No. 4764 and COP No. 2883), Proprietor at Parveen Rastogi & Co., Practicing Company Secretaries as the Secretarial Auditor to conduct secretarial audit for the financial year under review. The Secretarial Auditors Report for the financial year under review is annexed to this Report as "Annexure B".

The report does not contain any qualification, reservation or adverse remark or disclaimer.

III. INTERNAL AUDITORS

The Board appointed M/s. M. C. Maheshwari & Co., Chartered Accountants as the Internal Auditors of the Company to conduct internal audit of the internal records maintained by the Company for the financial year under review pursuant to provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board under Section 143(12) of the Act, including the rules made thereunder.

COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed under Section 148(1) of the Act has not been specified by the Central Government for the nature of the business activities carried out by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year under review, were in the ordinary course of business and on an arms length basis.

During the financial year under review, the Company had not entered into any contract or arrangement with related parties which could be considered material according to the policy of the Company on materiality of Related Party Transactions which may have potential conflict with the interest of the Company or which warrants the approval of the shareholders. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

However, details of the Related Party Transactions are provided in Note No. 32 of the Standalone Financial Statements. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at http://www.modexindia.com/Pdf/RELATEDPARTYTRANSACTIONS.pdf

RISK MANAGEMENT

The Company being into capital market is subjected to both Business and Financial risks. While the business risks are associated with operating environment, ownership structure, management, system and policy, the financial risk lies in asset quality, liquidity, profitability and capital adequacy. The company recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral part of the Companys business strategy.

The Company has a robust risk management framework and adopted a risk management policy to identify, monitor and minimize risk and also identify business opportunities. This framework seeks to create transparency, minimize adverse impact on the strategic and financial business objectives and enhance the Companys competitive advantage and also provide reasonable assurance that objectives are met by complying with all the applicable provisions of the Act and the Listing Regulations. The Company has proper confidentialities and privacy policies to control risk elements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of the Companys Code of Conduct and leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The Listing Regulations and the Act require all the listed companies to institutionalize the Vigil Mechanism and Whistle Blower Policy. Accordingly, the Board has adopted a policy to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding its accounting, auditing, internal controls or disclosure practices. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. More details are available on the website of the Company at http://www.modexindia.com/Pdf/VIGILMECHANISMPOLICY.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, Corporate Social Responsibility is not applicable to the Company. Thus, there is no requisite to constitute a committee, formulate the policy and spend amount on Corporate Social Responsibility.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the business activities carried out by the Company, the information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Part A- Conservation of Energy and Part B- Technology Absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

Foreign Exchange earnings and outgo as stipulated in Part C of the said Rules were NIL during the financial year under review.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize the employees protection and safety.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed towards providing a healthy environment and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place an Internal Complaints Committee to prevent sexual harassment of women at workplace and redress the complaints in this regard, if any.

During the financial year under review, the Company did not receive any such complaint.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return has been placed on the website of the Company at http://www.modexindia.com/Pdf/ANNUALRETURN2018-19.pdf

LISTING

The equity shares of the Company, total 6,000,000 of Rs. 10/- each, are listed on the BSE Limited (Formerly: The Bombay Stock Exchange Limited) as on the date of this Report.

The Company has paid annual listing fees to BSE Limited for the financial year 2019-20 within stipulated time period.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

As at 31st March, 2019, 5,898,300 equity shares have been dematerialized which account for 98.31% of the total equity. The Companys equity shares are under compulsory demat trading by all categories of investors.

SECRETARIAL STANDARDS

The Board states that the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India relating to Meetings of the Board of Directors and General Meetings respectively have been duly followed and complied by the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its operations in future.

GENERAL

The Board states that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the financial year under review:

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Whole-Time Directors of the Company neither receive any commission from the Company nor any remuneration or commission from its subsidiary company.

• There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board appreciates the trust reposed by the investor fraternity and clients in the Company and look forward to their continued patronage. The Board would like to thank the Financial Institutions, Bankers and Government Authorities for their continued support and all stakeholders for the continued confidence and trust placed by them with the Company. The Board also appreciates the contribution made by the employees at all levels for their hard work, dedication, cooperation and support for the growth of the Company.

For and on behalf of the Board of Directors of
Modex International Securities Limited
Sd/- Sd/-
Dharmendra Kumar Arora Pavan Sachdeva
Place: New Delhi Whole-Time Director Whole-Time Director
Date : 30th July, 2019 DIN: 00234555 DIN: 00257402