To,
The Members of
Modulex Construction Technologies Limited ("Company")
The Directors have pleasure in presenting 50th Annual Report of the Company,
along with the Audited Financial Statements (Standalone & Consolidated) for the
Financial Year ended 31st March, 2023.
1. FINANCIAL RESULTS:
Performance of the Company, for the financial year ended 31st March, 2023 is
as summarized below:
(Rs. In Lakhs)
|
Standalone |
Consolidated |
Particulars |
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
| Income from Operations |
NIL |
NIL |
NIL |
NIL |
| Add: Other Income |
20.12 |
27.37 |
29.59 |
30.16 |
| Total Income |
20.12 |
27.37 |
29.59 |
30.16 |
| Less: Total Expenditure |
176.97 |
105.29 |
1020.06 |
835.51 |
| Profit/ (loss) before Tax |
(156.85) |
(77.92) |
(903.91) |
(805.35) |
| Less: Tax expenses/ (Credit) |
- |
1.48 |
(0.30) |
3.93 |
| Profit/ (loss) after Tax |
(156.86) |
(79.40) |
(904.22) |
(809.28) |
Note: Previous period figures have been re-arranged, re-grouped, re-calculated and
re-classified, wherever necessary.
2. STATE OF COMPANYS AFFAIRS: Standalone
During the year under review, The Companys total income for the financial year ended
31st March, 2023 was Rs.20.12 lakhs as against Rs.27.37 lakhs in the
previous year, loss before tax was Rs. 156.85 lakhs against loss of Rs. 77.92 lakhs
during previous year and the loss after tax was Rs. 156.86 lakhs as compared to Rs.
79.40 lakhs in the previous year.
Consolidated
The Companys gross (total) income for the financial year ended 31 st March,
2023 was Rs.29.59 lakhs as against Rs. 30.16 lakhs during the previous year, loss before
tax stood at Rs. 903.91 lakhs against a loss of Rs. 805.35 lakhs in the previous year. The
loss after tax stood at Rs.904.22 lakhs against a loss of Rs. 809.28 lakhs reported in the
previous year.
3. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis, as required in terms of the Securities and
Exchange Board of India Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), forms part of this Boards Report.
4. DIVIDEND:
In view of losses incurred during the period under review, the Company does not
recommend any dividend on the equity shares for the financial year ended 31 st
March, 2023.
5. TRANSFER TO RESERVES:
In view of losses incurred by the Company during the Financial Year, The Company has
not transferred any amount to the Reserves for the financial year ended 31st
March, 2023.
6. PUBLIC DEPOSITS:
During the year under review, the Company has neither invited nor accepted any deposit
from public within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.
7. LISTING OF SHARES:
The equity shares of the Company are listed on The BSE Limited (BSE) and the listing
fees for the year 2023-24 has been paid.
8. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI
Listing Regulations, the Consolidated Financial Statements of the Company, including the
financial details of its Subsidiary Company, forms part of this Annual Report. The
Consolidated Financial Statements have been prepared in accordance with the Accounting
Standards as prescribed under Section 133 of the Companies Act, 2013.
9. SHARE CAPITAL:
The Authorized Share Capital of the Company was increased to Rs. 93,00,00,000/- from
Rs.73,00,00,000/- which comprises of 9,29,50,000 Equity Shares of Rs. 10/- each (vide
shareholders approval dated 20th April, 2022) and 50,000 Cumulative Redeemable
Preference Shares of Rs.10/- each as compared to Rs.7,29,50,000 Equity Shares of Rs. 10/-
each and 50,000 Cumulative Redeemable Preference Shares of Rs.10/- each. The Paid-up Share
Capital of the Company as on 31st March, 2023 stood at Rs. 51, 30, 30,400/-
which comprises of 5, 13, 03,040 Equity Shares of Rs. 10/- each.
On the date of this report, the paid up share capital stood at Rs. 69,20,17,860/- which
comprise of 6,92,01,786 Equity shares, your Company allotted 1,78,98,746 Equity Shares of
face value of Rs. 10/- each, on 13th May, 2023 against Equity Shares of Give
Vinduet Windows and Doors Private Limited on preferential basis by way of swap of Equity
Shares. Since the said shares were issued for consideration other than Cash, the price at
which the said shares were to be allotted was determined on the basis of the valuation
report of a registered valuer. The provisions of section 247 of the Companies Act, 2013
and Rules made thereunder were duly complied with.
10. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company does not have any Associate and Joint Venture Companies as on 31st
March, 2023.
Details of the Subsidiaries are specified below:
Sr. No. |
Name of the Subsidiaries |
| 1. |
Modulex Modular Buildings Private Limited |
| 2. |
Redribbon Advisory Services Private Limited (ceased w.e.f. 15th May,
2022) |
| 3. |
Give Vinduet Windows and Doors Private Limited* |
*Became the Subsidiary Company w.e.f. 13th May, 2023.
A statement containing the salient features of the financialstatements of Subsidiary
Company pursuant to the provision of Section 129 (3) of the Companies Act 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, are given in Form No. AOC-1 as annexure to
the financial statement. In accordance with Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated financialstatements and related
information of the Company and financial statements of its Subsidiary, will be updated on
the website of the Company at www.modulex.in.
11. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS OUTSTANDING DURING THE FINANCIAL
YEAR:
Details of the loans extended, guarantee(s) given or investment(s) made by your Company
under Section 186 of the Companies Act, 2013, during the financialyear 2022-23, are
provided in the Notes to the Financial Statements.
12. CORPORATE GOVERNANCE:
The report on Corporate Governance as stipulated under Regulation 34(3) read with Para
C of Schedule V of the Listing Regulations is presented in separate section forming part
of this Report as Corporate Governance Report.
13. 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 detention of fraud, error reporting mechanisms, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures.
14. SIGNIFICANT AND MATERIAL ORDERS:
There were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companys operations during the year
under review.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE REPORT:
There are no material changes or commitments affecting the financial position of the
Company that have occurred between the end of the financial year and the date of this
Report.
16. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the
Company. However, the Object clause of Memorandum of the Association was altered, special
resolution passed through Postal ballot dated 20th April, 2023.The Main object
and ancillary object in clause III of MOA of the Company be and are hereby amended as
follows:
1. The words "To carry on the business of manufacture of fabricated metal
products, except machinery and equipment" in clause III A (1) added.
2. The words "To carry on production, buildings, supplying, fabricating and
manufacturing of modular steel buildings, designing, fabricating, manufacturing, supplying
& installation to a diverse range of end markets encompassing hotel, education,
health, residential, commercials etc. for domestic and export markets" in
clause III A(2) added.
3. The Words "To carry on the business of consultants, contractors and
engineers and to develop, build, rebuild, pull down, demolish, erect, enlarge, contract,
assemble, hire, improve, alter, repair, replace, divide, consolidate, appropriate,
decorate, furnish and otherwise dispose or deal with immovable property in the course of
such business and to render consultation for construction of residential and office
buildings, houses, flats including multistoried" in clause
III A (1) be deleted.
4. The words "flats, bungalows, offices apartments, rooms, hospitals,
schools, colleges etc." in clause III A (2) be deleted.
5. The words "construct, develop" in clause III B (5) be deleted.
6. The words "build, construct, construction, development" in clause
III B (16) be deleted.
7. The words "and/or construction and erection of land,
buildings" in clause III B (20) be deleted.
17. PARTICULARS OF EMPLOYEES:
During the year under review, no employee of the Company was in receipt of remuneration
in excess of the limits prescribed under Section 197 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Re-Appointment and Retirement by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 ("Act"),
Mr. Ajay Palekar, (DIN: 02708940) is liable to retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible, offers himself for re-appointment.
Appointment and Remuneration of Directors:
The appointment and remuneration of Directors is governed by the Remuneration Policy of
the Company which also contains the criteria for determining qualifications, positive
attributes and independence of Directors.
On 30th September, 2022, Members approved re-appointment of Mr. Aditya
Vikram Kanoria - Independent Director, Mr. Ajay Palekar - Managing Director, Mr. Suchit
Punnose - Whole Time Director for the term of 5 years and members approved the change in
designation of Mr. Raj Kumar Sharma from Non-Executive Non -Independent Director to
Non-Executive Independent Director for the term of 5 years.
Resignation of Director:
Mr. Sandeep Khurana, Independent Director, resigned from the Board w.e.f 07th
March, 2023, the
resignationletterisavailableonthewebsiteoftheCompanyathttps://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Regulation%2030%20with%20Resignation%20letter.pdf
19. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Company,
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
20. FAMILIARIZATION PROGRAMME:
The details of programme for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the
website of the Company at the link:
https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/ID-Familiarization-Program-MCTL.pdf
21. REMUNERATION OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The remuneration details of the Key Managerial Personnel of the Company are set out in
the Annual Return of the Company, which will be available on the website of the Company at
the www.modulex.in and no remuneration have been paid to Directors in FY 2022-
2023.
Key Managerial Personnel (KMP)
Sr. No. |
Name of the KMP |
Designation |
| 1. |
Mr. Suchit Punnose |
Whole Time Director |
| 2. |
Mr. Ajay Palekar |
Managing Director |
| 3. |
Mr. Mahendra Kumar Bhurat |
Chief Financial Officer |
| 4. |
Ms. Bhoomi Mewada |
Company Secretary and Compliance Officer |
During the year, no changes took place in the Key Managerial Personnel
("KMP") of the Company.
22. BOARD EVALUATION:
The Company has devised a policy for performance evaluation of the individual
Directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of SEBI Listing Regulations,
2015, the Board has carried out an annual performance evaluation of its own performance,
the individual Directors as well as the evaluation of working of the Committees of the
Board. The Board performance was evaluated based on inputs received from all the Directors
after considering criteria such as Board composition and structure, effectiveness of
processes and information provided to the Board etc. A separate meeting of the Independent
Directors was also held during the year for evaluation of the performance of
Non-Independent Directors, performance of the Board as a whole and that of the Chairman.
The Nomination and Remuneration Committee has also reviewed the performance of the
individual
Directors based on their knowledge, level of preparation and effective participation in
Meetings, understanding of their roles as Directors etc.
23. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES:
The Nomination and Remuneration Committee of the Board has devised a policy for
selection and appointment of Directors, Key Managerial Personnel and Senior Management
Employees and their Remuneration i.e., Nomination and Remuneration Policy. The Committee
has formulated the criteria for determining qualifications, positive attributes and
independence of a Director, policy has been placed on the Companys website
https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/
Investor%20relation%20files/Remuneration-Policy-MCTL.pdf.
24. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
25. BOARD AND COMMITTEE MEETINGS:
During the financial year ended 31st March, 2023, Six (6) Board Meetings were held,
details of which are given in the Corporate Governance Report.
The Board of Directors of the Company, meet at regular intervals to discuss and decide
on the Companys operation, business policies or projects to be undertaken and strategy
apart from other Board business. However, in case of a special and urgent business need,
the Boards approval is taken by passing resolutions by circulation / by conducting board
meeting on shorter Notice, as permitted by law, which are noted and confirmed at the
subsequent Board Meeting.
The provisions of the Companies Act, 2013, Secretarial Standard "SS-1" and
the Listing Regulations were adhered thereto, while considering the time gap between two
meetings.
Committee(s) of the Board
The Committees of the Board play a crucial role in the governance structure of the
Company and have been constituted to deal with specific areas / activities, which concern
the Company and need a closer review. The Committees of the Board are set up under the
formal approval of the Board, to carry out clearly defined roles which are considered to
be performed by the Members of the Board, as part of good governance practice. The Board
is informed about the summary of the discussions held in the Committee Meetings. The
minutes of the meetings of Committees are placed before the Board for their review. The
Committees of the Board can request special invitees to join the meeting, as appropriate.
The Board of Directors of your Company has constituted following committees namely:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Securities Committee
• Management Committee
The details of the Committees established by the Board of Directors are set out in the
Corporate Governance Report.
26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company currently has less than 10 employees and hence the provisions relating to
the constitution of the Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the
Company. In any event, no complaints were received as to the sexual harassment from any
employee during the year under review.
27. DIRECTOR RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
• In the preparation of annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
• The Directors have selected such accounting policies and applied them
consistently and made judgements 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 2022-23 and of the loss of the Company for that period;
The Directors have taken proper and sufficientcare for the maintenance of records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
• The Directors have prepared the annual accounts on a going concern basis;
The Directors have laid down proper internal financial controls and such internal
financial controls are adequate and were operating effectively; and
• 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.
28. AUDITORS:
a. Statutory Auditors:
M/s. RMJ & Associates, LLP, Chartered Accountants, Firm Registration No: W100281
were appointed as the Statutory Auditors of the Company, for a period of five (5) years,
at the 46th Annual General Meeting of the Company held on 17th
December, 2019. Accordingly, M/s. RMJ & Associates, LLP, Chartered Accountants, shall
act as the Statutory Auditors of the Company for a term of 5 years up to the conclusion of
the 50th Annual General Meeting of the Company. However, M/s. RMJ &
Associates resigned from the position of Statutory Auditors w.e.f 10th June,
2023.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their Audit Reports on the Standalone and Consolidated Financial Statements
for the financial year ended 31st March, 2023.
The Board of Directors at their meeting held on 09th August, 2023 appointed
M/s.Dhadda &
Associates, Chartered Accountants as the Statutory Auditors to hold the office till of
50th Annual General meeting and will be appointed for the term of 5 years
subject to the approval of members at the ensuing Annual General Meeting of the Company.
b. Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made
thereunder, the Company had appointed M/s. APMH & Associates, Chartered Accountants,
as the Internal Auditors of the Company to conduct the Internal Audit of the records and
documents of the Company for the financial year 2022-23.
c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company appointed Mr. Hitesh J. Gupta, Practicing Company Secretary, as
the Secretarial Auditors of the Company on to conduct the Secretarial Audit of the records
and documents of the Company for the financial year 2022-23.
Management response on the observations as specified in the Secretarial Audit report:
1. There was a delay in submission of certificate as per Regulation 24A under SEBI
LODR, 2015, penalty of Rs. 1, 92,000/- was levied by BSE.
There was delay in submission of certificate under Regulation 24A due to late
submission of financial results for the 31 st March, 2022.
2. There was a delay in submission of Shareholding pattern under Regulation 31 of SEBI
LODR, 2015 for quarter ended June, 2022. Penalty of Rs.18, 000/- was levied by BSE.
• Delay in submission of the results happened due to unavoidable circumstances,
Management has taken necessary actions to submit the compliances in a timely manner.
3. There was a delay in submission of Financial Results under Regulation 33 of SEBI
LODR, 2015 for quarter ended March 2022, June 2022, September 2022 and December 2022.
Subsequently, penalty of Rs. 4,75,000/-, Rs. 8,55,000/-, Rs. 6,20,000/- and Rs.
2,10,000/- was levied by BSE for respective quarters.
• Delay in submission of the results happened due to unavoidable circumstances,
Management has taken necessary actions to submit the compliances in a timely manner.
4. Nomination and Remuneration Committee was not duly constituted as per the
requirements of Regulation 19 of SEBI LODR, 2015. Subsequently, penalty of Rs.1,68,000/-
for quarter ended September, 2022 and Rs. 88,000/- for quarter ended December 2022 was
levied by BSE and NRC Committee was reconstituted on 30th November, 2022.
• Delay in submission of the results happened due to unavoidable circumstances,
Management has taken necessary actions to submit the compliances in a timely manner.
5. The following actions were taken by SEBI / Stock Exchange (s) during the year: a.
The Company has received 8 complaints on SEBI Scores platform during the year from Mr.
Sandeep Khurana, Independent Director. The SEBI has sought the clarification from the
Company related to these complaints and necessary replies was been made in a timely
manner. b. Mr. Sandeep Khurana, Ex-Independent Director has submitted Whistle Blower
complaints to BSE and exchange has sought clarification from the Company and necessary
submission was made in this matter. c. Mr. Sandeep Khurana, Ex-Independent Director has
submitted 65 pages resignation letter and BSE has sought point wise reply from the Company
and necessary submission were made to BSE in the matter.
Management hereby acknowledges the above actions taken by SEBI/Stock Exchanges during
the year. However, there are no further requirements / communications received by the
Company from the authorities as on the date of this report.
The Secretarial Audit Report is annexed hereto and titled as ‘Annexure I.
29. RELATED PARTY TRANSACTIONS:
In line with the requirements of the Act and the amendment to the Listing Regulations,
your Company has a Policy on the Related Party Transactions, which is also available on
the Companys website at
https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Policy-on-Related-Party-Transactions-
MCTL.pdf
The disclosure of the Related Party Transactions as required under Section 134(3) (h)
of the Companies Act, 2013, in Form AOC-2, is appended as an annexure to this report
titled as ‘Annexure II.
30. WEB-LINK OF ANNUAL RETURN:
The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014
is available on the website of the Company at www.modulex.in.
31. FRAUD REPORTING:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143 (12) of Act, any instances
of fraud committed against the Company by its officers or employees, the details of which
needs to be mentioned in the Boards Report.
32. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The requirements under Section 134(3) (m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, for disclosure in respect of conservation of energy, technology
absorption, are not applicable to the Company. Having said that, the buildings that the
Company is in the process of designing and which will be manufactured by its Subsidiary
Modulex Modular Buildings Private Limited will be energy efficient and carbon neutral.
During the period under review, the Company had no Foreign Exchange earnings and outgo.
33. RISK MANAGEMENT:
Risk Management is embedded in your Companys operating framework. Your Company
believes that managing risks helps in maximizing returns for the stakeholders. The
Companys approach in addressing business risks is comprehensive and includes periodic
review of such risks and a framework for mitigating controls and reporting mechanism of
such risks. The risk management framework is reviewed periodically by the Board and the
Audit Committee of the Company. Some of the risks that the Company is exposed to and the
steps taken to mitigate them are detailed in the Management Discussion and Analysis
Report.
34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company believes in the conduct of the affairs by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour.
Pursuant to Section 177(9) of the Act, a vigil mechanism is established for the
Directors and for the employees of the Company to report to the management, any instances
of unethical behaviour, actual or suspected, fraud or violation of the Companys code of
conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the
Company to approach the Chairman of the Audit Committee of the Company. With reference to
the above, our Company has received a total three whistle-blower complaints during the
year 2022-23. The Complaints were received from Mr. Sandeep Khurana, Ex- Independent
Director and Ex-Chairman of the Audit Committee of the Company. The Complaint has been
filed for conduct of the Board Meeting held for approval of Rights Issue of the Equity
Shares and on relevant matters. Based on the complaint of the complainant, the said matter
was raised by the Statutory Auditors to the Audit Committee and also submitted its report
to the Central Government subsequent to year end in Form No. ADT 4 as per the requirement
of the Companies (Audit and Auditor) Rules, 2014.
To ensure absolute fairness in the matter, the Company had appointed an Independent
third party to investigate the said matter. Based on the investigation report submitted by
the third party which was also adopted by the Audit Committee at its meeting held on 2nd
September 2022, allegations in whistle-blower complaints were found to be baseless and as
per the said investigation report the Company was recommended to take appropriate action.
For the other 2 complaints no actions was taken by the Board during the year under
review, the Audit committee has decided to reprimand the complainant in no.2/2022 and take
legal opinion on the Complaint No.3/2022 and the necessary reporting was made to the Board
of Directors. The Whistle Blower complaints 02/2022 and 03/2022 were merely echoing the
already closed complaint 01/2022 by the independent third party. In spite of the same and
by way of abundant caution the Board sought professional advice. The Whistle Blower
Complaints were seen to be frivolous and baseless. Consequent thereto the Whistle-blower
complaints were closed in accordance with the law. Mr. Sandeep Khurana has submitted the
Complaint No.1/2022 to BSE on 01st September, 2022.
BSE sought various clarifications from the Company and the management and the Company
has satisfactorily submitted the detailed clarifications to BSE in the prescribed time
limits.
It is also pertinent to note that certain complaints were also received from Employees
of the Company against Mr. Sandeep Khurana, (then Independent Director of the Company).
Pursuant to the said complaints, the Management was constrained to constitute a
Disciplinary Committee ("DC") of External/Independent Professionals to ascertain
the veracity of the complaints and to have a fair and proper hearing/redressal of the
matter.
Thereafter, the said DC carried out a detailed investigation process. This included
inter alia recording of the statements, calling for testimonies, collating of material
evidence, calling for the records et al. After a lengthy process in which Mr. Khurana was
also called, the DC after due application of mind, came to the conclusion that the
behaviour of Mr. Khurana clearly constituted workplace misconduct. The said Committee had
carried out its assigned task keeping in view not only the principles of fairness but also
the principles of natural justice.
After a very detailed process, the DC found that the actions of the Mr. Sandeep Khurana
had specifically violated the various codes/ regulations of the Code of Conduct for
Directors and Senior Managerial Personnel ("CoC") of Modulex. Resultantly, the
DC had made necessary recommendations to the Board of Directors of the Company to take
action against Mr Khurana.
However, Board deliberated and decided not to take any disciplinary action against Mr
Khurana. This was in view of the special circumstances and the fact that Mr. Khuranas
term as Director was to end imminently. Therefore, the Board felt it imperative that Mr.
Khurana should retire with dignity. Unfortunately, in a series of vindictive actions Mr
Khurana chose to weaponize his departure by resigning two days before the end of his term
as a Director, and writing a resignation letter that was fraught with insinuations, false
allegations and defamations. Yet again, the Company was compelled to respond to the
resignation letter of Mr. Khurana (Regulation 30 read with Part A of Schedule III of the
SEBI LODR, 2015) as directed by BSE. The Whistle Blower Policy of the Company to this
effect, is also uploaded on the website of the Company i.e.
https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Whistle-Blowe.
35. CREDIT RATINGS:
The Company has not obtained credit ratings during the financial year 2022-23.
36. MAINTENANCE OF COST RECORDS:
The provisions of Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, are not applicable and as such your Company is not required to appoint
a Cost Auditor or to maintain Cost records.
37. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Section 135 of the Act, relating to the Corporate Social Responsibility
are not applicable to the Company for the year under review.
38. CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES:
The Company believes in creating and fostering an atmosphere of the highest corporate
excellence. It envisions the best ethical standards not only for its employees but also
for its Directors. With the said purpose in mind the Company has adopted a Code of Conduct
for its Directors and Employees including a Code of Conduct for Independent Directors
which suitably incorporates the duties of Independent Directors as laid down in the Act.
The purpose is to be not only fully compliant with the law but also to lay down best
industry practices .The said Codes can be accessed on the Companys website at
https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Code-of-Conduct-Directors-and-KMP-MCTL.pdf.
In terms of the SEBI Listing Regulations, all Directors and Senior Management Personnel
have affirmed compliance with their respective codes. The Managing Director has also
confirmed and certified the same, which certification is provided at the end of the Report
on Corporate Governance.
39. PROHIBITION OF INSIDER TRADING:
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company
has adopted a ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by
insiders and ‘Code of Fair Disclosure of Unpublished Price Sensitive Information to
ensure prohibition of Insider Trading in the Organization. The said codes are available on
the Companys website at
https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Investor%20relation%20files/Code-of-Practices-and-disclosure-of-UPSI-MCTL.pdf
40. CEO/CFO CERTIFICATE:
Chief executive officer and Chief financial officer Regulation 17(8) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) is presented in a separate section forming part of this Annual
Report.
41. APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no applications made by the Company or upon the Company under the Insolvency
and Bankruptcy Code, 2016 during the period under review. There are no proceedings pending
under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on 31st
March, 2023.
42. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from the shareholders, bankers, regulatory bodies and other
stakeholders during the year under review.
For and on behalf of the Board of Directors of
Modulex Construction Technologies Limited
| Sd/- |
Sd/- |
| Suchit Punnose |
Ajay Palekar |
| Whole Time Director |
Managing Director |
| DIN: 02184524 |
DIN: 02708940 |
| 09th August, 2023 |
09th August,2023 |
| London |
Pune |
+91-9892691696
