DIRECTORS' REPORT Your Directors present their 53rd Annual Report together with the Audited Statement of Accounts of your Company for the Financial Year ended 31" March, 2015. DIVIDEND In view of the accumulated losses and loss for the year, the Board decided not to recommend any dividend for the year under review, AMOUNT CARRIED TO RESERVES In view of the accumulated losses and loss for the year, your Company does not transfer any amount to the Reserves. OPERATIONS The Company has not carried out any business activity during the year, Your Directors are considering various avenues ft options for the activities to fee undertaken, EXTRACT OP THE ANNUAL RETURN; The details forming part of the extras of the Annual Return In form M3T»9 Is annexed as Annexure 1 to this report, NUMBER OF MEETINGS OF THE BOARD: During the year, Four Board Meetings were convened end held on 28.04.2014, 24.07.2014, 03.11.2014 and 03.02,2015. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENTS Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (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 loss of the company for that period; (c) The directors had 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; and (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. (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. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS; All Independent Directors have given declarations that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors key and other employees. As required by Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed details are annexed as Annexure 2 to this Report. INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: During the year under review no employee was employed who was in receipt of aggregate remuneration exceeding Sixty lakh for the year or exceeding Rupees Five Lakh per month for any part of the year. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details in terms of Sub-Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report and is annexed as "Annexure 3" to this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: During the year, the Company has not given any loans or guarantees or has made any investments u/s 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company did not enter into any Contracts/ Arrangements with Related Parties since no Business Activities were carried out by the Company during the year. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any Subsidiary, Joint Venture or Associate Company. CORPORATE GOVERNANCE: Provisions of Clause 49 of the Listing Agreement with the Stock Exchanges is not applicable to the Company, as the Company's Paid up Share Capital & Net worth is below the limits specified. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: In terms of the information required under Sub-section (3)(l) of Section 134 of the Act, it is to be noted that no material Changes and Commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Since the Company does not carry any Business activities, particulars to be disclosed with respect to Conservation of Energy & Technology Absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. B. During the year under review there has been no earnings and outgo in foreign exchange. RISK MANAGEMENT POLICY: The provisions in respect of Risk Management are not applicable to the Company as Clause 49 of the Listing Agreement is not applicable to the Company. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES: The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant Rules framed there under as the said provisions were not applicable to the Company as the Company had incurred losses during the relevant period. PUBLIC DEPOSITS: During the year under review, the Company has not accepted any Deposit pursuant to Section 73 and section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees by filling a structured questionnaire. SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ajay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed as Annexure 4 to this Report. EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HIS REPORT: Looking at the Company's size and no business activities for past few years, no one was interested in joining as CFO & Company Secretary. Further, in spite of several efforts, the Board could not appoint any Internal Auditor during the year. The Company is in process of complying with the said requirements. DIRECTORS: Pursuant to the Provisions of the Companies Act, 2013, Mrs. Gopee Grover (DIN:00560162) retires by rotation and being eligible offers herself for re-appointment. Mr. Vinodkumar Grover (DIN: 00434129) Managing Director of the Company who was appointed as the MD of the Company at the Annual General Meeting held for the FY 2009-10 for the period of Five years. His tenure as the MD will expire on 30.09.2015. It is proposed to re-appoint him as Managing Director for a further period of 3 years w.e.f 01.10.2015. The Board at its meeting held on 12.05.2015, on recommendation of Nomination & Remuneration Committee, approved his re-appointment, subject to approval of the Members and Statutory Authorities, if required. AUDITORS: The Company's Auditors M/s. Desai & Bhagtaney (FRN:115646W) were appointed at the 52nd AGM held on 24 09 2014 for a period 3 (Three) years i.e. from the Conclusion of 52nd Annual General Meeting until the conclusion of 55th Annual General Meeting subject to ratification by Members at every subsequent Annual General Meeting. However, M/s. Desai & Bhagtaney (FRN:115646W) vide their letter dated 1/8/ 2015 had expressed their inability to continue as the Statutory Auditors of the Company due to lack of time and other pressing engagements. Therefore, your Directors approached M/S Vinay Sanjay & Associates (FRN112195W) who had expressed their willingness and eligibility to act as Statutory Auditors of the Company and also furnished the Certificate certifying that they fulfill the criteria pursuant to Section 141 of the Companies Act, 2013. Accordingly, on recommendation of the Audit Committee and subject to approval of the Members they were appointed by the Board at its meeting held on 14th August, 2015, as the Statutory Auditors of the Company to hold office from 14.08.2015 till the conclusion of the ensuing i.e. 53 Annual General Meeting. Further, pursuant to Section 139 (1) of the Companies Act, 2013 and as recommended by the Audit Committee your Directors recommend appointment of M/S Vinay Sanjay & Associates Chartered Accountant (FRN:112195W) for a period of 2(Two) years i.e from the conclusion of 53rd Annual General Meeting till the conclusion of 55th Annual General Meeting subject to ratification by Members at every subsequent AGM. RESERVATION AND QUALIFICATION ON AUDITORS' REPORT: The notes to Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. Auditors have not made any reservation or qualification in the Audit Report. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013: During the year under review there were no incidences of fraud reported by the Auditors. COMMITTEES I) Audit Committee: Being a listed Company, the Company had already constituted its Audit Committee consisting of Mr. Binod Khemka (DIN: 00292252), Mr. Rajendrakumar Chaudhary (DIN: 02916342) and Mrs. Gopee Grover (DIN: 00560162). During the year under review Four (4) Meetings were held of the Audit Committee. II) Nomination and Remuneration Committee: Being a listed Company, the Company had already constituted its Nomination and Remuneration Committee consisting of Mr. Binod Khemka (DIN: 00292252), Mr. Rajendrakumar Chaudhary (DIN: 02916342) and Mrs. Gopee Grover (DIN: 00560162). VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has adopted the Code of Conduct for Employees and Directors for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company. The Company also has Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE. There are no significant and material Orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations. FUTURE OUTLOOK: Your Directors are looking for various avenues and options for carrying out business activities of the Company. On account of change in the pattern of textile fabrics, your Company had to suspend trading in textile fabrics and yarn a few years back.. However, the Promoters of your Company have always made funds available to your Company whenever there was a requirement in the past and will continue to do so. Your Company has no borrowings from Banks or Financial Institutions except inter-corporate deposits amounting to Rs.76.77 lakhs during the year to augment its finances. The borrowings are at the rate of 8% COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT: The Company is committed to provide a safe and conducive work environment to all women employees. During the year under review Company had not received any Complaints in respect of Sexual Harassment. APPRECIATION: Your Directors place on record their appreciation for the co-operation of all the Staff and Officers, Shareholders of the Company and look forward to their continued co-operation in future. By Order of the Board of Directors For MODELLA WOOLLENS LIMITED (V.K. Grover) Chairman & Managing Director (DIN: 00434129) Registered Office: 4C Vulcan Insurance Building, Veer Nariman Road, Mumbai-400020 Place: Mumbai Date: 14th August,2015. |