The Directors have pleasure in sharing with you the 50th Annual Report on the business and operations of the Company, alongwith the audited financial statements for the financial year ended March 31, 2023 ("FY").
IMPLEMENTATION STATUS OF BIFR SCHEME
The Central Government vide its Notification No.S.O.3568 (E) Dated 25 November 2016 put into force the provisions of the Sick Industrial Company (Special Provisions) Repeal Act 2003 repealing SICA 1985. However, the Repeal Act shall not affect any order made by the BIFR for sanctioned Scheme. In compliance of direction issued by BIFR, your company continue to implement the unimplemented provisions of sanctioned schemeby the BIFR on 8.4.2008.
In this respect, industrial rehabilitation for Modinagar Tyre Factory (MTF) could not be achieved as yet. The matter for possession of MTF Plant is pending with Hon'ble Allahabad High Court. The OL appointed by the Allahabad High Court in Modi Export Processors Limited's (MEPL) winding up proceedings has put his seal on The MTF Plant.Company has taken a legal recourse for re-possession of MTF Plant. Litigation with one creditor is also pending who have till date not accepted the dues as per scheme sanctioned by the BIFR.
Your Company has been following up with Govt agencies/authorities/department/Creditors to provide relief and concessions and to accept settlement as per scheme sanctioned by the BIFR.
The Company has taken new initiatives to improve its long term prospects and performance. These include:-
1. Your Company has been very vigorously taking actions to get re-possession of Company's properties which were occupied by illegal occupants/Ex- Employees. Efforts include legal recourse, and also settlement as per BIFR Scheme wherever possible.
2. Company is taking several steps to utilize its real- estate resources and wherever possible to put them to generate revenue.
FINANCIAL RESULTS
During the FY 2022-23, your company has earned a net Profit (Standalone) after tax Rs 796.64 Lacs as compared to net profit of Rs 523.10 Lacs in previous year and a total comprehensive income of Rs 137.69 as compared to income of 16202.45 Lacs in the previous year. Income of your company is mainly from guest house operations, Interest & dividend.
DIVIDEND
Since, there is no adequate profit; your Board does not recommend any dividend.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits from public during the year under review.
MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE REPORTS
A detailed Management Discussion & Analysis Report and a Corporate Governance Report along with certificate from the statutory auditors of the Company in pursuance with compliance of Listing Regulations are attached and form part of this Annual Report of the Company.
Directors and Key Managerial Personnel
A) Appointment/Re-appointment of Directors and Key Managerial Personnel
There is no change in the Composition of Board of Directors and Key Managerial Personnel.
B) Meeting of the Board of Directors
During the financial year ended on March 31, 2023, 4 (Four) Board Meetings and 1 (one) meeting of Independent Directors were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.
C) Declaration by Independent Director(s)
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under applicable regulations of SEBI (LODR) 2015 with the Stock Exchanges.
D) Board Evaluation
The Company has formulated a policy on performance evaluation for the Directors, Board and its Committees and other individual Directors on the parameters inter alia covering attendance, effective participation, domain knowledge, access to management outside Board Meetings and Compliance with the Code of Conduct, vision and strategy and benchmark to peers.
Pursuant to policy on performance evaluation, a process for performance evaluation was carried out for Independent director, board, committees and other individual directors. Policy for Board evaluation is available on company's website.https://modirubberlimited.com/polices/ SUBSIDIARIES/JOINT VENTU RES/ ASSOCIATE COM PANIES
As on March 31, 2023, your Company has 2 (two) subsidiaries).
During the FY 2022-23, no company has ceased to be a subsidiary of the Company.
A statement containing salient features of financial statements of subsidiaries (including their contribution) forms part of the Consolidated Financial Statements for the financial year ended March 31, 2023.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 and applicable Ind-AS 110 on Consolidated Financial Statement, Ind-AS 28 on Accounting for Investments in Associates and Joint Ventures, the audited consolidated financial statement for the year ended March 31, 2023 is provided in the Annual Report. AUDIT COMMITTEE
The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct,2013,with respect to Directors' Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Ind-AS with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;
ii) 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 March 31, 2023
and of the profit of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting 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;
iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2023on a 'going concern 'basis;
v) the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and
vi) 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.
RISK ASSESSMENT/ MANAGEMENT
The Company has formulated and adopted a Risk Management Policy. Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The policy is framed to identify element of risks like misstatement, frauds etc and their mitigation for achieving its business objective and to provide reasonable assurance.
INTERNAL FINANCIAL CONTROLS
The Company has in place well defined and adequate internal financial control framework. During the year, such controls were tested and no material weaknesses in their design or operation were observed.
COST RECORD
The provision of Cost audit as per section 148 are not applicable on the Company.
PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
At Modi Rubber Limited ("MRL"), it is our desire to promote a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees. We value every individual and are committed to protect the dignity and respect of every individual. The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. Consequent to the enactment of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, MRL had constituted an Internal Complaints Committee ("ICC") to deal with complaints or issues that may arise, in the nature of sexual harassment of women employees. The Company has also prepared and implemented Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. During the year ended March 31, 2023, there was no case reported to ICC.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review there was insufficient profit from the operations hence no CSR activities was undertaken.
The applicable disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure I to this Report.
VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities. Towards this endeavor the Company has adopted a policy on vigil mechanism and whistle blower. Company has developed a Mechanism where violation can be reported to the Chairman of the Audit Committee for appropriate resolution. The confidentiality of such reporting will be maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee shall overseas the Vigil Mechanism. The Board of MRL confirmed that no
personnel/official/employees etc has been denied tha access to the audit committee. The policy on vigil mechanism and whistle blower is available on Company's
website.https://modirubberlimited.com/polices/
RELATED PARTY TRANSACTIONS
The contracts/ arrangements / transactions by the company during the year under review with related parties were in the ordinary course of business and on arm,s length basis and do not attract the provisions of section 188 of the companies Act 2013.
During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statement. The policy on Related Party Transaction and determining material Subsidiaries as approved by the Board is uploaded on the company's website https://modirubberlimited.com/polices/ PARTICULARS OF LOAN, GUARANTEES, SECURITY OR INVESTMENTS
Details of Loans, Guarantee, Securities and Investments during the year under review are given in the Notes to the financial statements pursuant to requirement of under Section 186 of the Companies Act, 2013.
AUDITOR & AUDITOR'S REPORT
M/s PNAM & Co. LLP, Chartered Accountants (Firm Registration No. 001092N),have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022-23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports on standalone and consolidated financial statements.
The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated, for the financial year ended March 31, 2023. During the year 202223, the statutory auditors has not reported any matter under Section 143(12) of the Act. The said Auditors' Report(s) for the financial year ended March 31, 2023 on the financial statements of the Company forms part of the Annual Report. MANAGERIAL REMUNERATION
The information required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. (Annexure-II)
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended March 31, 2023, in the prescribed format is attached and marked as Annexure III with this report. The secretarial audit report contains certain remarks, explanations which are given as under:-
• Promoter'sshareholding couldn't be demated as certain shares in physical form are still under lien.
• Late submission of RPT details, already complied and compounded.
Certificate from Company Secretary in practice regarding Nondisqualification of Directors
M/s. MN Gupta & Co. has issued a certificate under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI, Ministry of Corporate Affairs or any such statutory authority. The said certificate is enclosed as Annexure-IV to this report. SECRETARIAL AUDIT REPORT OF UNLISTED SUBSIDIARIES COMPANIES
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] for the financial year ended March 31, 2023, The Secretarial Audit Report in the prescribed format of material Subsidiaries companies are attached and marked as Annexure V with this report.
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the 'Investors' section of the Company's
website,https://drive.google.com/file/d/1gdaOiWGNDRVkW
Qc9SYnILnBCiFh8f-t/view
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.
STATUTORY DISCLOSURES
Since there was no production, there is no information required to be given for energy conservation, technology absorption, fuel consumption etc. u/s 134(3) (m) of the Companies Act, 2013. Information about foreign exchange earnings is nil and outgo is 163.20 Lacs during the year as disclosed in note no.40 of Standalone Financial Statement.
OTHER DISCLOSURES.
During the financial year under review:
1. The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.
2. The Company do not have any stock option plan in force.
3. The Company have neither invited nor accepted any deposits from the public within the purview of the Act and the Rules made thereunder, and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023.
4. The Company has not issued shares with differential voting rights and sweat equity shares.
5. No disclosure is required under Section 67 (3) (c) of the Act in respect of voting rights not exercised directly by employees of the Company, as the provisions of the said section are not applicable.
6. No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.
7. No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.
8. During the year under review, there are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016, before Hon'ble National Company Law Tribunal or other Court.
9. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks for support and co-operation from Banks, UP Government and other Government Authorities and shareholders during the year period review. Your Directors also appreciate services of executives and staff of the Company for unstinted support.
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