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You can view full text of the latest Director's Report for the company.

BSE: 503015ISIN: INE251D01023INDUSTRY: Textiles - Spinning - Cotton Blended

BSE   ` 46.25   Open: 46.25   Today's Range 45.55
46.25
+0.25 (+ 0.54 %) Prev Close: 46.00 52 Week Range 31.90
64.85
Year End :2018-03 

Dear Members,

The Directors are pleased to present the Eighty Fourth Annual Report along with Audited Statement of Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in lakhs)

Financial year 2017-18

Financial year 2016-17*

Revenue from operations

7,239.10

5,694.29

Other Income

1776.83

942.67

Total Income

9,015.93

6,636.96

EBITDA

677.61

395.65

Depreciation

279.91

318.47

Financial Expenses

1,115.26

631.56

Profit before exceptional item and tax

(717.56)

(554.38)

Provision for taxes

(247.20)

(221.13)

Profit/(Loss) after tax

(470.36)

(333.25)

Other comprehensive Income

1.75

(3.19)

Total comprehensive Income

(468.61)

(336.44

*The figures for the year 2016-17 are as per IND -AS format.

GENERAL INFORMATION ABOUT THE COMPANY

The Company has various business verticals inter alia Real Estate and Infrastructure Development, Power Generation, Background Verification, Commodities Trading, International procurement solutions amongst others.

PERFORMANCE

India’s business environment was tremendously shaken up by demonetization of the high currency notes in 2016 and the implementation of the GST in 2017, by the current government. The real estate sector definitely got affected by this exercise which resulted in poor sales that lead to almost flat prices, heavy liquidity challenges and high unsold inventory which have all colluded to keep the real estate sector away from fulfilling its potential and provide necessary residential stability to average citizens. Even the luxury and high-end segments of residential real estate have seen a major impact from this exercise.

The teething problems of the implementation of GST is now nearly over and the impact is being seen during the current year, large revenue is being collected which can be utilised to jumpstart the economy by the government. The Real Estate (Regulation and Development) Act, 2016 (RERA) and its implementation is now starting to show results as all builders, promoters are required to complete projects in time, which leads to timely delivery to the end consumer as penalties are being levied by the authorities.

The Finance Ministry projects a growth rate of 7% and these very sentiments are being echoed by the International Monetory Fund and World Bank especially with regards to India. In our Company’s context, the performance of the Company was average due to various reasons.

During the year under review, the Company has executed an agreement for sale with K Raheja Corporation Private Limited for Plot D-1, bearing C.S. No. 7/1895 of Byculla Division situate at Keshavrao Khadye Marg (Clerk Road) Mahalaxmi, Mumbai -400011. The demolition of existing structure has been completed and construction work will begin once all the necessary approvals and permission are in place. In the abovementioned scenario, the Company did not renew any of the leave and license agreements, as the Mahalaxmi property was to be demolished which has now been completed, this has led to loss of rental income. Furthermore, with the NSEL crises, trading in commodities was stopped. The total turnover during the year under review is Rs.7239.10 lakhs against Rs.5694.29 lakhs in the year 2016-17. Due to the above factors the Company has suffered a loss of Rs.470.36 lakhs after tax compared to a loss of Rs.333.25 Lakhs in the corresponding previous year. Considering a meagre profit in financial year 2015-16 and in absence of the profit in preceding two financial years, namely 2014-15 and 2016-17 no funds could be allocated for Corporate Social Rersponsibility for the financial year 201718. However, the Company intends to carry out Corporate Social Responsibility activities in due course of time.

As informed earlier, the Company had planned to setup a 5 MW Solar Power Plant at Satara of which 3 MW Solar Power Plant has been commissioned in April, 2015 and has started supplying power. The performance of solar power generation has been adversely affected as the prices for solar energy has dropped from a peak of Rs.6.75 per unit to Rs.2.50 per unit and also the REC certificate which are traded regularly were on hold as the competent authorities had stayed its trading.

The Company has suffered losses due to the NSEL crisis which had shaken the faith of the investors in the commodity markets. Our Company along with three others had instituted a Representative Suit in the Bombay High Court inter alia against 63 Moons Technologies Limited (erstwhile Financial Technologies (India) Limited(FTIL)). Our suit is clubbed with other suits filed against 63 Moons Technologies Limited, NSEL and others. The Government has also ordered the merger of 63 Moons Technologies Limited and NSEL which was upheld in Hon’ble High Court of Bombay, the said order of merger has been challenged in Hon’ble Supreme Court of India which has stayed the merger till 29.08.2018, the next scheduled date of hearing.

The Company is regularly following up on the matter and keeps the Board Members updated about any development in the said matter. The Management is of the view that the Company will be in a position to recover its debts and all possible steps are being taken to recover the amount receivable, Rs.1359.51 Lakhs is outstanding as on 31st March, 2018.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The registered office of the Company has been shifted from Modern Centre, Sane Guruji Marg, Mahalaxmi, Mumbai-400011 to 1, Mittal Chambers, 228, Nariman Point, Mumbai-400021 with effect from 24.05.2018 apart from what has stated herein, no major event has occurred subsequent to the date of financial statements.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There are no changes in the nature of Business during the year under review.

DIVIDEND AND RESERVES

Despite the lacklustre performance, your directors are recommending dividend of Rs.0.30per share, i.e 15% per equity share of Rs.2/-each. The dividend for the year amounts to Rs.131.69 Lakhs including the dividend distribution tax. The proposed dividend is subject to the approval of shareholders in the ensuing Annual General Meeting. Pursuant to amendment in Accounting Standard (AS) - 4, Contingencies and events occurring after the balance sheet date, declaration of dividends to shareholders after the balance sheet date is not required to be recognized as a liability as at the Balance sheet date. The Company has total reserves of Rs.2903.91 lakhs as on 31st March, 2018.

BOARD MEETINGS AND ATTENDANCE

Details of the Directors, their meetings, attendance etc have been given in the Corporate Governance Report (ANNEXURE -6) which forms a part of this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

Smt. Gauri Jatia (0096766) Director of the Company retires by rotation and being eligible, offers herself for re-appointment. The Management recommends her re-appointment.

The Companies Act, 2013 requires that the Independent Directors of the Company meet at least once a year without the presence of Executive Directors, the Non Executive Director or the Management or the Promoters of the Company.

The Independent Directors of our Company have met once during the year on 26.03.2018.

The Nomination and Remuneration Committee and the Board of Directors have carried out the annual performance evaluation of all the Directors including Independent Directors, Non-executive non-Independent Directors and Chairman and Managing Director and the Board as a whole.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 stating that the Independent Director of the Company meet with the criteria of their Independence as laid down under Section 149(6) of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Companies Act, 2013 provides for the formation and duties of various committees of the Board, the Company in compliance with the Act, already has the following Committees in existence as on 31st March, 2018 and all the committees have specific roles, duties and responsibilities.

The following are the various Committees of the Board viz.

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Investment and Finance Committee. Details of the meetings held and attendance at the various committee meetings are given in the Corporate Governance Report which forms a part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee was constituted in January, 2001 and has been reconstituted from time to time. The current strength of the Audit Committee is four members. All the members of the Audit Committee are Non-Executive Directors. Two-thirds of the members of the Committee are Independent Directors. All the members of Audit Committee are financially literate and possess accounting and related financial management expertise.

The Audit Committee consists of:

Shri. Anand Didwania Chairman

Shri. Rajas R. Doshi Member

Shri. P. K. Bubna Member

Shri. S. D. Israni Member

The Chairman & Managing Director of the Company is a permanent Invitee of the Audit Committee. At the invitation of the Committee, representatives from various divisions of the Company, Internal auditors, Statutory Auditors and Chief Financial Officer also attend the Audit Committee meetings to respond to queries raised at the Committee meetings. Shri. Parind Badshah, Vice President and Company Secretary acts as the Secretary to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted in April, 2002 and has been reconstituted from time to time. The Committee currently comprises of five directors where majority are Independent Directors. The Nomination and Remuneration Committee comprises:

Shri. Rajas R Doshi Chairman

Shri. Vijay Kumar Jatia Member

Shri. Anand Didwania Member

Shri. S. D. Israni. Member

Shri. Kaiwan Kalyaniwala Member (appointed on 19th May, 2017)

The terms of reference of the Nomination and Remuneration Committee include reviewing and recommending the terms of remuneration payable to the Executive Director, the Key Managerial Personnel (KMPs) based on the evaluation of their performance and senior management personnel including executives holding office of profit. The Committee also evaluates the performance of the Board of Directors. Shri. Parind Badshah, Vice President and Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employee formulated by the Committee for determining Qualification, Positive Attributes and Independence of a Director and others.

STAKEHOLDERS RELATIONSHIP COMMITTEE

According to the provisions of section 178(5) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014, every company having more than 1000 shareholders/ debenture holders/ deposit holders and any other security holders is required to have a “Stakeholders Relationship Committee”. The said committee was constituted in June, 2002. The Stakeholders Relationship Committee considers and resolves the grievances of security holders of the Company. Shri. Parind Badshah, Vice President and Company Secretary acts as the Secretary to Stakeholder Relationship Committee. The Committee consists of the following directors:

- Shri. Rajas R Doshi Chairman

- Shri. Vijay Kumar Jatia Member

- Shri. P. K. Bubna Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the Provision of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014. The Company has formed a “Corporate Social Responsibility Committee” which was constituted in May, 2014 consisting of the following Directors:

- Shri. Vijay Kumar Jatia Chairman

- Smt. Gauri Jatia Member

- Shri. Kaiwan Kalyaniwalla Member

- Shri. P. K. Bubna Member

Shri. Parind Badshah, vice President and Company Secretary acts as the secretary to Corporate Social Responsibility Committee.

The Committee is authorized to do all such acts, deeds and things which may be necessary for performing the duties and responsibilities defined under section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. They plan and execute the various CSR activities to be undertaken by the Company.

RISK MANAGEMENT COMMITTEE

The Company has constituted a risk management committee in October, 2014, though not mandatory to evaluate the various risk factors faced by the organization and how the same can be mitigated. The Committee comprises of the following directors:

- Shri. S.D. Israni Chairman

- Shri Vijay Kumar Jatia Member

- Shri Kaiwan Kalyaniwalla Member INVESTMENT AND FINANCE COMMITTEE

The Investment and Finance Committee was constituted in August, 2017. The Committee currently comprises of three directors and Presidents of the Company. The Investment and Finance Committee comprises:

- Shri. Vijay Kumar Jatia - Chairman and Managing Director

- Smt. Gauri Jatia - Director

- Shri. P. K. Bubna - Director

- Shri. Sidhant Jatia - President

- Shri. Mudit Jatia - President

The terms of reference of the said Committee is to exercise powers of investment as per limits approved by the Board of Directors of the Company, review the Company’s financial policies, risk assessment and minimization procedures, approve opening and operation of Investment Management Accounts with Banks, Financial Institutions, PMS, etc., Approve Opening, Closing and changes in signatories of the regular accounts with the banks for the purpose of carrying out business operations of the Company, exercise powers to borrow fund as per limits approved by the Board of Directors for the purpose of working capital requirements and strategic investments, Review regularly and give recommendations about changes to the charter of the Committee, to delegate Authority from time to time to the executives/ Authorized personnel to implement the Committee’s decision, carry out any other functions as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modifications as may be applicable.

VIGIL MECHANISM

The Companies Act, 2013 envisages a Vigilance Mechanism and accordingly keeping in view the above as a Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to approach and report the Violation to :-

(i) immediate supervisor;

(ii) Chairman of Audit Committee

(iii) anonymously, by sending an e-mail to: vigilance@modernindia.co.in

All complaints / reports under this Policy will be promptly and appropriately investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law.

During the year, the Company had not received any complaints

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made 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, 2018 and of its profit for the year ended as on that date;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts have been prepared on a going concern basis.

v) Internal Financial Control have been followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

vi) Directors have devised proper system to ensure Compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

Detailed note on Internal Financial Control is given in the Management Discussion Analysis which is part of this report. The Statutory Auditors M/s. Khandelwal Jain and Co., Chartered Accountants also carry out the Audit of Internal Financial Controls over Financial Reporting as required under the Act and the Auditors have given their report to the Board and based on which the Directors have stated in their Directors Responsibility Statement that the Internal Financial Control have been followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

REPLY TO AUDITORS QUALIFICATION

With reference to the amount of Rs.1359.51 lakhs receivables outstanding in respect of commodity trading transactions on NSEL, considering the uncertainties involved in making any reliable estimate of amount recoverable, provision, if any, will be considered at an appropriate time, other basis of resultant outcome. Until then the dues are considered good.

SUBSIDIARY COMPANIES

MODERN INTERNATIONAL (ASIA) LIMITED, HONG KONG (MIAL)

Modern International (Asia) Limited [MIAL] is actively involved in the B2B segment Business. MIAL sources products viz textile, machinery, furniture, luggage, building /construction material, gift articles etc primarily from China and other Countries and exports it to its clientele in other countries. The year 2017-18 was affected by the downturn in the Chinese market and global meltdown. However the Company managed sales / turnover of US $ 6.75million for the year 2017-18 as against US$ 24.27 million for the year 2016-17 and it has recorded profit of US $ 31,175(previous year US $1,92,392) decrease of 83.80%. Efforts are being taken to further increase the turnover in the coming year.

MODERN INDIA PROPERTY DEVELOPERS LIMITED (MIPDL)

The Company has entered into an agreement for development of residential complex at Bikaner. The construction activity for the same will begin shortly. In the meanwhile the Company is also considering acquiring additional land parcel for development purpose.

The performance of MIPDL was badly hampered due to loss incurred due to an investment for which necessary legal action is being taken to recover the suffered losses.

During the financial year 2017-18, Company has suffered a loss of Rs.133.48 lakhs as compared to a profit of Rs.21.73 lakhs in the year 2016-17, a reduction of 714.18%.

MODERN INDIA FREE TRADE WAREHOUSING PRIVATE LIMITED (MIFTWPL)

The Company was set up with the aim of setting up free trade warehousing facilities, in this regards the Company has in its possession land at village Sai, District Raigad. The said land area has potential and will offer good opportunities over a period of time.

VERIFACTS SERVICES PRIVATE LIMITED

Verifacts Services Private Limited is a human resources consulting company providing background/ antecedents verification services. The Company has started various other essential services like online chat facility to interact with existing and prospective clients. Moreover, the Company is under negotiations with some of the giant corporate entities for extending their services.

During the year Verifacts has achieved a turnover of Rs.1845.31 Lakhs as against Rs.2144.11 lakhs in the corresponding previous year, a drop of 13.93%. The drop in the turnover is due to non materialization of growth in demand due to uncertainties in IT industry and reduction in recruitment due to change in the visa policy of USA and Australia. Nevertheless, this business has immense potential to flourish in future. The Company has entered into agreements with NSDL E-KYC, NSDL - PAN Verification, NSDL Database Management Ltd for providing better and more efficient verification services. The Company has also executed an agreement with Transunion CIBIL to provide credit scores of candidates whose background verification is being carried out on behalf of clients and the Company is also in process of executing agreements with UIDAI.

The Company has earned a profit of Rs.82,08,644 as compared to Rs.80,03,393 in the corresponding previous year, an increase of 0.53% despite drop in turnover.

ASSOCIATE COMPANIES

The Company does not have any associate companies nor does it have any existing joint venture as on 31st March, 2018.

Details of the Companies which have become / ceased to be its Subsidiary/ JV/ Associate Company.

During the year no other company became / ceased to be the subsidiary / JV / Associate Company.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rules 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is annexed herewith as ANNEXURE-1.

AUDITORS’ APPOINTMENT/RATIFICATION

M/s. Khandelwal Jain & Company Chartered Accountants (FRN 105049W ) the existing Statutory Auditor of the Company was appointed as auditors by the Members to hold office from the conclusion of 83rd Annual General Meeting until conclusion of the 88th Annual General Meeting.

M/s. Khandelwal Jain & Co, Chartered Accountant have an experience over 40 years and are well established and known in the industry. They have conducted the audits of various listed and non-listed entities, Banks, Financial institutions, Insurance Companies and various types of Government, Public and other Private concerns. The audit fees payable to the statutory auditors is decided mutually by the Statutory Auditors and the Board of Directors, as authorised by the Members of the Company.

Pursuant to the notification of Companies (Amendment) Act, 2017 the ratification of the appointment of M/s. Khandelwal Jain & Co, Chartered Accountants, (FRN 105049W) as the statutory auditor of the Company was no longer required to be approved by the Board of Directors as well as Shareholders of the Company as the corresponding provision of the Act stands omitted. Therefore, appointment of the Statutory Auditor shall be till the conclusion of the 88th Annual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report as provided by M/s. Parikh & Associates, Practicing Company Secretaries is annexed to this Report as ANNEXURE -2.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

In compliance with the provisions of Section 134 read with Companies (Accounts) Rules, 2014, a statement giving requisite information is given in ANNEXURE ‘A’ forming part of this Report.

FIXED DEPOSITS: During the year under review, the Company has neither accepted nor renewed any Fixed Deposits, under Section 73 & 74 of the Companies Act, 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT OR TRIBUNALS

There are no significant and material orders passed by the regulators or Court or Tribunals impacting the going concern status and the Company’s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the Provision of the Companies Act, 2013 and the Company has taken / given SECURED LOANS (Taken) : Rs.6,11,91,342/UNSECURED LOANS (Taken): NIL UNSECURED LOANS (given): Rs.1,33,59,897/CURRENT INVESTMENTS: Rs.19,84,98,298/NON CURRENT INVESTMENTS: Rs.1,20,82,80,786/-

GUARANTEES: Corporate Guarantee for USD5.6 million given to Indian Overseas Bank for credit facility availed by overseas Subsidiary Modern International (Asia) Limted

SECURITIES EXTENDED: Secured by Hypothecation of investments in units of Mutual Fund.

RISK MANAGEMENT POLICY

Risk is an integral and unavoidable component of business and the Management is committed to managing the risk in a proactive and effective manner. The Board of Directors in its Meeting held on 18.05.2015 constituted the “Risk Management Committee” and adopted the Risk Management Policy. The objective is to identify and mitigate the risk. The Company has adopted a systematic approach to mitigate risk associated with accomplishment of objective, operations, revenues and regulations.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Board of Directors in its meeting held in May 2014, constituted “Corporate Social Responsibility Committee”(CSR) and adopted the Corporate Social Responsibility Policy.

In view of the meagre profit in the year 2015-16 and loss incurred by the Company in the subsequent financial years, for the year 2018-19, no amount is available for spending towards corporate social responsibility.

ANNUAL REPORT ON CSR is annexed in ANNEXURE -3

PARTICULARS OF CONTRACT ANDARRANGEMENTS WITH RELATED PARTIES

Details of contracts and arrangements with related parties is given in form AOC-2 as ANNEXURE- 4 FORMAL ANNUAL EVALUATION

The Board of Directors pursuant to Section 134 (3)(p) of the Companies Act, 2013 conducted an evaluation of the Board as a whole, its Committees as well as the performance of each individual director. The Independent directors at their meeting held in March 2015 had laid down the criteria / parameters for conducting the said evaluation which was accepted by the Board and thereafter the evaluation was conducted. The performance of the Directors and their role and the performance of the Committees were found satisfactory and in turn the overall performance of the Board was also satisfactory. It is important to note here that the performance of the Company has not been up to the mark, since Modern Centre has been demolished and subsequently will be under construction for considerable period of time stoppage of commodity trading due to National Spot Exchange Limited crises, the unsatisfactory performance of Solar Power plant and overall downward trend due to various market conditions, etc in the year under review.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not Applicable to the Company.

RATIOS OF REMUNERATION TO EACH DIRECTOR

The Directors of the Board receive sitting fees for attending the meeting of the Board and its various Committees Shri. Vijay Kumar Jatia who is the Chairman and Managing Director of the Company, pursuant to Section 196, 197 and the Amended Schedule V of the Companies Act, 2013 draws the remuneration of Rs.1.68 Crore w.e.f 1st October, 2016. Therefore, during the year Shri. Vijay Kumar Jatia drew a total remuneration of Rs.1.56 crores.

In view of this, only one ratio of remuneration of the director (Managing Director) with the median of the employees is possible which is enclosed as ANNEXURE- 5.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing fees for the year 2018-2019 to Bombay Stock Exchange where the Company’s Shares are listed.

CORPORATE GOVERNANCE

In compliance of Regulation 34 and 53 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 with the Bombay Stock Exchange Limited, a Report on Corporate Governance, along with a Certificate of the Auditors on Corporate Governance is annexed to this Report marked as ANNEXURE - 6.

The Company follows Secretarial Standards 1 & 2 as per government notification well within the prescribed manner.

ISSUE OF SWEAT EQUITY SHARES/ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS/ISSUE OF SHARES UNDER EMPLOYEES STOCK OPTION SCHEME.

The Company has not issued any sweat equity shares/ Issue of Shares with Differential Rights/Issue of Shares under Employee’s stock option scheme during the year under review i.e 2017-18.

DISCLOSURE ON PURCHASE BY COMPANY OR GIVING OF LOAN BY IT FOR PURCHASE OF ITS SHARES.

The Company has neither purchased nor given any loan to anyone for purchase of its shares.

BUY BACK OF SHARES

The Company has not considered any proposal for buyback of shares during the year under review.

MANAGEMENT DISCUSSION AND ANALYSES

As per the requirement of Regulation 34(2) and 53(f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the events, which have taken place and the conditions prevailed, during the period under review, are enclosed in ANNEXURE - B to this Report.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere thanks to the Valued Customers, Suppliers, Bankers, Central Government, State Governments and various Consultants and Business Associates for their continued support, co-operation and guidance during the year under review. Your Directors also wish to thank their employees and executives at all levels for their valuable contributions.

Mumbai For and on behalf of the Board of Directors

Date: 24.05.2018 Sd/-

Vijay Kumar Jatia

Chairman & Managing Director

Registered Office: 1, Mittal Chambers, 228, Nariman point, Mumbai-400021.