annual report&accounts 2019 - 2020 - modern shares · 1. to consider and adopt the audited...

ANNUAL REPORT & ACCOUNTS2019 - 2020

Board of Directors

Mr. Ashok T. Kukreja - (DIN. 00463526)Chairperson & Non-executive Director (Independent)

Mr. Ghansham Shewakramani - (DIN. 00413343)Non-executive Director

Mrs. Roshan Advani Patheria - (DIN. 00651144)Non-executive Director

Mr. Narendra H. Advani - (DIN. 03351909)Non-executive Director

Mr. Anil S. Manghnani - (DIN. 00012806)Whole Time Director

Mr. Pankaj R. Ved - (DIN. 00207079) Non-executive Director (Independent)

Mr. R. N. ShenviCFO

Mrs. Vibha Axit GandhiCompany Secretary & Compliance Officer

Auditors :M/s. Baheti & Co.Chartered Accountants

Registered Office :Wankhede Stadium, North Stand, Staircase No.13, 'D' Road, Churchgate, Mumbai - 400 020. CIN : L45200MH1939PLC002958 Website : www.modernshares.comTEL : (022) 6825 2400 (10 Lines) EMAIL: [email protected]

Registrar and Share Transfer Agent :LINK INTIME INDIA PRIVATE LIMITEDC-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083.

BankersAxis Bank Limited

Audit CommitteeMr. Ashok T. Kukreja (Chairperson) Mr. Pankaj R. Ved Mr. Anil S. Manghnani Nomination & Remuneration Committee Mr. Ashok T. Kukreja (Chairperson) Mr. Pankaj R. Ved Mrs. Roshan Advani Patheria Stake Holder & Grievance CommitteeMr. Ashok T. Kukreja (Chairperson) Mr. Pankaj R. Ved Mr. Ghansham Shewakramani

Contents Page

Notice .............................................

Directors Report .............................

Secretarial Audit Report..................

Auditors Report ..............................

Annexure to Auditors Report ..........

Balance Sheet ................................

Profit & Loss Account .....................

Statement of changes in equity .....

Cash Flow Statement .....................

Notes to Accounts ........................

1

12

21

33

36

40

41

42

43

44

81st Annual Report 2019-2020

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NOTICE

NOTICE is hereby given that the Eighty-firstAnnual General Meeting of the members of ModernShares and Stockbrokers Limited(CIN:L45200MH1939PLC002958) will be held onFriday, September 18, 2020 at 11.30 a.m.(IST) throughVideo Conference (“VC”) / Other Audio Visual Means(“OAVM”) (“hereinafter referred to as “electronic mode”)to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited FinancialStatements and Cash Flow Statement of theCompany for the financial year ended March 31,2020 and the Reports of the Board of Directorsand the Auditors thereon.

2. To appoint a Director in place of Mr. Narendra HiraAdvani (DIN: 03351909), who retires by rotationand is eligible for re-appointment.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with orwithout modification, the following resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to the provisions ofRegulation 17 (1A) of the SEBI (Listing Obligationsand Disclosure Requirements) (Amendment)Regulations, 2018, Mr. Ghansham Shewakramani(DIN: 00413343) be continued as a Non- ExecutiveNon- Independent Director of the Company liableto retire by rotation, notwithstanding that on 08th

April, 2021 he attains the age of 75 years."

By Order of the Board of DirectorsFor Modern Shares and Stockbrokers Limited

Sd/- Vibha Axit Gandhi

Company Secretary & Compliance OfficerM.No. A40143

ECSIN: EA040143A000047843

Mumbai, dated August 11, 2020Registered Office:Wankhede Stadium, North Stand,Staircase No. 13, ‘D’ Road, Churchgate,Mumbai - 400020CIN: L45200MH1939PLC002958Website: www.modernshares.com

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NOTES:

1) The Explanatory Statement pursuant to Section 102of the Companies Act, 2013 relating to SpecialBusiness is annexed hereto.

2) In view of the continuing Covid-19 pandemic, theMinistry of Corporate Affairs (“MCA”) has vide itsCircular No. 20 dated May 5, 2020 read with CircularNo. 14 dated April 8, 2020 and Circular No. 17 datedApril 13, 2020 (hereinafter collectively referred toas “MCA Circulars”) permitted the holding of AnnualGeneral Meeting through VC or OAVM without thephysical presence of Members at a common venue.In compliance with these MCA Circulars and therelevant provisions of the Companies Act, 2013 andthe SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the AnnualGeneral Meeting of the Members of the Companyis being held through VC/OAVM.

3) Pursuant to the provisions of the Companies Act,2013, a Member entitled to attend and vote at theAnnual General Meeting is entitled to appoint aproxy to attend and vote on his/her behalf and theproxy need not be a Member of the Company.Since this AGM is being held pursuant to the MCACirculars through VC/OAVM, physical attendanceof Members has been dispensed with. Accordingly,the facility for appointment of proxies by theMembers will not be available for the AnnualGeneral Meeting and hence the Proxy Form andAttendance Slip including Route Map are notannexed to the Notice.

4) Institutional/Corporate Shareholders (i.e. other thanindividuals/HUF, NRI, etc) are required to send ascanned copy (PDF/JPEG Format) of its BoardResolution or governing body Resolution/Authorisation etc., authorising its representative toattend the Annual General Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall besent to the Scrutinizer by email through theirregistered email address to [email protected] withcopies marked to the Company [email protected] and to its RTA [email protected].

5) A statement giving the relevant details of theDirector seeking re-appointment under Item No. 2

of the accompanying Notice, as required byRegulation 36 (3) of the Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 entered into withthe Stock Exchanges is annexed herewith.

6) The Register of Members and Share Transfer Booksof the Company shall remain closed from Friday,September 11, 2020 to Friday, September 18, 2020,(both days inclusive) for updating of membersregister.

7) Members are required to send all thecommunication relating to shares to the Company’sRegistrar and Transfer Agents-Link Intime IndiaPvt. Ltd, C-101, 247, Park, L B S Marg, Vikhroli -(W), Mumbai–400083. Members holding theshares in electronic mode should address all thecorrespondence to their respective DepositoryParticipants (DPs).

8) The Securities and Exchange Board of India (SEBI)has mandated the submission of PermanentAccount Number (PAN) by every participant in thesecurities market. Members holding shares inelectronic form are, therefore, requested to submittheir PAN to the Depository Participants with whomthey maintain their demat accounts. Membersholding shares in physical form should submit theirPAN to the Company or to the Registrar and ShareTransfer Agents of the Company.

9) Members holding shares in single name and inphysical form are advised to make a nomination inrespect of their shareholding in the company andthose Members who hold shares singly indematerialized form are advised to make anomination through their Depository Participants.The nomination form can be downloaded from theCompany’s website www.modernshares.com.

10) Pursuant to the provisions of Section 125(6) of theCompanies Act, 2013, (Section 205C of theCompanies Act, 1956) any money transferred tothe Unpaid Dividend Account of the Company andthe equity shares on which the dividend remainsunpaid or unclaimed for a continuous period ofseven (7) years from the date they become due forpayment, shall be transferred by the Company tothe Investor Education and Protection Fund (IEPF)established by the Central Government.

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11) Those members who have so far not en-cashedtheir Final Dividend for the years March 31, 2013,March 31, 2014, March 31, 2015, March 31, 2016,March 31, 2017, and March 31, 2018 are requestedto approach the Registrars and Share TransferAgents of the Company for payment.

12) The Company has transferred all dividend andEquity shares on which the Dividends up to financialyear ended March 31, 2012 remained unpaid/unclaimed for a continuous period of seven (7)years from the date it became first due for paymentto the Investor Education and Protection Fund(IEPF) Authority constituted by the CentralGovernment and the same can be claim from theIEPF Authority by following the prescribedprocedure as laid down in the IEPF Authority(Accounting, Audit, Transfer and Refund) Rules,2017 as amended, in respect of individualamount(s) and Equity shares so credited to theIEPF.

13) Pursuant to provisions of the Companies Act, 2013,final dividend and equity shares on which dividendwere not encashed for the financial year endedMarch 31, 2013 and dividends declared thereafter,which remain unclaimed for continuous period ofseven (7) years shall be transferred by the Companyto the Investor Education and Protection Fund(IEPF) pursuant to Section 125 of the CompaniesAct, 2013 (Section 205C of the Companies Act,1956).

14) Information in respect of such unclaimed dividendsdue for transfer to the said fund is given below:

15) Pursuant to the provisions of Investor Educationand Protection Fund (Uploading of informationregarding unpaid and unclaimed amount lying with

FinancialYear

EndedDividend

Date ofDeclaration Dividend

Last Datefor ClaimingUnclaimedDividend

Due Datefor

Transferto IEPF

2012-13 19-Jul -13 18-Jul-20 18-Aug-20

2013-14 25-Sep-14 24-Sep-21 24-Oct-21

2014-15 04-Aug-15 03-Aug-22 03-Sep-22

2015-16 12-Jul-16 11-Jul-23 11-Aug-23

2016-17 28-Jul-17 27-Jul-24 27-Aug-24

2017-18 02-Aug-18 01-Aug-25 01-Sep-25

2018-19 NA NA NA

companies) Rules, 2012, the Company hasuploaded the details of unpaid and unclaimedamounts lying with the Company as on 27th

September, 2019 (date of last Annual GeneralMeeting) on the website of the Company(www.modernshares.com), as also on the Ministryof Corporate Affairs website.

16) Registration of email ID and Bank Accountdetails:

In case the shareholder’s email ID is alreadyregistered with the Company/its Registrar & ShareTransfer Agent “RTA”/Depositories, log in details fore-voting are being sent on the registered emailaddress.In case the shareholder has not registered his/her/their email address with the Company/its RTA/Depositories and or not updated the Bank Accountmandate for receipt of dividend, the followinginstructions to be followed:

(i) Kindly log in to the website of our RTA, LinkIntime India Private Ltd., www.linkintime.co.inunder Investor Services > Email/Bank detailRegistration - fill in the details and upload therequired documents and submit. OR

(ii) In the case of Shares held in Demat mode:

The shareholder may please contact theDepository Participant (“DP”) and register theemail address and bank account details in thedemat account as per the process followed andadvised by the DP.

17) The Notice of the Annual General Meeting alongwith the Annual Report for the financial year 2019-20 is being sent only by electronic mode to thoseMembers whose email addresses are registeredwith the Company/Depositories in accordance withthe aforesaid MCA Circulars and circular issued bySEBI dated May 12, 2020. Members may note thatthe Notice of Annual General Meeting and AnnualReport for the financial year 2019-20 will also beavailable on the Company’s websitewww.modernshares.com; websites of the StockExchange BSE Limited at www.bseindia.comrespectively. Members can attend and participatein the Annual General Meeting through VC/OAVMfacility only.

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18) Members attending the meeting through VC/OAVMshall be counted for the purposes of reckoning thequorum under Section 103 of the Companies Act,2013.

19) INSTRUCTIONS FOR SHAREHOLDERS TOVOTE ELECTRONICALLY:

Log-in to e-Voting website of Link Intime IndiaPrivate Limited (LIIPL)

1. Visit the e-voting system of LIIPL. Open webbrowser by typing the following URL: https://instavote.linkintime.co.in.

2. Click on “Login” tab, available under‘Shareholders’ section.

3. Enter your User ID, password and imageverification code (CAPTCHA) as shown on thescreen and click on “SUBMIT”.

4. Your User ID details are given below:

a. Shareholders holding shares in demataccount with NSDL: Your User ID is 8Character DP ID followed by 8 Digit ClientID

b. Shareholders holding shares in demataccount with CDSL: Your User ID is 16 DigitBeneficiary ID

c. Shareholders holding shares in PhysicalForm (i.e. Share Certificate): Your UserID is Event No + Folio Number registeredwith the Company

5. Your Password details are given below:

If you are using e-Voting system of LIIPL: https://instavote.linkintime.co.in for the first time or ifyou are holding shares in physical form, youneed to follow the steps given below:

Click on “Sign Up” tab available under‘Shareholders’ section register your details andset the password of your choice and confirm(The password should contain minimum 8characters, at least one special character, atleast one numeral, at least one alphabet and atleast one capital letter).

If you are holding shares in demat form and hadregistered on to e-Voting system of LIIPL: https://instavote.linkintime.co.in, and/or voted on an earliervoting of any company then you can use your existingpassword to login.

If Shareholders holding shares in Demat Form orPhysical Form have forgotten password:

Enter User ID, select Mode and Enter Image Verificationcode (CAPTCHA). Click on “SUBMIT”.

For Shareholders holding shares in DematForm or Physical Form

PAN

DOB/DOI

BankAccountNumber

Enter your 10 digit alpha-numericPAN issued by Income TaxDepartment (applicable for bothdemat shareholders as well asphysical shareholders).

● Members who have not updatedtheir PAN with depository Partici-pant or in the company record arerequested to use thesequence number which isprinted on Ballot Form/AttendanceSlip indicated in the PAN Field.

Enter the DOB (Date of Birth)/ DOI(Date of Incorporation)as recordedwith depository participant or in thecompany record for the said demataccount or folio number in dd/mm/yyyy format.

Enter the Bank Account Number(Last Four Digits) as recorded inyour demat account or in the com-pany records for the said demataccount or folio number.

● Please enter the DOB/ DOI orBank Account Number in orderto register. If the above mentioneddetails are not recorded with thedepository participants orcompany, please enter Folionumber in the Bank AccountNumber field as mentioned in in-struction (4-c).

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Incase shareholder is having valid email address,Password will be sent to the shareholders registerede-mail address. Else, shareholder can set the passwordof his/her choice by providing the information aboutthe particulars of the Security Question & Answer, PAN,DOB/ DOI, Dividend Bank Details etc. and confirm. (Thepassword should contain minimum 8 characters, atleast one special character, at least one numeral, atleast one alphabet and at least one capital letter)

NOTE: The password is to be used by dematshareholders for voting on the resolutions placed bythe company in which they are a shareholder andeligible to vote, provided that the company opts for e-voting platform of LIIPL.

For shareholders holding shares in physical form, thedetails can be used only for voting on the resolutionscontained in this Notice.

It is strongly recommended not to share your passwordwith any other person and take utmost care to keepyour password confidential.

Cast your vote electronically

1. After successful login, you will be able to seethe notification for e-voting on the home pageof INSTA Vote. Select/ View “Event No” of thecompany, you choose to vote.

2. On the voting page, you will see “ResolutionDescription” and against the same the option“Favour/ Against” for voting.

Cast your vote by selecting appropriate optioni.e. Favour/Against as desired.

Enter the number of shares (which representsno. of votes) as on the cut-off date under‘Favour/Against’. You may also choose theoption ‘Abstain’ and the shares held will notbe counted under ‘Favour/Against’.

3. If you wish to view the entire Resolution details,click on the ‘View Resolutions’ File Link.

4. After selecting the appropriate option i.e.Favour/Against as desired and you havedecided to vote, click on “SUBMIT”. Aconfirmation box will be displayed. If you wishto confirm your vote, click on “YES”, else to

change your vote, click on “NO” andaccordingly modify your vote.

5. Once you confirm your vote on the resolution,you will not be allowed to modify or changeyour vote subsequently.

6. You can also take the printout of the votes castby you by clicking on “Print” option on theVoting page.

General Guidelines for shareholders:

• Institutional shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to e-Voting system of LIIPL:https://instavote.linkintime.co.in and registerthemselves as ‘Custodian / Mutual Fund /Corporate Body’.

They are also required to upload a scannedcertified true copy of the board resolution /authority letter/power of attorney etc. togetherwith attested specimen signature of the dulyauthorised representative(s) in PDF format inthe ‘Custodian / Mutual Fund / CorporateBody’ login for the Scrutinizer to verify thesame.

• During the voting period, shareholders canlogin any number of time till they have votedon the resolution(s) for a particular “Event”.

• Shareholders holding multiple folios/demataccount shall choose the voting processseparately for each of the folios/demat account.

In case the shareholders have any queries orissues regarding e-voting, please refer theFrequently Asked Questions (“FAQs”) andInstavote e-Voting manual available at https://instavote.linkintime.co.in, under Help sectionor write an email to [email protected] Call us :- Tel : 022 - 49186000.

20) INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO ATTEND THE ANNUALGENERAL MEETING THROUGH INSTAMEET:

Instructions for Shareholders/Members to attendthe Annual General Meeting through InstaMeet(VC/OAVM) are as under:

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1) Shareholders/Members are entitled to attendthe Annual General Meeting through VC/OAVMprovided by Link Intime by following the belowmentioned process. Facility for joining theAnnual General Meeting through VC/OAVMshall open 15 minutes before the timescheduled for the Annual General Meeting andwill be available to the Members on first comefirst serve basis.

Shareholders/Members are requested toparticipate on first come first serve basis asparticipation through VC/OAVM is limited andwill be closed on expiry of 15 (fifteen) minutesfrom the scheduled time of the Annual GeneralMeeting. Shareholders/Members with >2%shareholding, Promoters, InstitutionalInvestors, Directors, KMPs, Chairpersons ofAudit Committee, Nomination andRemuneration Committee, StakeholdersRelationship Committee and Auditors etc. maybe allowed to the meeting without restrictionsof first-come-first serve basis. Members canlog in and join 15 (fifteen) minutes prior to theschedule time of the meeting and window forjoining shall be kept open till the expiry of 15(fifteen) minutes after the schedule time.

Shareholders/ Members will be provided withInstaMeet facility wherein Shareholders/Member shall register their details and attendthe Annual General Meeting as under:

1. Open the internet browser and launch theURL for InstaMeet and registerwith your following details:

a. DP ID / Client ID or Beneficiary ID orFolio No.: Enter your 16 digit DP ID /Client ID or Beneficiary ID or FolioNumber registered with the Company

b. PAN: Enter your 10 digit PermanentAccount Number (PAN)

c. Mobile No.

d. Email ID

2. Click “Go to Meeting”

Note:

Shareholders/ Members are encouragedto join the Meeting through Tablets/Laptops connected through broadbandfor better experience.

Shareholders/ Members are required touse Internet with a good speed (preferably2 MBPS download stream) to avoid anydisturbance during the meeting.

Please note that Shareholders/Membersconnecting from Mobile Devices or Tabletsor through Laptops connecting via MobileHotspot may experience Audio/Visual lossdue to fluctuation in their network. It istherefore recommended to use stable Wi-FI or LAN connection to mitigate any kindof aforesaid glitches.

In case the shareholders/members haveany queries or issues regarding e-voting,you can write an email [email protected] or Call : - Tel: ( 022-49186175 )InstaMeet SupportDesk Link Intime India Private Limited

21) INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO REGISTER THEMSELVES ASSPEAKERS DURING ANNUAL GENERALMEETING:

Shareholders/ Members who would like to expresstheir views/ask questions during the meeting mayregister themselves as a speaker by sending theirrequest mentioning their name, demat accountnumber/folio number, email id, mobile number [email protected] from 9.00 a.m. onTuesday, September 15, 2020 and will end at 11.30a.m. on Thursday, September 17, 2020.

The first 20 Speakers on first come basis will onlybe allowed to express their views/ask questionsduring the meeting.

Shareholders/ Members, who would like to askquestions, may send their questions in advancementioning their name demat account number/folionumber, email id, mobile number [email protected]. The same will bereplied by the company suitably.

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Note:

Those shareholders/members who have registeredthemselves as a speaker will only be allowed toexpress their views/ask questions during themeeting. The Company reserves the right to restrictthe number of speakers depending on theavailability of time for the Annual General Meeting.

Shareholders/ Members should allow to usecamera and are required to use Internet with a goodspeed (preferably 2 MBPS download stream) toavoid any disturbance during the meeting.

22) INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO VOTE DURING THE ANNUALGENERAL MEETING THROUGH INSTAMEET:

Once the electronic voting is activated by thescrutiniser during the meeting, shareholders/members who have not exercised their votethrough the remote e-voting can cast the vote asunder:

1. On the Shareholders VC page, click on the linkfor e-Voting “Cast your vote”.

2. Enter Demat Account No. / Folio No. and OTP(received on the registered mobile number/registered email Id) received during registrationfor InstaMeet and click on ‘Submit’.

3. After successful login, you will see “ResolutionDescription” and against the same the option“Favour/ Against” for voting.

4. Cast your vote by selecting appropriate optioni.e. “Favour/Against” as desired.

Enter the number of shares (which representsno. of votes) as on the cut-off date under‘Favour/Against’.

5. After selecting the appropriate option i.e.Favour/Against as desired and you havedecided to vote, click on “Save”. A confirmationbox will be displayed. If you wish to confirmyour vote, click on “Confirm”, else to changeyour vote, click on “Back” and accordinglymodify your vote.

6. Once you confirm your vote on the resolution,you will not be allowed to modify or changeyour vote subsequently.

Note: Shareholders/ Members, who will bepresent in the Annual General Meetingthrough InstaMeet facility and have notcasted their vote on the Resolutions throughremote e-Voting and are otherwise not barredfrom doing so, shall be eligible to votethrough e-Voting facility during the meeting.

Shareholders/ Members who have votedthrough Remote e-Voting prior to the AnnualGeneral Meeting will be eligible to attend/participate in the Annual General Meetingthrough InstaMeet. However, they will not beeligible to vote again during the meeting.

In case the shareholders/members have anyqueries or issues regarding e-voting, you canwrite an email to [email protected] orCall : - Tel : ( 022-49186175 )InstaMeetSupport Desk Link Intime India PrivateLimited

OTHER INSTRUCTIONS

I. The Members, whose names appear in theRegister of Members/ list of Beneficial Ownersas on September 11, 2020, are entitled to voteon the Resolutions set forth in this Notice.

II. The remote e-voting period will commence at9.00 a.m. on Tuesday, September 15, 2020and will end at 5.00 p.m. on Thursday,September 17, 2020. During this periodshareholders’ of the Company, holding shareseither in physical form or in dematerializedform, as on the cut-off date of September 11,2020 may cast their vote electronically. The e-voting module shall be disabled by LIIPL forvoting thereafter. Once the vote on a resolutionis cast by the shareholder, the shareholdershall not be allowed to change it subsequently.

III. The voting rights of shareholders shall be inproportion to their shares of the paid up equityshare capital of the Company as on the cut-off date of September 11, 2020.

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IV. Any person, who acquires shares of theCompany and becomes member of theCompany after dispatch of the notice andholding shares as of the cut-off date i.e.September 11, 2020 may obtain the login IDand password by sending an email [email protected] and/ [email protected].

V. A member may participate in the meeting evenafter exercising his right to vote throughremote e-voting but shall not be allowed tovote again at the meeting.

VI. A person, whose name is recorded in theregister of members or in the register ofbeneficial owners maintained by thedepositories as on the cut-off date only shallbe entitled to avail the facility of remotee-voting or voting at the meeting throughe-voting.

VII. Mr. Anil Jani, Practicing Company Secretaryof Anil Jani & Company has been appointedas the Scrutinizer to scrutinize the e-votingprocess in a fair and transparent manner.

VIII. The Scrutinizer shall, immediately after theconclusion of voting at the General Meeting,count the votes cast at the meeting, thereafter

unblock the votes cast through remotee-voting . Scrutinizer shall within three (3) daysof conclusion of the meeting submit aConsolidated Scrutinizer Report of the totalvotes cast in favour or against, if any, to theChairperson or a person authorised by him inwriting.

IX. The results along with the Scrutinizers Reportshall be placed on the website of the Companyand on the website of LIIPL and shall becommunicated to BSE Limited.


Sd/-Vibha Axit Gandhi


ECSIN:EA040143A000047843


9


Explanatory Statement as required underSection 102 of the Companies Act, 2013:

Item No. 3

Mr. Ghansham Shewakramani, 74 years, is Non-Executive Director of the Company and is liable to retireby rotation pursuant to Section 152(6) of the CompaniesAct 2013 and the Article of Association of the Company.

Mr. Ghansham Shewakramani is a businessman havingexpertise in finance, hotels, real estates and personnelmanagement. He has more than 50 years of experiencein these fields. He has been serving as Non-executiveDirector on Company’s Board since last 25 years andhas immensely contributed to the Company’s growthover the years.

Mr. Ghansham Shewakramani would be attaining theage of 75 years on 08th April, 2021. In view of Regulation17(1A) of the SEBI (Listing Obligations and DisclosureRequirements), (Amendment) Regulations, 2018, forthe continuation of Mr. Ghansham Shewakramani as aNon-Executive Director beyond 08th April, 2021, consentof the Members would be required by way of a SpecialResolution. It is in the interest of the Company tocontinue to avail his valuable expertise and services.

The Board recommends the resolution for the approvalof the Members.

Except Mr. Ghansham Shewakramani, none of theDirectors and Key Managerial Personnel of theCompany and /or their relatives is deemed to beconcerned or interested (financially or otherwise) in theresolution.




ECSIN:EA040143A000047843


10


ANNEXURE TO THE NOTICEAnnexure to item nos. 2 and 3 of the Notice

Details of Directors seeking appointment/ re-appointment at the forth coming Annual General Meeting (in pursuance of Regulation36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under Secretarial Standard – 2 onGeneral Meeting)

Name of Directors

DIN Numbers

Date of Birth

Date of Appointment onBoard

Qualification

Brief Profile of theDirectors

Expertise in specificfunctional areas

List of Directorship held inother Companies

MR. NARENDRA HIRA ADVANI

03351909

20/09/1966

30/05/2011

BBA (Int'l Mgmt & Business) worldCollege West, Petaluma, CaliforniaUSA

He is having rich experience ofalmost 30 years in various businessfrom Hotels to garments exportssuccessfully in the past and alsohaving rich experience of businessenvironment. He is serving on theCompany Board since last severalyears.

He has been an avid businessmanand having rich experience of int'lbusiness environment.

1. Bhagwanti Exports PrivateLimited

2. Bhagwanti Tex-overseasPrivate Limited

3. Hira Advani Holdings PrivateLimited

4. Neelgagan InvestmentsPrivate Limited

MR. GHANSHAM SHEWAKRAMANI

00413343

08/04/1946

25/01/1995

Graduate B.Sc. (Hons)

He is a businessman having expertisein finance, hotels, real estates andpersonnel management. He has morethan 50 years of experience in thesefields. He has been serving as Non-executive Director on Company's Boardsince last 25 years and has immenselycontributed to the Company's growthover the years.

Finance, Hotels, Real Estates &Personnel Management.

1. Delara Tourism Corporation Limited2. Super Coal Manufacturers Pvt Ltd3. National Litho Works Pvt Ltd4. Calicut Premises Private Limited5. Monish Investments Private Limited6. Billimoria Marbles And Stones

Private Limited7. Lotus Exhibitors Private Limited8. Ras Estates Private Limited9. Monish Financial Services Private

Limited10. Surang Investments Private Limited11. Garden Health Resort And Hotel

Private Limited12. Matheran Green Field Hotels And

Developers Private Limited13. Ramani Builders Pvt Ltd

11


Membership ofCommittees in other PublicLimited Companies(includes only Audit &Investor GrievanceCommittee)

No. of shares held in theCompany as on March 31,2020.

None

4,28,865

14. Rangoli Hotels Pvt Ltd15. Narwani Investments Private

Limited16. Bright Lands Hotel Pvt Ltd17. Rasayani Hotels Pvt Ltd18. Mahabaleshwar Holiday Resort Pvt

Ltd19. R P Hotels And Restaurants Pvt Ltd

Member of the Stakeholder & GrievanceCommittee (in Modern Shares & StockBrokers Limited)

49,600



Company Secretary & Compliance OfficerM. No. A40143

ECSIN:EA040143A000047843

Mumbai, dated August 11, 2020Registered Office:Wankhede Stadium, North Stand,Staircase No. 13, D Road,Churchgate, Mumbai - 400 020.CIN: L45200MH1939PLC002958Website: www.modernshares.com

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DIRECTORS’ REPORT

TO THE MEMBERS OF MODERN SHARES ANDSTOCKBROKERS LIMITED(CIN: L45200MH1939PLC002958)

The Directors take pleasure in presenting the Eighty-first Annual Report together with the audited financialstatements for the year ended March 31, 2020.

1. FINANCIAL RESULTS

2. BUSINESS ACTIVITIES AND OPERATIONS

The Company's operations resulted in a loss of` 40.33 Lakhs as against loss of ̀ 52.85 Lakhs in theprevious year, after providing for depreciation of` 9.32 Lakhs (previous year ` 4.78 Lakhs) andmaking net provision for taxation of ` 0.63 Lakhs asagainst previous year ` (3.66) Lakhs, Your Board ofDirectors has decided not to transfer any amount tothe Reserves for the year under review in view ofthe Loss incurred during the year.

It has been a difficult year for both markets and thecompany as a whole. The large cap indices werebeing led by a handful of stocks and overall thebroader market was weak for the most part of lastyear. Unfortunately, the coronavirus effect was seen

31/03/2020 31/03/2019Rupees (`̀̀̀̀) Rupees (`)

Revenue from Operations 1,53,35,305 1,79,27,137

Other Income 73,94,712 72,89,879

Total Income 2,27,30,017 2,52,17,016

Operating Expenditure 2,57,67,086 3,03,90,008

Depreciation 9,32,337 4,77,967

Total Expenses 2,66,99,423 3,08,67,975

Profit/ (Loss) Before ExceptionalItems And Taxation (39,69,406) (56,50,959)

Tax Expense (63,621) 3,65,615

Profit/ (Loss) After Tax Attributed toShareholders of the Company (40,33,027) (52,85,344)

Opening Balance of retained earnings 5,13,05,213 5,82,76,516

Closing Balance of retained earnings 4,74,28,998 5,13,05,213

in the last quarter in the markets. We have witnesseda slowdown in volumes and thus business hassuffered. We have tried to keep expenses in checkin order to soften the overall blow on the net profit.Given the pandemic, it is very difficult to gauge howthe rest of the year will pan out. In our estimate, wefeel this year could be one of rebuilding for both thestock market and the economy. We foresee somedifficult months ahead but we will do our best tocome out of it with minimal damage to our revenuesand profits.

We believe the government has taken some goodmeasures in the stimulus package to help reducethe damage to the economy due to the ongoingpandemic. We are hopeful that more positivemeasures will be taken going forward. While thenext few months are filled with uncertainty, we areoptimistic that the effect of the virus will not last postthis current financial year.

3. DIVIDEND

The Board of Directors has decided not torecommend any dividend on the Equity Shares ofthe Company during the year under review.

4. DIRECTORS

In accordance with the Articles of Association of theCompany, Mr. Narendra Hira Advani (DIN:03351909) who is longest in the office retires byrotation and being eligible for re-appointment andhas indicated his willingness to serve, if re-appointed.

Pursuant to Section 152(6) of the Companies Act,2013 and the Articles of Association of the Companyand Regulation 17 (1A) of the SEBI (ListingObligations and Disclosure Requirements)(Amendment) Regulations, 2018, approval ofmembers is also being sought by a SpecialResolution for continuing Mr. GhanshamShewakramani as Non-Executive Directornotwithstanding that on 08th April, 2021 he attainsthe age of 75 years.

Both Independent Directors have given declarationthat they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act,2013 and Regulation 25 of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015.

13


5. DEPOSITS

The Company has not accepted any deposits fallingunder the ambit of Section 73 of the CompaniesAct, 2013 (hereinafter referred to as 'The Act') andthe Rules framed thereunder during the year underreview.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act,2013 and Regulation 25 (4) & 26 of the SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, the Board has carried out anannual performance evaluation of its ownperformance, the directors individually as well as theevaluation of the working of its Audit, Nomination &Remuneration, and Stakeholders & GrievanceCommittees. The manner in which the evaluation hasbeen carried out has been explained herein below:

A structured questionnaire was prepared after inputsreceived from the Directors, covering variousaspects of the Board's functioning such as adequacyof the composition of the Board and its committees,Board culture, execution and performance ofspecific duties, obligation and governance.

A separate exercise was carried out to evaluate theperformance of Individual Directors including the

Chairman of the Board, who were evaluated onparameters such as level of engagement andcontribution, independent judgment, safeguardingthe interest of the Company and its stakeholders,etc. The performance evaluation of IndependentDirectors was carried out by the entire Board. Theperformance of Non-independent Directors werecarried out by the Independent Directors who alsoreviewed the performance of the compliancedepartment and had expressed their satisfactionwith the evaluation process.

Number of Board Meetings held:

The Board of Directors duly met 5 (Five) times duringthe financial year from 1st April, 2019 to 31st March,2020. The dates on which the meetings were heldare as follows:

Dates on which Strength of No. ofBoard Meetings the Board Directorsheld Present

28th May, 2019 6 5

04th September, 2019 6 5

27th September, 2019 6 5

08th November, 2019 6 4

06th February, 2020 6 5

Sr.No.

Relevant Details of Directors

Name of the Director Date ofAppointment

Category Numberof Directorshipheld in otherIndianCompanies

Committee(s)PositionMember andChairpersonin allCompanies

1 Mr. Ashok Tikamdas Kukreja 18/02/2015 Chairperson & Non- 2 9 and 7Executive Director/Independent

2 Mr. Anil Sugno Manghnani 25/10/2000 Whole-time Director 2 1

3 Mr. Narendra Hira Advani 30/05/2011 Non-Executive Director 4 -

4 Mr. Ghansham Shewakramani 25/01/1995 Non-Executive Director 19 1

5 Mrs. Roshan Advani Patheria 31/01/2007 Woman Non- - 1Executive Director

6 Mr. Pankaj Rajnikant Ved 01/04/2019 Non-Executive 4 3Director/ Independent

14


Attendance of Directors at Board Meetings and Annual General Meeting:

Audit Committee Member

Nomination & Remuneration Committee Member

Stakeholder & Grievance Committee Member

Name of the Director Attendance at the Board Meeting held onAttendance at the

AGM held on27th September, 201928/05/2019 04/09/2019 27/09/2019 08/11/2019 06/02/2020

Mr. Anil Sugno Manghnani Attended Attended Attended Attended Attended Attended

Mr. Narendra Hira Advani Leave Leave Attended Leave Leave Attended

Mr. Ashok Tikamdas Kukreja Attended Attended Attended Attended Attended Attended

Mrs. Roshan Advani Patheria Attended Attended Leave Leave Attended Leave

Mr. Ghansham Shewakramani Attended Attended Attended Attended Attended Attended

Mr. Pankaj Rajnikant Ved Attended Attended Attended Attended Attended Attended

Name of the Member 28/05/2019 04/09/2019 08/11/2019 06/02/2020

Mr. Ashok Tikamdas Kukreja Attended Attended Attended Attended(Chairperson)

Mr. Pankaj Rajnikant Ved Attended Attended Attended Attended

Mr. Anil Sugno Manghnani Attended Attended Attended Attended



Mr. Ghansham Shewakramani Attended Attended Attended Attended





Mrs. Roshan Advani Patheria Attended Attended Leave Attended

Independent Directors

Name of the Member 13/03/2020

Mr. Ashok Tikamdas Kukreja (Chairperson) Attended

Mr. Pankaj Rajnikant Ved Attended

15


7. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief andaccording to the information and explanationsobtained by them, your Directors make thefollowing statements in terms of Section 134(5)(c)of the Companies Act, 2013:

a) that in the preparation of the annual financialstatements for the year ended March 31, 2020,the applicable accounting standards havebeen followed along with proper explanationrelating to material departures, if any;

b) that such accounting policies as mentioned inNotes to the Financial Statements have beenselected and applied consistently andjudgment and estimates have been made thatare reasonable and prudent so as to give atrue and fair view of the state of affairs of theCompany as at March 31, 2020 and of the lossof the Company for the year ended on thatdate;

c) that proper and sufficient care has been takenfor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 2013 for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;

d) that the annual financial statements have beenprepared on a going concern basis;

e) that systems to ensure compliance with theprovisions of all applicable laws were in placeand were adequate and operating effectivelyand

f) that proper internal financial controls were inplace and that the financial controls wereadequate and were operating effectively.

8. BUSINESS RISK MANAGEMENT

Although the Company has long been followingthe principle of risk minimization as is the norm inevery industry, it has now become a compulsion.Therefore, in accordance with Regulation 21 of theSecurities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015 the Board members were

informed about risk assessment and minimizationprocedures after which the Board formally adoptedsteps for framing, implementing and monitoring therisk management plan for the Company.

The main objective of this policy is to ensuresustainable business growth with stability and topromote a pro-active approach in reporting,evaluating and resolving risks associated with thebusiness. In order to achieve the key objective, thepolicy establishes a structured and disciplinedapproach to Risk Management, in order to guidedecisions on risk related issues. In today’schallenging and competitive environment,strategies for mitigating inherent risks inaccomplishing the growth plans of the Companyare imperative.

The common risks inter alia are: Regulations,competition, Business risk, Technologyobsolescence, Investments, retention of talent andexpansion of facilities. Business risk, inter-alia,further includes financial risk, political risk, fidelityrisk and legal risk.

As a matter of policy, these risks are assessed andsteps as appropriate are taken to mitigate the same.

9. INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY

The Company has an Internal Control System,commensurate with the size, scale and complexityof its operations. The scope and authority of theInternal Audit (IA) function is to maintain itsobjectivity and independence, the Internal Auditfunction reports to the Chairperson of the AuditCommittee of the Board.

The Internal Audit Department monitors andevaluates the efficacy and adequacy of internalcontrol system in the Company, its compliance withoperating systems, accounting procedures andpolicies of the Company. Based on the report ofinternal audit function, each department undertakescorrective action in their respective areas andthereby strengthens the controls. Significant auditobservations and corrective actions thereon arepresented to the Audit Committee of the Board.

In order to strengthen the system of Internal Controland provide Board of Directors with an added ability

16


to oversee internal controls, Internal FinancialControl (IFC) system was put in place inaccordance with the requirements of Section134(5)(e) of the Companies Act, 2013. Systems ofInternal Control were implemented, considering theframework suggested in Guidance Note on Auditof Internal Financial Controls over the FinancialReporting issued by The Institute of CharteredAccountants of India, to address its operational andfinancial risk.

10. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) &(10) of the Companies Act, 2013, a Whistle BlowerPolicy for directors and employees to reportgenuine concerns has been established. The Policyhas been uploaded on the website of the Companyat www.modernshares.com under investors/ policydocuments/ Vigil Mechanism Policy link.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered intoduring the financial year were on an arm’s lengthbasis and were in the ordinary course of business.An omnibus approval was taken for one (1) yearfrom Audit Committee and Board at their Meetingheld on 28/05/2019. There are no materiallysignificant related party transactions made by theCompany with Promoters, Directors, KeyManagerial Personnel or other designated personswhich may have a potential conflict with the interestof the Company. None of the Directors has anypecuniary relationships or transactions vis-à-vis theCompany.

In compliance under the provisions of theCompanies Act, 2013, transactions with relatedparties entered by the Company in the normalcourse of business are periodically placed beforethe Audit Committee for its omnibus approval andthe particulars of contracts entered during the yearin Form AOC-2 is enclosed as Annexure- A to thisreport.

12. SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/Courts which would impact the going concernstatus of the Company and its future operations.

13. AUDITORS

13.1 STATUTORY AUDITORS

M/s. Baheti & Co., Chartered Accountants(Firm Registration No. 006287C), Bhopal havebeen appointed as Statutory Auditor of theCompany at the Annual General Meeting heldon July 28, 2017 for a period of five (5) yearsup to the conclusion of the Annual GeneralMeeting to be held in the year 2022. Therequirement for seeking ratification of themembers for continuation of theirappointment has been withdrawn consequentupon the changes made by the Companies(Amendments) Act, 2017 with effect from May7, 2018. Hence the resolution seekingratification of the members for theirappointment is not being placed at theensuing Annual General Meeting.

13.2 SECRETARIAL AUDITORS

The Secretarial Audit Report for the FinancialYear ended March 31, 2020 is annexedherewith as Annexure- B.

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and the Companies(Appointment and Remuneration ofManagerial Personnel) Rules, 2014, theCompany has appointed Mr. Janak Pandya,Company Secretary in Practice (CP No.:5940, ACS: 10841), to undertake thesecretarial audit of the Company for theFinancial Year ended March 31, 2021.

13.3 INTERNAL AUDITORS

M/s. Jayant Associates, CharteredAccountants (Firm Registration No: 104099W)appointed as Internal Auditors for theFinancial Year ended March 31, 2021 toperform the duties as Internal Auditors of theCompany and their report is reviewed by theAudit Committee from time to time.

14. FIXED ASSETS

The Net Fixed Assets of the Company as at theclose of the financial year stood at ` 14.32 Lakhs(Previous year ` 23.61 Lakhs). In compliance with

17


the Accounting Standard AS-28 relating to“Impairment of Assets”, the Company has reviewedthe carrying amount of its fixed assets as at theend of the financial year.

15. CORPORATE GOVERNANCE & ANNUALSECRETARIAL COMPLIANCE REPORT

As per Regulation 15(2)(a) of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, as amended from time to time,the compliance with the corporate governanceprovisions shall not apply in respect of the listedentity having paid up equity share capital notexceeding ` 10 Crores and Net Worth notexceeding ` 25 Crores as on the last day of theprevious financial year. Since the Company’s paidup equity capital and the net worth fall below thelimit mentioned above, compliance with corporategovernance are not applicable to the Company.Accordingly as per BSE clarification vide circularLIST/COMP/12/2019-20. the Companies to whichthe Regulation 15(2)(a) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015are not applicable, Regulation 24A of SEBI (ListingObligations and Disclosure Requirements)(Amendments) Regulations, 2018 is also notapplicable and not required to submit the AnnualSecretarial Compliance Report.

16. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the AnnualReturn in Form MGT-9 is annexed herewith asAnnexure- C.

17. COMPLIANCE WITH SECRETARIALSTANDARDS

The Board of Directors affirms that the Companyhas complied with the applicable SecretarialStandards issued by the Institute of CompaniesSecretaries of India (SS-1 & SS-2) respectively asamended relating to Meetings of the Board and itsCommittees which have mandatory application andGeneral Meeting.

18. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONS (KMP)/EMPLOYEES

The information required pursuant to Section 197read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules,2014 and the Companies (Particulars ofEmployees) Rules, 1975, in respect of employeesof the Company and Directors is furnishedhereunder:

There were 20 permanent employees on the rollsof the Company as on 31 March, 2020.

19. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and otherdetails as required under Section 197(12) of theAct, and the Rules framed thereunder is not givenas none of the employees exceed the limitprescribed under the Act.

20. DISCLOSURE

The particulars of the conservation of energy,technology and absorption, foreign exchangeearnings and outgo as required u/s. 134(3)(m) ofthe Companies Act, 2013 and Rule 8(3) of theCompanies (Accounts) Rules, 2014, the same arenot applicable to the Company. The informationrequired pursuant to Section 197 read with Rule5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014 in respect of employees of the Company, isnot given as none of the employees of thecompany exceeds the limit.

Remu-nerationpaid FY

2019-20

(`Lakhs)

10.71

10.08

2.29

Designation

Whole-timeDirector

CFO

CompanySecretary

&Compliance

Officer

Increasein

Remu-neration

frompreviousYear (`Lakhs)

0.37

0.00

1.55

Ratio/Times per

medianof

employeeremunera-

tion

1.63

1.74

0.35

Name

Mr. AnilSugnoManghnani

Mr.RadhakrishnaN Shenvi

Mrs. VibhaAxit Gandhi

Remu-nerationpaid FY

2018-19

(`Lakhs)

10.34

10.08

0.74

Sr.No.

1

2

3

18


21. DEMATERIALISATION OF SHARES

97.80% of the Company’s paid up equity sharecapital is in dematerilised form as on 31st March,2020 and balance 2.20% is in physical form. TheCompany’s Registrar and Share Transfer Agentsis M/s. Link Intime India Pvt. Ltd. having office atC-101, 247 Park, LBS Marg, Vikhroli – (W), Mumbai- 400083.

22. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO IEPF

In line with the statutory requirements, theCompany has transferred to the credit of theInvestor Education and Protection Fund set up bythe Government of India, equity shares in respectof which dividend had remained unpaid/ unclaimedfor a period of seven (7) consecutive years withinthe time lines laid down by the Ministry of CorporateAffairs. Unpaid/ unclaimed dividend for seven (7)years or more has also been transferred to the IEPFpursuant to the requirements under the Act.

23. ACKNOWELDGEMENTS

The Board of Directors take this opportunity tothank the employees for their dedicated service andcontribution towards the growth of the Company,our sincere appreciation to Institutional and RetailClients for their patronage to our Company and tothe Shareholders for their continuous support.

24. CAUTIONARY STATEMENT

The statements contained in the Board’s Reportcontain certain statements relating to the future andtherefore are forward looking within the meaningof applicable securities, laws and regulations.Various factors such as economic conditions,changes in government regulations, tax regime,other statues, market forces and other associatedand incidental factors may however lead to variationin actual results.


Mumbai, dated June 29, 2020

Registered Office:Wankhede Stadium,North Stand, Staircase No. 13,D. Road, Churchgate,Mumbai - 400020CIN: L45200MH1939PLC002958Website: www.modernshares.com

Sd/-Ghansham Shewakramani

Director(DIN:00413343)

Sd/-Anil Sugno ManghnaniWhole-time Director

(DIN: 00012806)

19


'Annexure A' to Board ReportForm No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/ arrangements entered into by the company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armslength transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. Particulars DetailsNo.

a Name (s) of the related party & nature of relationship Nil

b Nature of contracts/arrangements/transaction Nil

c Duration of the contracts/arrangements/transaction Nil

d Salient terms of the contracts or arrangements or transaction including the value, if any Nil

e Justification for entering into such contracts or arrangements or transactions’ Nil

f Date of approval by the Board Nil

g Amount paid as advances, if any Nil

h Date on which the special resolution was passed in General meeting as required underfirst proviso to section 188 Nil

20


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21


Annexure BForm No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED31ST MARCH, 2020

[Pursuant to section 204(1) of the Companies Act,2013 and rule No.9 of the Companies (Appointmentand Remuneration Personnel) Rules, 2014]

To,The Members,Modern Shares and Stockbrokers Limited(CIN No.: L45200MH1939PLC002958)Regd Office: Wankhede Stadium, North Stand,Staircase No13, D’ Road,Churchgate, Mumbai 400020

I have conducted the secretarial audit of thecompliance of applicable statutory provisions and theadherence to good corporate practices by ModernShares and Stockbrokers Limited (CIN No.:L45200MH1939PLC002958) (hereinafter called thecompany). Secretarial Audit was conducted in amanner that provided me a reasonable basis forevaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books,papers, minute books, forms and returns filed and otherrecords maintained by the company and also theinformation provided by the company, its officers,agents and authorized representatives during theconduct of secretarial audit, I hereby report that in myopinion, the company has, during the audit periodcovering the financial year ended on 31st March, 2020complied with the statutory provisions listed hereunderand also that the company has proper Board-processesand compliance-mechanism in place to the extent, inthe manner and subject to the reporting madehereinafter:

I have examined the books, papers, minute books,forms and returns filed and other records maintainedby the Company for the financial year ended on 31stMarch, 2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rulesmade there under;

(ii) The Securities Contracts (Regulation) Act, 1956(‘SCRA’) and the rules made there under:

(iii) The Depositories Act, 1996 and the Regulationsand Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and therules and regulations made there under to theextent of Foreign Direct Investment, OverseasDirect Investment and External CommercialBorrowings.

(v) The following Regulations and Guidelinesprescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-

(a) Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations, 2011 as amended;

(b) Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 as amended

(c) Securities and Exchange Board of India (Issueof Capital and Disclosure Requirements)Regulations, 2009 and Securities andExchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2018(Not applicable to the company during theAudit Period).

(d) Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations, 2014.(Not applicable to the company during theAudit Period).

(e) Securities and Exchange Board of India (Issueand Listing of Debt Securities) Regulations,2008; (Not applicable to the company duringthe Audit Period)

(f) Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client;

(g) Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009(Not applicable to the company during theAudit period); and

22


(h) Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998(Not applicable to the company during theAudit Period)

(i) Securities and Exchange Board of India(Depositories and Participants) Regulations,2018

(vi) A. Industry specific Laws applicable to theCompany during the Audit period were:

1) The Securities and Exchange Board of India(Stock-Brokers and Sub-Brokers)Regulations, 1992;

2) The Securities and Exchange Board of India(Prohibition of Fraudulent and Unfair TradePractices Relating To Securities Market)Regulations, 2003; and

3) The Securities and Exchange Board of India(Research Analysts) Regulations, 2014

4) Investor Education and Protection FundAuthority (Accounting, Audit, Transfer andRefund) Rules 2017 as amended from time totime.

B. Other general Laws applicable to thecompany such as:

1. Employees Provident Fund andMiscellaneous Provisions Act, 1952

2. Indian Contract Act, 1872

3. Income Tax Act, 1961 and Indirect TaxLaws

4. Indian Stamp Act, 1899 and BombayStamp Act, 1958

5. Negotiable Instruments Act, 1881

6. Payment of Bonus Act, 1965

7. Payment of Gratuity Act, 1972

8. Goods and Service Tax Acts 2017

9. Maharashtra Profession Tax Act, 1975

10. Maharashtra Shop and EstablishmentAct, 1948

11. Employees’ State Insurance Act, 1948

I have also examined compliance with the applicableclauses of the following:

(i) Secretarial Standards issued by The Institute ofCompany Secretaries of India with respect toBoard and General Meeting as applicable to thecompany.

(ii) The Uniform Listing Agreement entered into bythe Company with BSE Limited (BSE) read withSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended.

During the period under review the Company hascomplied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc.mentioned above.

I further report that

The Board of Directors of the Company is dulyconstituted with proper balance of Executive Directors,Non –executive Directors, Woman Director andIndependent Directors. The change in compositionof Board that took place during the year under reviewwere carried out in accordance with the provisions ofthe Act

Adequate notice, agenda and detailed notes weregiven to all the Directors to schedule the BoardMeetings at least seven days in advance, and a systemexists for seeking and obtaining further informationand clarifications on the agenda items before themeeting and for meaningful participation at themeeting. All decisions at the Board Meeting andCommittee Meetings have been carried outunanimously as recorded in the minutes of themeetings of the Board or the Committee of the Boardas the case may be.

I further report that there are adequate systems andprocesses in the company commensurate with the sizeand operations of the company to monitor and ensurecompliance with applicable laws, rules, regulationsand guidelines.

23


I further report that during the audit period, theCompany has:

(i) No Public/ Rights/ Preferential issue of shares/debentures/ sweat equity etc.

(ii) No Redemption / buy-back of securities.

(iii) No Major decisions taken by the Members inpursuance to Section 180 of the Companies Act,2013.

(iv) No Merger /amalgamation/reconstruction etc.

Place : MumbaiDate : 22nd June, 2020

‘Annexure A’

To,The MembersModern Shares & Stockbrokers LimitedCIN No.: L45200MH1939PLC002958Wankhede Stadium, North Stand,Staircase No13, D' Road,Churchgate, Mumbai 400020.

My report of even date is to be read along with thisletter.

1. Maintenance of secretarial record is theresponsibility of the management of the company.My responsibility is to express an opinion on thesesecretarial records based on my audit.

2. I have followed the audit practices and processesas were appropriate to obtain reasonableassurance about the correctness of the contentsof the secretarial records. The verification wasdone on test basis to ensure that correct facts arereflected in secretarial records. I believe that theprocesses and practices, I followed provide areasonable basis for our opinion.

3. I have not verified the correctness andappropriateness of financial records and Booksof Accounts of the company.

Sd/-CS Janak A. Pandya

Company SecretariesACS No.:10841

C P No.:5940UDIN: A010841B000359882

4. Where ever required, I have obtained theManagement representation about thecompliance of laws, rules and regulations andhappening of events etc. and relied on themespecially where ever physical verification was notpossible on account of lock down situation dueto spread of Covid 19.

5. The compliance of the provisions of Corporate andother applicable laws, rules, regulations,standards is the responsibility of management. Myexamination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither anassurance as to future viability of the companynor of the efficacy or effectiveness with which themanagement has conducted the affairs of thecompany.

Place : MumbaiDate : 22nd June, 2020

(v) No Foreign technical collaborations.

Sd/- CS Janak A. Pandya

Company SecretariesACS No.:10841

C P No.:5940UDIN: A010841B000359882

Note: This report is to be read with my letter of evendate which is annexed as ‘Annexure A’ and formsan integral part of this report.

24


'Annexure C' To Board Report

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

Form No. MGT-9

I. REGISTRATION AND OTHER DETAILS:

1. CIN No.: L45200MH1939PLC002958

2. Registration Date: 01/07/1939

3. Name of the Company: MODERN SHARES AND STOCKBROKERS LIMITED

4. Category/ Sub-Category of the Company: COMPANY LIMITED BY SHARES and INDIAN NON-GOVERNMENT COMPANY

5. Address of the Registered Office and Wankhede Stadium, North Stand, L and M Wings,Contact details: D Road, Churchgate, Mumbai - 400 020.

TEL : 42122400/40 (F) 42122441EMAIL: [email protected] : www.modernshares.com

6. Whether Listed Company Yes

7. Name, Address and Contact details of LINK INTIME INDIA PRIVATE LIMITEDRegistrar and Transfer agent, if any: C-101, 247 PARK, LBS MARG,VIKHROLI (W).

MUMBAI - 400083.TELNO: 022-49186000FAX 022-49186060CONTACT PERSON: Ms. Manashi GujareE-MAIL ID: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl.No.

Name and Description ofmain products / services

NIC Code of the Product/service (ITC Code)

% to total turnover ofthe company

1 SHARE BROKING SERVICES 99715210 100

S.No.

1

Name and Address ofthe Company

CIN/ GLN Holding/ Subsidiary/Associates

% ofShares held

ApplicableSection

Not Applicable

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

25


IV.

SH

AR

E H

OLD

ING

PA

TTE

RN

(E

qu

ity

Sh

are

Cap

ital

Bre

aku

p a

s p

erce

nta

ge

of

Tota

l Eq

uit

y)

i)C

ateg

ory

-wis

e S

har

e H

old

ing

Cat

ego

ry o

fS

har

eho

lder

sN

o. o

f S

har

es h

eld

at

the

beg

inn

ing

of

the

year

No

. of

Sh

ares

hel

d a

t th

e en

d o

fth

e ye

ar%

Ch

ang

ed

uri

ng

th

e ye

ar

A.

Pro

mo

ters

(1)I

nd

ian

a.In

div

idua

l/ H

UF

b. C

entr

al G

ovt

c. S

tate

Gov

t (s)

d. B

odie

s C

orp.

e. B

anks

/ FI

f.A

ny O

ther

….*

Su

b-t

ota

l (A

) (1

):-

* S

har

es h

eld

By

Mr.

Nar

end

ra A

dva

ni

and

Mrs

. Sh

alin

iA

dva

ni P

rom

ote

rs)

as N

RN

R (

No

nR

esid

ent

No

nR

epat

riat

ion

Bas

is)

(2)F

ore

ign

a.N

RIs

-In

divi

dual

s

b.O

ther

–In

divi

dual

s

c.B

odie

s C

orp.

d.B

anks

/ FI

e.A

ny O

ther

….

Su

b-t

ota

l (A

) (2

):-

Tota

l sh

areh

old

ing

of

Pro

mo

ter

(A)

=(A

)(1)

+(A

)(2)

Dem

atP

hysi

cal

Tota

l%

of

Tota

l Sha

res

5,54

,310

– –

11,3

2,50

9 –

4,47

,965

*

21,3

4,78

4 – – – – – 00

21,3

4,78

4

00

– –

00

– –

00

– – – – –

00 00

5,54

,310

– –

11,3

2,50

9 –

4,47

,965

*

21,3

4,78

4 – – – – – 00

21,3

4,78

4

18.9

1 – –

38.6

4 –

15.2

8

72.8

3 – – – – –

00.0

0

72.8

3

Dem

atP

hysi

cal

Tota

l%

of

Tota

l Sha

res

5,54

,310 – –

11,3

2,50

9 –

4,47

,965

*

21,3

4,78

4 – – – – – 00

21,3

4,78

4

00

– –

00

– –

00

– – – – –

00 00

5,54

,310 – –

11,3

2,50

9 –

4,47

,965

*

21,3

4,78

4 – – – – – 00

21,3

4,78

4

18.9

1 – –

38.6

4 –

15.2

8

72.8

3 – – – – –

00.0

0

72.8

3

0.00

– –

0.00

–

0.00

0.00

– – – – –

00.0

0

00.0

0

26


B.P

ub

lic

Sh

areh

old

ing

1.In

stitu

tion

s

a)M

utua

l Fun

ds

b)B

anks

/ FI

(c)

Cen

tral

Gov

t.

(i)(IE

PF)

(ii)

Cus

tod

ian

of E

nem

yP

rope

rties

in In

dia

for

Pak

ista

ni N

atio

nal)

d)S

tate

Gov

t(s)

e)Ve

ntur

e C

apita

l Fun

ds

f)In

sura

nce

Com

pani

es

g)FI

Is

h)Fo

reig

n Ve

ntur

e C

apita

lFu

nds

(i)O

ther

s (s

peci

fy)

Sad

hu V

asw

ani T

rust

Su

b-t

ota

l (B

)(1)

:-

2. N

on

-In

stit

uti

on

s

a)B

odie

s C

orp.

i)In

dian

ii)O

vers

eas

– –

25,8

81

15,6

80* – – – – –

50

41,6

11

4,89

2 –

– –

00 00

– – – – –

00 00

1,50

0 –

– –

25,8

81

15,6

80* – – – – –

50

41,6

11

6,39

2 –

– –

0.88

0.53

– – – – –

0.01

1.42

0.22

–

– –

28,1

56

14,7

96 – – – – – 50

43,0

02

2,73

3 –

– –

00 00

– – – – –

00 00

1,50

0 –

– –

28,1

56

14,7

96 – – – – – 50

41,6

11

4,23

3 –

– –

0.96

0.50

– – – – –

0.00

1.47

0.14

–

– –

+0.

08

(0.0

3) – – – – –

0.00

+0.

05

(0.0

7) –

27


(b)

Indi

vidu

als

(i)In

divi

dual

Sha

reho

lder

sho

ldin

g n

omin

al s

hare

capi

tal u

p to

Rs.

1 la

kh/

2 La

khs

(ii)

Indi

vidu

al s

hare

hold

ers

hold

ing

nom

inal

sha

reca

pita

l ine

xces

s of

Rs.

1la

kh/ 2

Lak

hs

(iii)

HU

F

(c)

Oth

ers

(i) C

lear

ing

Mem

ber

(ii)

Mar

ket M

aker

(iii)

NR

I

(iv)

OB

C

(v)

NR

NR

Su

b-t

ota

l (B

)(2)

:-

Tota

l Pu

blic

Sh

areh

old

ing

(B)=

(B)(

1)+

(B)(

2)

C.

Sh

ares

hel

d b

yC

ust

od

ian

fo

r G

DR

s &

AD

Rs

Gra

nd T

ota

l (A

+B

+C

)

2,5

9,3

58

88,4

04

18,1

51

1,2

97 —

3,1

4,5

54 —

1,2

88

6,8

7,9

44

7,2

9,5

55 —

28,6

4,33

9

65,2

86

0.00 0

0.00 —

0.00 —

0.00

66,7

86

66,7

86 —

66,7

86

3,24

,644

88,4

04

18,1

51

1,29

7 —

3,14

,554 —

1,28

8

7,54

,730

7,96

,341 —

29,3

1,12

5

11.0

8

3.02

0.62

0.04 —

10.7

3 —

0.04

25.7

5

27.1

7 —

100.

00

2499

73

1,99

,727

20,5

50 97 —

2,14

,554 —

1,20

7

6,88

,841

7,31

,843 —

28,6

6,62

7

6299

8 00 00 00 — 00 — 00

64,4

98

64,4

98 —

64,4

98

3129

71

1,99

,727

20,5

50 97 —

2,14

,554 —

1,20

7

7,53

,339

7,96

,341 —

29,3

1,12

5

10.6

7

6.81

0.70

0.00

3 —

7.32 —

0.04

25.7

0

27.1

7 —

100.

00

(-0.

41)

+3.

80

0.08

(0.0

4) —

(3.4

1) —

(0.0

0)

(0.0

5)

0.0

0 —

0.00

28


(ii) Shareholding of Promoters/ Promoter Group

SlNo.

Shareholder’sName

Shareholding at thebeginning of the Year

Shareholding at the endof the year

% changeIn shareholdingduring

the year

% of SharesPledged /

encumberedto totalshares

% oftotal

Sharesof the

company

No. ofShares

% of SharesPledged /

encumberedto totalshares

% oftotal

Sharesof the

company

No. ofShares

1 Bhagwanti Exports Pvt. Ltd. 10,75,075 36.68 0.00 10,75,075 36.68 0.00 0.00

2 Anil Sungo Manghnani 4,55,010 15.52 0.00 4,55,010 15.52 0.00 0.00

3 Narendra Hira Advani(NRNR)* 4,28,865 14.63 0.00 4,28,865 14.63 0.00 0.00

4 Shalini Advani (NRNR)* 19,100 0.65 0.00 19,100 0.65 0.00 0.00

5 Hira Advani Holdings Pvt. Ltd. 300 0.01 0.00 300 0.01 0.00 0.00

6 Neelgagan Investments Pvt. Ltd. 7,534 0.26 0.00 7,534 0.26 0.00 0.00

7 Ghansham Shewakramani 49,600 1.69 0.00 49,600 1.69 0.00 0.00

8. Meena Shewakramani 32,700 1.12 0.00 32,700 1.12 0.00 0.00

9. Godhvari Shewakramani 17,000 0.58 0.00 17,000 0.58 0.00 0.00

10. Brightland Hotels Pvt. Ltd. 49,600 1.69 0.00 49,600 1.69 0.00 0.00

TOTAL 21,34,784 72.83 0.00 21,34,784 72.83 0.00 0.00

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SlNo.

Shareholder’sName

Shareholding at the beginningof the year

Cumulative Shareholdingduring the year

At the beginning of the year

Date wise Increase/ Decrease inPromoters Share holding duringthe year specifying the reasonsfor increase/decrease(e.g. allotment /transfer/ bonus/sweat equity etc):

At the End ofthe year

NOT APPLICABLE

* NRNR (Non-Residence, Non Repartiable)

29


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SlNo.

Shareholding atthe beginning

of the year

Change in Shareholding(No Of Shares)

ReasonIncrease(Purchase)

% oftotal

Sharesof the

company

No. ofShares

% of totalshares of

thecompany

No. ofShares

CumulativeShareholding

during the year

Name

1 Lal Hariram Ganwani (NRI) 1,00,000 3.41 — 00 — 1,00,000 3.41

2 Mohan Chattaram 1,00,000 3.41 — 00 — 1,00,000 3.41

3 Kamal Ramesh Dhanwani (NRI) 1,00,000 3.41 — 00 — 1,00,000 3.41

4 Deepak Kohli 49,731 1.70 — 00 — 49,731 1.70

5 IEPF Authority (MCA) 25,881 0.88 +2,275 (By Act of Law) 28,156 0.96

6 Chirayush Pravin Vakil 14,973 0.51 15/07/2019 +39 Purchase

26/07/2019 +42 Purchase

11/10/2019 +501 Purchase

01/11/2019 +712 Purchase

24/01/2020 +10 Purchase 16,277 0.56

7 Sanjay Vijay Mallik 12,820 0.43 — 00 — 12,820 0.43

8 Khemchand Manglani (NRI) 12,500 0.43 — 00 — 12,500 0.43

9 Ajay Agarwal 10,880 0.37 — 00 — 10,880 0.37

10 Charudatta Dattatraya Vibhute 10,229 0.35 — 00 — 10,229 0.35

11 Dilip Kapadia 10,000 0.34 — 00 — 10,000 0.34

Date % of totalshares of

thecompany

FOR EACH OF THE TOP10 SHAREHOLDERS

30


V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured LoansExcludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial year NIL NIL NIL NILi) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during the financial year• Addition 28,93,413 - - 28,93,413• Reduction 26,01,000 - - 26,01,000

Net Change 2,92,413 - - 2,92,413

Indebtedness at the end of the financial yeari) Principal Amount 2,92,413 - - 2,92,413ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -

Total (i+ii+iii) 2,92,413 NIL NIL 2,92,413

(v) Shareholding of Directors and Key Managerial Personnel:

SlNo.

For Each of the Directorsand KMP

Shareholding at thebeginning of the Year

Change in Shareholding(No Of Shares)

Decrease(Sale)

I n c r e a s e(Purchase)

% of totalShares of

the company

No. ofShares

% of totalShares of

the company

No. ofShares

Cumulative Shareholding at theend of the year

1 Anil Sungo Manghnani (WTD) 4,55,010 15.52 0.00 00 4,55,010 15.52

2 Ghansham Shewakramani 49,600 1.69 0.00 00 49,600 1.69

3 Narendra Hira Advani (NRNR) 4,28,865 14.63 0.00 00 4,28,865 14.63

4 Ashok Tikamdas Kukreja (ID) 00 0.00 0.00 00 00 0.00

5 Roshan Salim Patheria 00 0.00 0.00 00 00 0.00

6 Pankaj Rajnikant Ved (ID) 50 0,001 0,00 0,00 50 0.001

7 Radhakrishna Shenvi (CFO) 1,200 0.04 0.00 00 1,200 0.04

8 Vibha Axit Gandhi (CS) 00 0.00 0.00 00 00 0.00

31


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Director & executive Director and/or Manager:

SlNo.

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount(in ` ` ` ` `)Anil S. Manghnani

1 Gross salary(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961 ` ` ` ` `10,70,720 ` ` ` ` `10,70,720(b) Value of perquisites u/s 17(2) Income-tax Act,1961(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

2 Stock Option NA NA

3 Sweat Equity NA NA

4 Commission-as % of profit-others, specify… NA NA

5 Others, please specify None None

Total (A) ` ` ` ` ` 10,70,720 ` ` ` ` ` 10,70,720

Ceiling as per the Act * - NILNILNILNILNIL

B. Remuneration to other directors:Sl

No.Particulars of Remuneration Total

Amount(in `) `) `) `) `)

Name of Directors

Mr. Pankaj R.Ved

Mr. Ashok T.Kukreja

1. Independent DirectorsFee for attending board / ` 70,000 ` 70,000 ` 1,40,000committee Meetings

Commission

Others, please specify

Total (1) ` 1,40,000

2. Other Non-Executive Directors Mr. Ghansham Mr. Narendra Ms. RoshanShewakramani H. Advani Advani Patheria

Fee for attending board / committee meetings ` 47,500 ` 7,500 ` 30,000 ` 85,000

Commission

Others, please specify

Total(2) ` 85,000

Total (B)=(1+2) ` 2,25,000

Total Managerial Remuneration ` 12,95,720

Ceiling is not applicable as Non-Executive Directors were paid sitting fees

Name

*Overall Ceiling as per the Act ‘Nil’ being 5% of the Net Profit (Company has made a loss) of the Company calculated as per Section198 of the Companies Act, 2013. Minimum Remuneration * Paid as per Sch. V Part-II (Section II) of the Companies Act, 2013)

NameName

32


Type Sectionof the

CompaniesAct

BriefDescription

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Details ofPenalty /

Punishment/Compoundingfees imposed

Authority[RD / NCLT/

COURT]

Appeal made,if any (give

Details)

A. COMPANY

Penalty None

Punishment None

Compounding None

B. DIRECTORS

Penalty None

Punishment None

Compounding None

C. OTHER OFFICERS IN DEFAULT

Penalty None

Punishment None

Compounding None

SlNo.

Particulars of Remuneration Key Managerial Personnel

1 Gross salary

(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961 NIL ` 2,28,600 ` 10,08,000 ` 12,36,600

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961

2 Stock Option NIL NIL NIL NIL

3 Sweat Equity NIL NIL NIL NIL

4 Commission NIL NIL- as % of profit- others, specify…

5 Others, please specify NIL NIL NIL NIL

Total NIL `̀̀̀̀ 2,28,600 `̀̀̀̀ 10,08,000 `̀̀̀̀ 12,36,600

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

CEO CS CFO Total Vibha Axit Gandhi R.N. Shenvi


Sd/-Anil Sugn

annual report&accounts 2019 - 2020 - modern shares · 1. to consider and adopt the audited...

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