(pursuant to clause 31 of the listing agreement) · 2015. 8. 27. · i form b (pursuant to clause...
TRANSCRIPT
i FORM B(Pursuant to Clause 31 of the Listing Agreement)
7 Name of the Company MODELLA WOOLLENS LIMITED
2 Annual Financial Statements for the year ended 31st March, 2015
3 Type of Audit observation Qualified
4 I Frequency of observation
Report on Page No. 27, regarding thelosses exceeding its net worth andsignif icant doubt about the Company,sabil i ty to continue as a going concern.The management is continuing givingsupport for the operations of thecompany and accordingly the accountshave been prepared on a going concernbasis.
To be signed by-
Auditor of the Company M/s Desai &Bhagtaney,Chartered Accountants, Mumbai(Firm Registration No. 115646W)
Mr. Shailesh Sumantray Desai(partner)Membership No.36935
53rd ANNUAL REPORT 201 4'2015
MODELLA WOOLLENS LIMITED
53rd Annual Report 2014-2075
MODELLA WOOLLENS LIMITED
Board of DirectorsMr. V: K. Grover (Chairman & Managing Director)
Mr. B. K. Khemka 1f( I noeRenoant Directors)
Mr. R. K. ChaudharV J
Mrs. G. Grover(Director)
Bankers :Union Bank of India
So/icifors :MalviRanchoddas & Co.
Auditors:Desai & Bhagtaney
Registered Office:4-C, Vulcan lnsurance Building,VeerNariman Road,Churchgate, Murnbai - 400 020.TeL : (022) 22047424 I 9879Fax :(A2\22872620E-mail : [email protected] investorg rievance: [email protected] : www. modellawoollens.com
BSE Ltd.Code No. 503772DematlSlN in CDSUNSDLtNE380D01012ctN 117120MH1 961 P1C012080
Registrar & Share Transfer Agent :Purva Sharegistry (lndia) Pvt. Ltd.9, Shiv Shakti IndustrialEstate,Ground Floor, Sitaram Mill Compound,J. R. Boricha Marg, Lower Parel,Mumbai - 400 011 .Tel.:2301 676118261E-mail : [email protected] : www- busi-comp. com
NONCETOMEi'BERS
NorGEis herebygiventhatthe 53rdAnnuarGenerarMeetingof the Members of MoDELLAWooLLENS
LfM|TEDwittbehetdonTuesday, thezlnoa1roiseptemb"t41pl11'30a'm'attheWalchandHirachandHa', lndian Merchanb,br,r.rGi'auiroing, z6veei-ti"rir.n hoad, churchgate, Mumbai-400 020totransact
the following businesses:
Ordinary Business:1. To receive, consider and adopt the audited Financial Slatements viz. Ba|ance Sheet as at 31d March,
201s and statement of profit & Loss rorirt" 1l..i.no.o on that date and the Reports of the Board of
Directors and Auditors thereon'
2,ToappointaDirectorinp|aceofMrs.GoPeeGrover(D|N:00560162)whoretiresbyrotationandbeinge$gibl'e offers herself for re-appointment'
3. TOAPPOINTAUDITORS:Tocons|derandifthoughtfit,topassthefo||ow|ngresolut|onasanOrdinary Resolution:
As Speclal Business:
4. To conslder and if thought fit, to pass the following resolution as an ordinary Resolution:
ToApproveappointmentofAuditorstofi||casua|Vacancyonaccountof
5.
Reslgnation.
renAuditors of the ComPanY''
To consider and if thought fit, to pass the following resolutions as a special Resolutlon:
the BOafd and Mf. VinOd KUmaf GfOVef, pfovneq nowevsl' tl rc|t rr rE I sr I rer rer e$vl ' !'5r -'r-
53rd Annual RePort 2014'2015! r , , ! *
Kumar Grover shall not exceed the maximurn permissible limit for the payment of managerial
remuneration prescribed underScheduleV of the CompaniesAct, 2013 or any amendmenttheretofor
the time being in force."
"RESOLVED FURTHER THAT any Of the Directors other than Mr. Mnod Kumar Grover be and is
hereby autnorized sign anO execute the said Agreement with Mr. Vinod Kumar Grover for such re-
appointment etc. andllso to do all such acts, deeds, matters and things and to execute anyAgreement,
document or instruction as may be required on behalf of the Company to give effect to this resolution'"
,,RESOLVED FURTHER THAT Mr. Vinod Kumar Grover shal[not, while he continues to hold the office
of the Managing Director, be subject to retirement by rotation''
,,RESoLVED FURTHERTF|ATtheCommon Sealof the Company be afiixed on the agreementproposed
to be entered into with Mr. Mnod Kumar Grover in the presence of Mr. B.K, Khemka in terms of Article
#166 of the Articles of Association."By Ordeq of the Board of Directors_For MODELLA WOOLLENS LIMITED
(V.K. Grover)
Ghairman & Managing Director
(DlN:00434129)
Registered Office:4C Vulcan Insurance Building,Veer Nariman Road,Mumbai-400020
Place:MumbaiDate: 146August, 2015
NOTES:
1 . ; ENTITLED TO APPOINT A PROXY TO ATTEND|OXY NEED NOT BEA MEMBER.IN ORDERTOMPLETED AND STAMPED MUST REACH THE.ESS THAN 48 HOURS BEFORE THE MEETING
d companies, societies etc., must be supported by
TheRegisterofMembersandShareTransferBooksoftheCompanywillremainc|osedfromWednesday'16h September 201 5 to ruesoay, 22d september 201 5 (both days inclusive)'
An Explanatory Statement pursuant to.!ec' 102 of the Companies Act' 2013 in respect of Special
Uusiness proposed to be transacted at the meeting is annexed'
Membersmaykind|ynotethattheCompany'ssharescannowbehe|dinde.matera|isedformwithcentralDepository services Ltd. (cDSL) & rualional securities Depository Limited (NSDL)' The lslN
3.
4.
MODELLA WOOLLENS LIMITED
is ,|NE380DO1012'. The company has appointed tril/s. Purva Sharegistry India Pvt'
Shakti lndustrial Estate, CrouhO Ftoor, Sitaram Mill Compound, J'R' Boricha Marg'
Mumbai-40O 011 as the Registrar & TransferAgents'
Members can availof the Nomination facility by filling Form No. sH-13 pursuantto section 72 of the
companies Act, 201 3 ;;; ili" r giil of tne bompanie! (!!9re-capital and Debentures) Rules' 2014
with the company or its negisirar b TransferAgents viz. M/s. purva sharegistry India Pvt. Ltd.
Members are requested to notify immediateg change in their addless, if any, to the Co.mpany and/or
to its Registrar & transfiindt "i=.
M/s. purva shaiegistry India Pvt. Ltd. or to respective Depository
prrti.ipint in case of sharei held in de-materialised form.
Members desiring any information as regards the accounts & operations of the company are requested
to write to the corp"nv Ji"n ""riv
datJ so that the information sought can be made readily available
at the Meeting.pursuant to circular No.1712011 dated 21-04-2011 and circular no.18/2011 dated 29-04 -2011. lssued
by the Min istry of Corporate Affairs, Government of
India, as a part of green initiative in the corporate Governance, the companies have been permitted to
send notices/documents to the members through email'
Accordingly, the company proposes to send notices/documents like theAnnual Report in electronic
form tothe members who would register their email address with the Depositories, the Registrar and
TransferAgents or tne Cornp"ny. fne Memners are requested to register their email addresses by
sending their detairs t" G n"girtrar and rransferAgents, M/s. purva sharegistry lndia Pvt. Ltd., 9,
shiv shakti lndustrial i.t"t", Giround Floor, sitaram Mitt compound, J.R. Boricha Marg, Lovrer Parel,
Mumbai400011.
service of notices/documents to'the Members whose emairaddresses not be registered with the
depository or the corn-pa;t;ih; Registrar and rransferAgent will be effected by mode of service as
prJvided under Section 20 of the Companies Act' 201 3'
Members.a.le requested to bring their copy of the Annual Report as the practice of distributing copies
of the Annual Report aftne p6ie of Meeting has been discontinued as an austerity measure'
10. Members/proxiesarerequestedto'bringtheiradmissionslip,dulyfilled,whileattendingthemeeting'
but shall not be entitled to cast their vote again'
Ltd., 9, ShivLower Parel,
7 .
11.Voting through electronlc means .
te votes by the members using an electronic votingM ("remote e-voting")will be provided by National
The facirity for voting through bailot pape.r shail be made avairabre at the AGM and the members
attending the meeting *no frrur not casi their vote by remote e-voting shall be able to exercise their
right at the Meeting through ballot paper'
13. The company nas appointed Mrs. Jayshree s. Joshi, Proprietress of M/s' Jayshree Dagli &Associates'
company s..rrt.i,55, ruu*u.i, as Scrutinizerfor scrutinising the e-voting process and Poll Process
in a fair and transParent manner.The members who have cast their vote by remote e'voting prior to the AGM may also attend the AGM
12.
53rd Annual RePort 2014-2015
The remote e-voting peiiod commenoes on 18h September, 201.5 (9:00 am) and ends on 21d September'
2015(5:00pm).Duriniift;;il'eqPgrsof !h.'-99'p.11v-'-TrdjH:E::::ff *Ly,:l?i:'*?ifiT#;,:i;#il;,;;fir,"lrt nJ.iror1shseptember,20i5,mavcasttheirvotebvremotee-voting. The remote
"_r"t6 ildure shail be disabred by NSDL for voting thereafter. Once the vote on
a resorution is cast ov ti.," niemuer, the member shail not be ailowed to change it subsequently.
A.
The instructions of e'voting are detailed hereunder:
may obtain the login lD and password by senctrng a request at evoting@nsdl'co'in or lssuer/RTA
ln case a Member receives an ernailfrom NSDL [for members WhOSe email lDs are registered
*itn tn. Company/Depository participants(s)l :(D open email"no Jpen FOi Rt" uit; 'remote e-voting'pdf'with your Client lD or Folio No' as
password, fne saiO FOF file contains your user ldand password/PlN for remote e-voting'
i'l"ar" note that the password is an initial password' ..(ii) Launch internet oi"*!ti uv tvfing the following URL:https://www'evoting'nsdl'com/
(iii) Clickon Shareholder' Login(iv) Put user lD and password i step (i) above' Click Login'
( V ) P a s s w o r d c h a n g e m e n u € P | N w i t h n e w p a s s w o r d o f y o u rchoice with minimum g dig rereof. Note new password. lt is
strongly recomrnended no ry other person and take utmost
care to.keep vour passwolffi:[:?:l'1i,.* on remote e-votins:Active Votins cvcres.
.LAWOOLLENS LIMITED'.tote e-voting as CastVote page opens'rg approprilt. o*ion and'cli-ck on'submif and also "confirm"
when PromPted.(x) upon confirmation, the message. vgte cast successfully'will be displayed'
(xi) Once you have voted on the relolution, you will not be allowed to modify your vote'
(xii) Institutionalshareholders I i' NRI etc') are required to send
scanned copy (pDF/JpG Fc rution/Authority retter etc. together
with attested specimen si5 natory(ies) who are authorized to
vote, to the Scrutinizer thr mail'com with a copy marked to
[email protected] case a Member receives physical copy of the Notice of AGM ffor members whose email lDs
are not registered *itnln"Co.panyloeiository Participants(s) or requesting physical copyl :
( i ) |n i t ia lpasswordisprov idedasbeloWatthebot tomof theAt tendanceS| ip for theAGM:EVEN (nemote I_ioiing Lu"nt Number) usER lD PASSWORDTPIN
( i i )P lease fo | l owa | | s teps f roms | .No . ( i i ) t oS | 'No , ( x i i ) above , tocas tVo te .
In case of any queries, you may refer the FrequentlyAsked Questions (FAQs) for Members anci
remote e-vot ing ur" ' r - . .n la l for Members bvai tab le at the downloads sect ion of
www.evoting.nsdl.com or call on tollfree no': 1800-222-990'lte e-voting then you can use your existing use:'
nail id in the user profile details of the folio which
s).rtion to their shares of the paid up equity share
1Sth SePtember, 201P.rny and become member of the Company after
the cutoff date i.e. 15h September, 2015'- - lA^^ ' l t ^^ in a r l cc r ra r /RTA
B.
t.
ilt.
tv.
V.
MODELLA WOOLLENS LIMITED
h NSDL for remote e-voting then you can use yourrour vote. lf you forgot your password, you can'reset/Password' option available on www.evoting. nsdl'com.: 1800-222-990.
vl. A member may participate in the AGM even after exercising his right to vote through remote e-
voting Uut stratinot O"'"tto*ed.to vote again at theAGM'
Vll. A person, whose name is rbcorded in the reg'ster of members or in the register of beneficial
owners,.ini.NrJ uy n" o"po.itories as on the cutoff date only shall be entitled to availthe
facitity of remoiJ e-uoiing as wellas voting at theAGM through ballot paper'
Vllt. Mrs. Jayshree S Joshi, practicing Company Secretary (Membership No, FCS 1451) Proprietress'
Jayshree o.gli&A..iciates na! oeen appointed as the scrutinizer to scrutinize the remote e'
voiing procesi and Poll Process in a fair and transparent manner'
x The chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to
be held, affow votini *itn tn" assistiance of scrutinizer, by use of "Polling P.ape/' for all those
members wrro aie iresent at the AGM but have not cast their votes by availing the remote e-
voting facili$.
X The Scrutinizer shall after the conclusion of voting at the General Meeting, will first count the
votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the
presence of at least two witnesses not in the employment of the Company and shall make, not
tater than t6,!; ;;t; ;iine conctusion of the AGM, a consotidated scrutinizer's report of the.total
votes cast inlavo,jror against, if any, to the Chairman or a person authorized by him in writing,
who shall countersign the same and declare the result of the voting forthwith.
X. The Results declared along with the report of the Scrutinizer shall be placed on the website of the
Company ,wwur.modeltawoollens.com' and on the website of NSDL immediately after the
declaration of result by the chairman or a person authorized by him in writing. The results shall
atso be irreji"iJv iorwaroeo to stock Exchanges on which shares of the company are listed.
shareholders holding multiple folios/demat accounts shall choose the voting process separately
for each of the folio/demat account'
By Order of the Board of Dlrectors
(V.K. Grover)Chairman & Managing Director(DlN:00434129)
Registered Office:4C Vulcan lnsurance Building,VeerNarjman Road,Mumbai-400020
Place:MumbaiDate: 14thAugust,2015
53rd Annual RePort 2014'2015
EXP LANATORY STATEM ENT PU RSUANT TO S ECTION 1 02 OF TH E COM PAN I ES ACT' 2OI 3'
tN:115646W) were:appointed at the 52d AGM br aI AnnualGeneralMeeting untilthe conclusion of 55thnbers at every subsequent Annual General Meeting'de their letteidated 01.08.2015 had expressed their)ompany artd resigned due to lack of time and otherroache-d M/S Vinay Sanjay & Associates , Charlered
,l of Members js required for the Appointment of ltlUS.08.2015 till the conclusion of this i.e. the 53d AGM'an Ordinary Resolution.agerial Personnel, or their Relatives, either directly orlution.
Item No.5Mr. Mnod Kumar Grover was re-appointed as Managing oire$91-oj the company by the Members of the
Company at the 4gh ennu"i eeneiat Meeting treto oigd.luly 2010 for a period of 5 years w.e.f 1d October
2010. His terms of "pJ"i"ir*"t
stratt expirE on 30.09.2016' He nas been the Managing Director of the
isn Csmmittce, ti:e Board of Directors, at its meetingVinod Kumar Grover as the Managing Director of thesubject to approval of the members at the General
t not carrying on any activities, his association with thels, Mr. VinoJ Kumar Grover has decided and conveyederation, if appointed. The other terms & conditions of hisr entered with him.
'ed, willbe in the interest of the Company astheCompany
will continue to avail his guidance. The Board recommends passing of the Resolution under item No'S of the
accompanying Notlce as a Special Resolution'.ln terms of Article #15g of the Articles of Association, a Managing Director, while he coritinues to hold that office'
dth Mr. Vinod Kumar Grover is available for inspec'tion on
00 p.m. till the date of the meeting and also at theAGM'irover, being a relative of Mr. Vinod Kumar Grover' areroters, Direitors, Manager, Key Managerial Personnel'
or their Relatives, either directly or indirectly concerned or interested in the above Resolution'
r BY Order of the Board of Directons
Registered Offlce:4C Vulcan Insurance Building'Veer Nariman Foad,Mumbai-400020
Place:MumbaiDate: 14thAugust,2015
( V.K. Grover)Chalrman & Managing Director(DlN:00434129)
MODELLA WOOLLENS LIMITED
OIRECTORS'REPORT
your Dlrectore preaent thelr 53d Annual Report together wlth tha Audihd Statement of Accountg of yourCompany for the Flnanclal Year ended 3f i March, 2015'
FINANCIAL RESULTS:'1 2014'2015 201312014
Rr.In Lakh Rs. in Lakh
Loss before Interest, Depreclatlon & Extra ordlnary ltemr 38'&f 27,70AdjustmentforDepreclatlbR 0'01 0'07'
Loae fsr tha ysar befora E*tra ordlnary ltemaAdd: Income from Extrr ordlnary ltcma
Logc for the ycar befors taxAdJ'urtment lor I ncomc-hx
LoEl aftprTnx
38.SC 27.770.00 0,00
-
38,ES 27,770.00 0,04
ffi #
38.8A 30,s{
SIVIFF[IF;In vloil of thr rs0umulihd lorlil end lom lsr tha vaff, thr Borrd dreldrd not h reoommend any dlvldcndfsrtMyrmundirnvhwAMgUllT gAnilm T0 ill[iVllrIn vlrw of thc rEoumuhtrd lomm lnd lom for thr ymr, your oomprny do not transfsr tny rmouRt t0thr Bgrsrvil;-0FlMTlSNrThr Gomprny hg not srrrled out any buglnera aettvltydunnE thr yoar, Your Dircetoil ero oonddfflngvarioul rvrnriu t optlonl hr the eetivitiee te be undcdakln,EXTRAQT OFTHI AI{I{UAt RETURNITn6 dOrettf foimtng p.fi 0f thr ${re6t CIf tha Annuel ailum In hrm M0T.n h lnnexacl el Anniluru I l0thie report,NUMBER OF MEETINOS OF THE BOARD:
Durlng the yeer, Four Borrd Mootlngs were eonvfned and held on 28.04,2Q14,24.Q7.2014,03'11.201t[and0g 0A:A016: Tho Intervcntng gap befreen the Meetlngs wer wlthln tho pcrlod preeeribed under the CompanleaApt ,2013.
D IRECTORS' RESPONSIBILITY STATEM ENT
Fursuantto the roqulrement under Sectlon 134(3Xc)of the CompanlcsAct, 2013, with respecttoCIiroctora' Responalblllty Statement, it ia heroby eonfirmed that:
(a) ln the propalegon of thc annual financlal Etatements for the ycar ended March 31 , 2015, the applicableaccounUng standards have been followed along wlth proper explanatlon relating to material departures,if any;
53rd Annual RePort 2014'2015
(b) the directors have selected such accounting policies.and applied them consistentlyand made
judsments and estimat-e-sGi;;; reasonao6 ?I99,*:l!::-Tl;"fi:^:-t5flIi:::iY""jr*:Hil ffiffrili#cii;;;t Jt tne ena of the fi nancial year and or the loss of the companv for thatpedod;
(c) The directors had taken proper and.sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company ':
.nJfo, pr.u.nting and detecting fraud and other irreguladties;
(d) The directors have prepared the arinual accounts on a going concern basis;'and
(e) The directors, have laid down internalfinancial controls to be followed by the company aqd that
such internalfinail;|;ntrott.r. adequate and were operating effectively. ,
0 The directors have devised propersystems to ensure compliancewith the provisionsof allappllcabb
laws and tnat sulfr s'ti"mi tit" aiequate and operating effectively'
STATEMENT oN DEGLAMT|oN G|VEN BY |NDEPENDENT D|REcToRs: .
Ail Independeat Directors have given decrarations thatthey meet thegiteria of independence pursuahtto
Section 1 49(O) of tne CornpaniJs Acq 201 3 and Clause 49 of the Listihg Agreement'
COMPANY'S POLICY ON DIRECT@RS' APPOINTMENT AND REMUNERATION:
rnnexed as Annexure 2 to this Report'
INFORMATION tN TERMS OF RULE 5 OF THE COMPANIES (APPOINTIiIENTAND REMUNERATION
Or mmAOeRlAL PERSONNEL) RULES' 2014 z
During the year under review no eniproyee was emproyed who was in receipt of aigregate remuneration
exceeding Rupees Sixty Lakh for the y"tt o*C.eOi;g nupees Five Lakh per month for any part of the
y e a f . n i , : ' i ' : i ' , ' . '
redian remuner:ation of the employees of the Companyrn 197 of the CompaniesAct, 2013 read with Rule 5(1)rf Managerial Personnel) Rules, 2014,a'reforming pafi
this RePort'
PART|CuLARSoFLoANs,GUARANTEESoR|NVESTMENTSMADEUNDERSEGT|oN186oFTHEcoMPANlESAGT'2ol3:
During the year, the company has not given any loans or guarantees or has made any investments u/s 186
of the ComPanies Act, 2013.
PART|C u LARS o F coNTRAcTs oR ARMNG EM ENTS w|TH RELAT ED PART| ES :
The company did not enter into any contracts/ Arrangements with Rerated parties since no Business
Activities weri carried out by the Company during the year'
SU BSIDIARIES, .'OINT VENTURES AN D ASSOC IATE GOM PAN IES :
The company does not have any subsidiary, JointVenture orAssociate company'
MODELLA WOOLLENS LIMITED
CORPORTATE GOVERNANCE:
Provisions of Clause 49 of the Listing Agreement with the $ock Exchanges is not applicable to theCompany, as the Company's Paid up Share Capital & Networth is below the limits specified.
MATERIAL CHANGES AND COMMITMENTS, IF ANT AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOM PANY TO WHICH THE FI NANCIAL STATEMENTS REI-ATE AND THE DATE OF THE REPORT
Intermsof theinformationrequired underSub-section(3)(l)of Section 134of theAct, itistobe.notedthatno material Changes and Commitments affecting the financial position of the Company have occunedbetween the end of the financial year of the Company to which the Financial Statements relate and thedateof the Report.
CoNSERVAT|ON OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO:
A. Since the Company does not carry any Business activities, particulars to be disclosed with respectto Conservation of Energy & TechnologyAbsorption under Section 134 (3) (m) of CompaniesAct,2013 read with Cornpanies (Accounts) Rufes, 2014 are not applicable.
B. During the year under review there has been no eamings and outgo in foreign exchange.
RISK ITTANAGEMENT POLICY:
The provisions in respect of Risk Management are not applicable to the Company as Clause 49 of theListingAgreement is not applicable to the Company.
GORPORATE SOCIAL RESPO NSI B lLlTY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibili$ Policy pursuant tothe Provisions of Section 1 35 of the Companies Act 201 3 and relevant Rules framed there under as thesaid provisions were not applicable to the Company as the Company had incurred losses during therelevant period.
PUBLIC DEPOSITS:
During the year under revieq the Company has not accepted any Deposit pursuant to Section 73 andsection 76 of the CompaniesAct,20l3 read with Companies (Aoceptance of Deposits) Rules, 2014.
ANNUAL EVALUATION BYTHE BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the CompaniesAc[ 2013, the Board has canied out an annual performanceevaluation'of its own performance, the Directors individually as well as the evaluation of the working of itsAudit, Nomination & Remuneration Committees by filling,a structured questionrtaire.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ajay Kumar,Practicing Company Secretary, to undertake the SecretarialAudit of the Company. The Report of theSecretdrialAudit Report is annexed as Annexure 4 to this Report.
EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIALAUDITOR IN HIS REPORT
Looking at the Company's size and no business activities for past few years, no one was interested injoining as CFO & Company Secretary. Further, in spite of several efforts, the Board could not appoint anyInternalAuditor during the year.
The Company is rn process of complying with the said requirements.
1 0
53rd Annual R,ePort 2014'2015
DIRECTORS:pursuantto the provisions of the CompaniesAct,2013, Mrs. Gopee Grover (DlN:00560162) retires byrotation and being eligible offers herself for re'appointment.
Mr. Vinodkumar Grover(DlN: 0043412g) Managing Directorof the companywhowas appoinbd as the MDof the Company at the Annuat Generat Meeting fGU for the FY 2009-10 for the period oJ Five years. Histenure as the MD will expire on 30.0g.2015. ltJs proposed to re-appoint him as Managing Director for afurther period of 3 years w.e.f 01 . 1 0.201 S. The Bqard at ib meeting held on 1 2.05.201 5, on re@mmendationof Nomination & Rimuneration Gominiftee, approved his re-appointment, subjectto approvalof he Membersand StatutoryAuthorities, if required.
AUDITORS:
The Company'sAuditors M/s. Desai & Bhaghney (FRNJ15646W) were appointed at the S2dAGM held
on 24.09.b014tor aperiod 3 (Three) years i-e. trom ffre Conclusion of 52nd AnnualGeneralMeeting until
the conclusion of 55th Annual General Meeting subject to rafification by Members at every subsequentAnnuat Generql Meeting. Howeve( M/s. Desai& Bhagtat'ey (FRN:1156a6W) vide their letter dated 1/8/
201 5 had expreSsed their inability to continue as the Statutory Auditors of the Company due to lack of time
and other pressing engagementi. Therefore, your Directorg a.gqr.o.,acned M/S Vinay Sanjay &Associates
Gnr.r,iizigsq ;hoiia; expressed their wiiling.neg: T.d gtlsrlifitv to act as Statutory Auditors of the
borp"ny "nd
al'so furnished the certificate ceili{ingJhgt thei.fulfillthe criteria pursuant to section f41 of
ttre c'omianiesAct, 2013. Accordingly, on recommendation of heAudit Gommittee and subjectto appoval
of the Members they were appoiitlio by the Board at its meeting held on 14h August' 201'5, as the
st.iutow n ditors of ine company to hold office from 14.08.201 5 till the conclusion of the ensuing i'e. 53d
Annual General Meeting. furtnir, pursuant to Section 139 (1) of the Companies Act, 2013 and as
recommended by the Audit Committee your Directors recommend appointment of M/S. Mnay Sanjay &
AssociatescharteredAciJuntant(FRtt:itztgsw) foraperiod_of2(Two)yearsi.eflgmtheconclusionofSSrd Annual General Me.ting tiff the conclusion oi SgtAhnual General Meeting subject to ratification by
Members at every subsequentAGM,
RESERVATIONANDQUALIFICATIONONAUDITORS'REPORT:
The notes to Accounts referred to in the Auditors' Report are self-explanatory and therefore do not callfor
any further comments. Auditors have not made any reservation or qualification in theAudit Report.
DETATLS IN RESPECT OF FRAUDS REPORTED BYAUDITORS PURSUANTTO SECTION 143(12) OF
THE COMPANIES ACT, 201 3:
During the year under review there were no incidences of fraud reported by the Auditors'
COMMITTEES
il)
Audit Comrnittee:
Being a listed company, the company had already constituted its Audit committee consisting of
Mr. Binod Khemka (Orfl.i: OOZSZZSb) ,Ur.Rajendrakumar Chaudhary (DlN: 02916342 ) and Mrs'
Gopee Grover(DlN: 00560162 ).
During the year under review Four (4) Meetings were held of theAudit Committee'
Nomination and Remuneration Committee:
Being a listed company, the company had already constituted its Nomination and
Remuneration committee consisting of Mr. Binod Khemka (DlN: 002922521, Mr. Rajendrakumar
CnauCnary (DtN: 02916342 ) and Mri. Gopee Grover (DlN: 00560162 ).
1 1
MODELI-A WOOLLENS LIMITED
VIGIL MEGHANISM' WHISTLE BLOWER POLICY:
The Company has adopted the Code of Conduct for Employees and Directors for the highest degree oftransparency, integrig, accountability and corporate social responsibility. Any actualor potentialviolationof the Gode would be a matter of serious concern for the Company. The Company also has Whistle BlowerPolicy to dealwith instiance of fraud and rnismanagement, if any'
Employees of he Company are encouraged to use guidance provided in the Policy for repoiling allallegationsofsuspectedimproperactivities. i
DETAILS OF SIGNIFTCANT AND MATERIAL ORDERS PASSED BY THE REG U LATORS OR COURTSOR TRIBUNALSIMPACTING THE GOTNG CONCERN STATUS AND COMPANY'S OPERATIONS INFUTI'RE
There are no significant and material Orders passed by the Regulators or Courts or Tribunals which wouldimpact the.going concern status and the Company's future operations.
FUTUREOUTLOOK:
Your Directors are looking for various avenues and options for carrying out business activities of theCompany. On account of change in the pattern of textile fabrics, your Company had to suspend trading intextile fabrics and yarn a few years back.. However, the Promoters of your Company have always madefunds available to your Company whenever there was a requirernent in the past and will continue to do so.
Youi Compahy has no borrowings from Banks or Financial Institutions except inter-corporate depositsamounting to Rs.76.77 lakhs during the yearto augment its finances. The borrowings are atthe rate of 8%p.a.
COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work environment to allwomen employees.During the year under review Company had not received any Complaints in respect of Sexual Harassment.
APPRECIATION:
Your Directors ptace on record their apprecia$on for the cooperation of all the Staff and Officers, Shareholdersof the Company and look forward to their continued cooperation in future.
By Order of the Board of DirectorsFor MODELLA WOOLLENS LIMITED
(V.K. Grover)Chairman & Managing Director(DlN:00434129)
Registered Office:4C Vulcan Insurance Building,Veer Nariman Road,Mumbai-400020
Place:MumbaiDate: 14thAu!ust,201 5.
1 2
-r* _ 53rd Annual RePort 2014'2015
Form No. MGT-9 Annexure - 1
. EXTRACTOFANNUALRETURN
As on the financial year ended on March 31, 2015
[pursuant to secfion 92(31 of the Companies Act, 201 3 and rule 1 2(1 ) of the Companies (Managementand Sdministration) Ruleg 201 4l
I. REGISTRATIONAI'IDOTHERDETAILS:
i) GIN:- 117120MH1961P1C012080
ii) Registration Date- 28.07.1961
iii) NameoftheCompany: MODELI-AWOOLLENS LIMITED
iv) GATEGORY OF THE GOMPANY: - [PL. TICK] i
(1) Public GomPanY- /(2) Private ComPanY-
SUB CATEcORY OF THE COMPANY: -[PLEASE TICK WHICHEVER ARE APPLICABLE]
1) GovernmentComPanY-.2\ SmallComPanY-3) One Persoh GoqtpanY-
4) Subsidiary of Foreign ComPanY-
5) NBFC-6) Guarantee ComPanY-
7) Limited bY shares - /
8) Unlimited ComPanY-
9) CompanY having share caPital- /
10) Company not having share capital-
11) Company Registered under Section &
v) Address of the Registered Office and contact details
Address :
Town / City :
4 C, VULCAN INSUMNCE BUILDINqVEER NARIMAN ROAD, CHURCHGATE, MUMBAI 4OO O2O.CHURCHGATE
District : MUMBAI
State: MAHARASHTRA
Telephone:(With STDArea Code Number) (022)22c47424122049879
PinCode 400020
Fax Numbei: (022)22872620
EmailAddress : [email protected]
Website (if anY) www. modellawoollens. com
1 3
II. PRINCIPAL BUSINESS ACTIVITIES OF T*4E COMPANY':
All the business activities contributing 10 % or more of the total turnover of the company shall be
PARTTCULARS OF HO LD ING, SU BS I DIARY AN D ASSOC IATE C OM PAN IES
r ' l ' : , * 9 .
MODELLA WOOLLENS LIMITED' ; '
' t ' ' i
' i
vi) Whether Shares Listed On Recognized Stock Exchange(S) - BSE LTD.
vii) Name, Address and Contact details of Registrar and iransfei Agent, if any
Name of Registrar & Transfer Agents:
Address : ,.
L .
Town / Citu !
M/s. PURVA SHAREGI STRY(I N DIA) PVT. LTD.
9, SHIV SHAKTI IJ.R4BORICHAMARqMUMBAI 400011. r
LOWERPAREL
District : 'i MUMBAI
State : MAHARASHTRA
Telephone :With STD Area Code Number) (0221 230 1 67 61 I 2301251 I
Pin Code 400 011
Fax Number: 23012517
EmailAddress :
% to total tuof the company
Name and DescriPtion of mainproducts / services
st.No.
Name and Addressof the ComPanY
ctN Holding/Subsidiary/Aseoe ia te
% of shareshelC
Applicablesect ion
1 NIL
l .+
53rd Annual RePort 2014'2015t I
tV. SHARE HOLDTNG PATTERN (EquityShare Gapital Breakup as percentage of TotalEqulty)
l) Gategory-wise Share Holding
Category ofShareholders
No. of Shares hald atthe
.beginning of theYear
No. of Shares heldat the end of the year
%, l16l IUE
dwingtheyear
Demat Physi-cal
Total "hotTotal
Shares
Demat Physl-cal
Total "hotTotal
Shares
A. Promoters
(1) Indiana) Individual/HUFb) CentralGovtc) StateGoW(s)d) Bodies CorP.e) Banks / Flf) AnyOther....
Sub-total(A) (1):-
(2) Foreigna) NRls - Individualsb) Other - Individualsc) Bodies CorP.d) Banks / Fle) AnyOther....
Sub-total (A)(2):-Total shareholding ofPromoter (A)=(AXr)+{AXz)
333972
45449
379421
,:
20
333992
45449
:
379441
38.70
4.99
:
41.69
333972
45449
379421
,:
20
333992
45449
379441
36.70
4.99
:
41.69
B. Publlc Shareholdingl.lnstitutionsa) Mutual Fundsb) Banks / Flc) CentralGovtd) State Govt(s)e) Venture Capital Fundsf) Insurance Companiesg) Fl lsh) Foreign Venture CaPitalFundsi) Others (specifY)Sub-total (BXr):-
2. Non-lnstittttionsa) Bodies Corp.i) Indian
J ' V t a l '
:
177205
177205
12053
m.
679
679
2891
9,7944{
679
177205
177884
14944
'41,. 9. .
0.07
tg.iz
19.55
1.64
375421
tttios
rttios
12237
2D
679
oig
2891
379441
679
:
177205
:
177884
15128
4{.69
0.07
:
19.47
:
19.55
1.66 0.02
1 5
MODELLA WOOLLENS LIMITED
-0.03
-0.,-0 .11
-0.11
33.05
0.090:07
38.65
58.20
300718
8251609
352675
530s59
34395
240865
480
244236
244915
59853
3451 609
1 08439
285644
34395
33.08
0.090.17
38.76
58.3t
300987
34395
8251524
352675
530559
244332
480
247703
248382
56655
34395
3451524
I 04$72
282177
ii) Overseasb) lndividualsi) Individual shareholdersholding nominal sharecapital uPtoRs' 1 lakhii) Individualshareholdersholdingnominal sharecapital inexcess of Rs 1 takhc) Others(specifY)i)NRl (RePat & Non'Repat)ii)HUFSub-total {BXZ):'
Tstal Fubtic Shareholding(B)=(E)(1)+ (B)(?)
O. Sharei held bYCustodian for GDRs &ADRS
ii) Shareholding of Promoters
Shareholding atthe beginning of
thqYlgl-
Share holding atthe end of theyearsl
NoShareholder's
Name No. ofShares
% of totalShares ofthe cdm-
pany
%otShares
Pledged ,encum-bered to
totalshares
% changein shareholding
during theyeal
No. ofShares
70 Ol lolalShares ofthe com-
pany
-/oul
SharesPledgedencum-bered to
totalshares
9,576,98
4.994.742.962.962.811.841.821.800.820.290.030.010,00
871 0863579
45449431 802701627000256011 6801166241 6448750026603051 5 020
9.576.98
4.994.742.962.962.811.841.821.800.820.290.030.010.00
123
4 l5 l6 l7II1 01 11 21 31 41 5 .
Mr, Vihod Kumar GroverMr. UdaY K, GroverNovamodTradingCo,Pvt.LttlMs. Madhu GroverMs, Rakhee GfoverMr, Bharat GroverMs, Kusum GroverMr.RavindEr GoverMs, PushPa GroverMs. Indira Grover
871 0863579
45449431 8027016270002560116801166241644875002660
30515020
41.69 379441 41.69Total 379441
1 6
53rd Annual RePort zul4-zut5
CumulativeShareholding during
the Year
Shareholding at thebeginning of the Year
At the beginning oflhd Year
Allotment during the Year
At the End of the Year
iv) shareholding pattern of top ten shareholders {other than Directors, Promoters and Holdprc
of GDRs and A"DRs ):
v) Shareholding of Directors and Key Managerial Personnel:
Share holding atthe end of theShareholding at the beginning of
Life Insurance CorPorationof IndiaMr. Nikhil GroverVentura Securities LtdMr, SunilS, MagnaniMs. Disha SunilMagnaniMr, Hitesh RamiiJaveriMr.Laherchand S. LakhaniVeer Enterprises LimitedMrr Indra Kumar BagriMs. Vandana JainMr. Ajay Kumar KalYan
No. of | % of total
15.473.770.910.650.490.320.310.27
0.220.22
Nd. ofShares
17720534395830060004480300029002500240420702065
% of totalShares ofthe com-
pany
19.473.770.910.650.490.320.310,270.260.220.22
, oloofShares
Pledgedencum-bered to
totalshares
100
Cumulative Shareholdingduring the Year
Shareholding at the beginningof the Year
% oftotalshares of the
company
%of totalshares of the
company
1 7
MODELLA WOOLLENS LIMITED
V. INDEBTEDNESS
IndebtednessoftheGompanyinc|udinginterestoutstandinglaccruedbutnotdueforpayment",
REMuNERATIoNoFD|REcToRsANDKEYMANAGER|ALPERSoNNELvt.A RemunerationtoManagingDirector,Whole-timeDirectorsand/orManageri
lndebtedness at the beginningof the financial Yeari) PrinciPalAmountiil lnterest due but not Paidiii) lnterest accrued but not due
Change in Indebtedness duringthe financial Year- Addition- Reduction
76,76,670lndebtedness at the end of thefinancial Year
PrincipalAmountlnterest due but not Paidlnterest accrued but not due
sl.No.
Particulars of Remuneration
Gross salarYf"istrtrv "i
p.t provisions contained in section17(1) of the Income'tax Act, 1961
Name of MD TotalAmount
Mr. MnodKumar Grover
NIL1
2J
ic
NIL^{ nornricites uts 17(2\ lncome'tax Act' 1961
@undersection 17(3)
l ^ a r a a + a w A n f { Q 6 {NIL
NILot(,u^ \Jyrlvr
NILowtiar
nrafit NILvon
/a r ia l r la lnnant ives NIL\ J lne ts r p l t ' c l l t DPser r rys" - - ' - " ' - - - ' '
Total(A)
as p€r Section 198
NIL
N I L
1 8
53rd Annuel Report 2014-2015
B. Remunerationtootherdirectors:
st.No.
Particulars of Remuneration Name of Directors Total'Amount
1. lndependent Directors
!
o Fee for attending boird / committee meetings
r Commission
r Others, please specfy
Mr. B.K.Khemka
Mr. R.K.Chaudhary
2,000 2,000 4,000
Total (l) 2,000 . 2,000 4,000
2. 'Other
Non-Executive Directorso Fee for attending board / committee
Ms. Gopee Grover2,000 2,000
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER TI'IAN MD/MANAGEM/VTD:
During the year under revie-ur the Company did not have any Key Managerial Perspnnel other than theMD.
Vil. PENALT|ES , PUNTSHMENTT COMPOUNDING OF OFFENCES (Under the Companies Act):NIL
1 9
MODELLA WOOLLENS LIMITED
coMPANY,sPoLlcYoND|REGToRS'APPo|NTMENTANDREMUNEMT|oN:
APPOINTMENT OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The Nomination and Remuneration committee identifies persons who are quarified to become Directors
andwhomaybeappointedasK€yManagerialPersonnelandSeniorManagement'
The committee ascertains the qualifications, expertise and experience of the persons to be appointed as
Directors, Key Managerial Personnel and senior Management and recommends their appointment to the
Board of Directors.
TheBoardthentakesthefinaldecisionbasedonthesaic!recommendation.The committee evaluates the performance of Directors' Key Managerial Personneland senior Management
on a yearly basis and recommends their removal' if required'
REMuNERATIoNoFD|REcToRs,KEYMANAGER|ALPERSoNNEL,SEN|oRMANAGEMENTANDOTHEREMPLOYEES
The remuneration payable to the Managing Director shall be as per the provisions of the companies Act'
2013 and other relevant provisions'
The remuneration payabre to Key Manageriar personnerand seniorManagement sha* be approved by the
Committee oRcase to case basis'
The increments to the existing remuneration structure:
A)|nrelationtoBoardofDirectorssha||bebasedontheevaluationofperformance.
B)lnrelationtoKeyManageriatPersonnelandSeniorManagernentthesamesha||beapprovedbythecommiftee o.rro on ffri recommendation of the Managing Director.
c) lnre|at iontoothersthesameshal |beapprovedbytheManagingDirectorbasedonthemarke|conditions,performanceofthecompanyandotherrelevantfactorsfromtimetotime.
REMUNER/{n|oNToNoN.ExEcuT|vEAND|NDEPENDENTD|REcToRs
The Non-Executive and Independent Directors of the company shat onry be paid sitting fees (as determina
bytheBoardfromtimetotime)forattendingBoard/Committeemeetingsapartfromreimbursemento,rp"nr.. incurred for aftending the meetings'
20
53rd Annual RePort 2014'2015
Annexure 3
INFORMATION IN TERMS OF UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND
iir,A U N TNANION OF MANAGERNL PERSON NE L RU LES, 201 4 I
The information relating to managerial remuneration in terms of Rule 5 ( 1 ) of the Companies (Appointment
and Remuneration of lilanagerial Personnel) Rules, 2014, are detailed as under: -
(l) the ratio of the remuneratldn of each dlrector of the Company to the median remuneration
of the emptoyees of the company for the financial year 2014'15;
Ratio of the remuneration of the director of the company to the median remuneration of the employees
of the comPanY are'
the percentage increase in remuneration of each whole time director, Ghief Financial officer
and the company secretary of the company, during the financial year 2014'15, are as under;
NIL
the percentage Decrease in the median remuneration of employeee of the company durlng
the financial Year; 12.Q5o/o
the number of permanent emptoyees on the rolls of the Gompany; - 4
the explanation on the relaflonshlp between avsrage Increaee in remuneration and company
performance;
The Company was running into losses slnce last few years. Therefore there was no increase in
Remuneration of the KMP i.e. Managing Director"
comparlson of the remuneration of the Key Managerial Pereonnol against the performance
of the ComPanY;
ln view of the Losses the Company does not provide any Remuneration to lts KMP i,e. Managing
Director
(ii)
( i i i )
{iv)
(v)
(vi)
(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of
the current fin.n.irr vr.iana previous financial y'ear -ano
percentage increase over decrease in the
market quotations oi tne snaies of the company tn comparison to the rate at which the company
came oui with the last public offer in case of listed companies:
21
Median remunerationof the emPloYees
Name of the Director
tvtr. ginoO Kumar ShYamlal Khemka
ttltr. napnOrakumar Ramcharan Ghaudhary
Market Priceas on
31.03.2014
Market Priceas on
31.03:2015
MarketCapitalization
as on31.03.2014
MarketCapitalization
as on31.03.2015
PE Ratioas on
31.03.2014
PE Ratioas on
31.03.2015
Rs.20.50 Rs.14,75 Rs.1.89 Cr. Rs.1.34Cr. 4.16 4.29
The Market Price of the companyason 31.03.201-5was Rs.14.75 persharesas comparetoRs'10
at the last public offer whichiiras shown 47 .1Yo of increase over the years'
| - - ^ i - a r l l r r ,
(ix) comparison of the each remuneration of the Key Manageriar personneragainst the performance of
the comPan$ Not APPlicable
(x) the key parameters for any variable component of remuneration availed by the whole Time Directors
of thecomPany;N.A.
(xi) the ratio of the remuneration of the highest paid di1ect91 t9 t!r{-ot the employees who are not directors
but receive r"*un"i"tion in excess of tne hignest paid director during the year: NIL
(xii) affirmation thatthe remuneration is as perthe remuneration policy of the company'
we affirm that the remuneration paid is as per the said Remuneration poricy of the company.
22
t:
53rd Annual RePort 2014'2015
Annexure - 4
Form No. MR-3
SECRETARIAL AUDIT REPORT
FORTHE FINANCIAL YEAR ENDED 3I$ MARCH, 201 5
[pursuantto section 204(1)of the CompaniesAct, 2013 and rule no. 9 of the Companies (Appointment
T o , a n d R e m u n e r a t i o n o f . M a n b g e r i a | P e r s o n n e | ) R u l e s , 2 0 1 4 ]The MembersModella Woollens Llmited4C Vulcan Insurance BuildingVeer Nariman RoadMumbai - 400 002
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by Modeila Woollbns Limited (hereinafter called the company). SecretarialAdit *a;;dnA*t"b in a manner that provided me a reasonable basis for evaluating the coJporate conducts/statutory compliances and expressing my opinion thereon'
ute books, forms and returns filed and other recordsn provided by the Company, its officers, agents and:retarial audit, I hereby report that in my opinion' thepncial year ended on 31't March, 2015 complied withthat tha Company has proper BeEfi:processes'andmanner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and retums filed and other records maintained bythe Company for tha financiit year ended on 31'rMarch, 2015 according to the provisions of:
il The companies Act, 2013 (the Act) and the rules made thereunder;
lll The Securities Contracts (Regulation) Act, 1956 ("SCRA')and the rules made thereunder:
lli) The DepositoriesAct, 1996 and the Regulations and Bye-laws framed thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereuhder to the'
exteniof Foreign-Direct Iniestment, Overseas Direct Investment and External Commercial Bonowingsto the extent of their applicability to the Company;
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board oflndia Act, 1992 ('SEBIAct'):-
a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers)Regulations, 2011:
bl The Securities and Exchange Board of lndia (Prohibition of Insider Trading) Regulations, 1992;
c) The Securities and Exchange Boar:d of lndia (lssue of Capital and Disclosure Requirements)Regulations, 2009 (not applicable during the audit period);
d) The Securities and Exchanqe Board of lndia (Employee Slock Option Scheme and EmployeeStock purchase Scheme) Cljidetines, 1999; (not applicable during the audit period)
e) The Securities and Exchange Board of India (lssue and Listing of Debt Secutities) Regulations,- 2OOB (not applicable during the audit period);
0 .The Secr.rrities and Exchange Board of India (Registrary to an lssue and Share TransferAgents)' Regulations, 1993 regarding the Companies Act and dealing with client;
gl The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (not
applicable during the audit period) and
23
MODELLA WOOLLENS LIMITED
h) The securities and Exchange Board of lndia (Buyback of securities) Regulations,1998; (not
applicable during the audit period)
v i )oTHERLAWSSPECIF|CALLYAPPLICABLEToTHEooMPANYNobusinessactivityhasbeenconductedbytheCompanyd'uringtheauditperiod.|n-viewofthefactthat company Oeini non-operative no othei laws were specifically applicable to the Company'
vli) OTHER 1AWS nppuCnaLE.TO THE COMPANY
The adequate systems and piocesse.s are in place to mon1or and ensure compliance with general
laws like labour r"ilr,'Lnuiiolmentar raws etc.'to the extent of their applicability to the company'
r am not offering any comments on compriance of secretariar standards issued by The rnstitute of company
secretaries of India ," in" iJ*" were not notin"a during the financiar year ended on 31't March' 2015'
I have examined compliance with the listing agreement entered into by the company with stock exchange'
During the period under review the company has complied with the provisions of the Act, Rures, Regulations'
Guidelines, standaros, eii.-mentioned'ab6ve excepi to the extent as mentioned below:
i) The company has not appointed chief Financial officer and company secretary during the audil
period. This is non-.;rpiiince oJ.section iOg ot the Companies Aci, 2013 r/w rule I of Companies
lnppointrrnt a iemun6ration of Managerial Personnel) Rules, 2014;
ii) The company has not appointed.lnternal Auditor during the audit period' This is non-compliance ol
section 138 of tn" Citplhi"i n.t, ZOlg ttw rule 13 of-Companies (Accounts) Rules' 2014;
I further rePort that:
i) rhe Board of Directors of the,companv: *Yil::Tt'l1t:i#*fl10"t*":1}':"o;It*":il'# ilr;rT"J,i:?_'="*1:ffiJ""6i!'J,J,."1i.['ij"p['"0'"ni oii6.io,, in" :tlg:. ljr :?Tl_"']l33lli: ?:fli^:ffi:;il:r'iff#;;il"" during the period under reviewweie carried out in compliance with tht
provisions of the Act.
ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notet
on agenda *"r. ,Lit "t
least seven days in advance, and a systeqr eiists for seeking and obtaininl
further information and crarifications on tne igenoa items before the meeiing and for meaningfu
particiPation at the meeting'
iii) A, oecilions at Board Meetings & committee Meetings are carried out unanimously as recorded it
the minutes of the meetings of the Board of Directori or the Committees of the Board, as the cas{
may be.
I further report that there are adequate systems and process.es in the company commensurate with th
size and operations of the company to monitor and ensuie compliance with applicable laws, rules, regulation
and guidelines,
I further report that during the audit period there is no specific event / actions in the company having
major bearing on its attairs-in puriuanie of the above referred laws, rules, regulations' guidelines' standards
etc. referred to above'Signature:
(AjaY Kumar)AjaY Kumar & Go.
FCS No. 3399C.P. No. 2944
D a t e : 6 / 5 / 2 0 1 5Place : Muntbal
Note:This report is to be read with our letter of even date which is annexed as Annexure A and forms an integr
part of this rePort.
24
To'The MembersModella Woollens Limited l
4C Vulcan Insurance Building '
VeerNariman RoadMumbai-400 002
,, our report of even date is to be read along with this letter,
t L Maintenance of secretariat record is the responshility of the management of the company' OurI responsiUility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurances aboutthe correciness of the contents of the secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in secretarial records. we believe that
tne processes and practices, we followed provide a reasonable basis for our opinion.
3. We have notverified the correctness and appropriateness of financial records and Books ofAccounts
of the comPa.nY'
4. Where ever required, we have obtained the Management representation about the compliance of
|aws,ru|esandregu|ationsandhappeningofeventsetc.
5. The compliance of [he provisions of corporate and other applicable laws, rules, regulations'
standaros is the responsioitity of management. our examination was limited to the verification of
Procedures on test basis'
6. The secretarialAudit Report is neither an assurance as to the future viability of the company noi
of tne elncacy or effectiveness with which the management has conducted the affairs '; the
company.
53rd Annual RePor-t 2014'2015
'Annexure A
Signature:(Alay Kumar)
Ajay Kumar & Co.FGS No. 3399C.P. No. 2944
Date : 6/5/2015P lace : Mumba l
)
25
MODELLA WOOLLENS LIMITED
INDEPENDENT AUDITORS' REPORT
To,The Members of,Modella Woollens Limited
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying standalone financialstatements of Modella Woollens Limited ('theCompany'), which comprise the balance sheet as at March 31 ,2015, the statement of profit and loss andthe cash flow statement for the year then ended, and a summary of signiflcant accounting policies andother explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for the nnatters stated in Section 1 34(5) of the CompaniesAct 201 3 ('tre Act) with respect to the preparation and presentation of these standalone financial statemenbthat give a true and fair view of the financial position, financial performance and cash flows of the companyin accordance w1h the accounting principles generally accepted in India , including theAccounting Standardsspecified under Section 1 33 of the Act , read with the Rule 7 of the Companies (Accounts) Rules, 2014.This resportsibility also includes maintenance of *dequate accounting records in accordance with theprovisions of theActfor safeguarding the assets of the Company and for preventing and detecting fratldsand other inegularities; selection and application of approptiate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial contr.ols , that were operating effectively for ensuring the accuracy and completeness ofaccounting records, relevant to the preparation and presentation of financial statements that give a trueand fair view and are free from material misstatement , whether due to fraud or error.
AUDITOR'S RESPONSIBILTY
Our responsiUiiity is to express an opinion on these standalone financial statements based on our audilWe have taken into accountthe provisions of theAct, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and the Rules madethereunder.
We conducted ouraudit in accordance with the Standards onAuditing specified under Section 143(10) oftheAct. Those Standards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance aboutwhetherthe financialstatements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancialstatements. The procedures selected depend on the auditot's judgment, including the assessmentof the risks of material misstatement of the financialstatements, whether due to fraud orerror. In makingthose risk assessments, the auditor considers internal financial control relevant to the Company's prepamtion
of the financial statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Companyhas in place an adequate internal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policiec
used and the reasdnableness of the accounting estimates made by Company's Directors, as well asevaluating the overall presentation of the financialstatements.
26
53rd Annual RePort 2014-2015_ l
We'believe thatthe audit evidence we haveobtained is sufficientand appropriate to provide a basisbrour
audit opinion on the standalone financial statements.
OPINION
In our opinion and to the best of our information and according to tre explanations given to us, the aforesaid
standalone financial statements read with the notes thereon give the information required by theAct in the
manner so required and give a true ahd tair view in conformi$ with the accounting principles generally
accepted in India, of the state of affairs of the company as at March 31, 2015, and its loss and its cash
flows for the year ended on that date,
EMPHASISOF MATTERS
We draw attention to the following matters in the Notes to thb financial stiatements:
(a) Note 17(ii) to the financial statement regarding cheques towards rent paid but not encashed by the
landlord.
(b) Note 23 jn the financial statements which indicates that the Company has accumulated losses and
its,networth has been fully / substantially eroded, the Company has incurred a net loss/net cash loqp
during the current and previous year(s) and, the Company's current liabilities exceeded its current
"rseis as at the balance sheet date, These conditions, along with other matters set forth in Not€ 23,
indicate the existence of a material uncertainty that may cast significant doubt about the Company's
ability to continue as a going concern. However, based on the representation received from tha,
management regarding continuing'supportthefinancialstatements of the Company have been prepared
on a going concern basis.
Our opinion is not modified in respect of this matter.
REPORT ON OTHER LEGALAND REGULATORY REQUIREMENTS
As required by the Companies (Audito/s Report) order, 2015 ('tre Orde/) issued by the Central Govemment
of India in terms of sub-section (11 ) of section 143 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by section 143(3) of the Act, we report that
a. We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit;
b. !n our opinion proper books of accounts as required by the law have been kept by the Company so far
as it appears from our examination of those booksi
c. The Balance Sheet, the etatement of profit and loss and cash flow statement dealt with by this report
are in agreementwlth the books of account;
d. ln our oplnion, ths aforesaid standalone financial statEments comply with the accounting etandards
speclfled under Section 133 of theAct, read with Rule 7 of Companies (Accounta) Rules, 2014;
e. The going conc€rn matter deseribEd In sub paragraph (b) under Emphasls of Matterc paragraph above'
in our opinlon, may have adverse effect on the functloning of the Company.
f. On the basis of wr:itten representations received from the directors as On March 31, 2015 taken on
record by the Board of Directors, nonb of the dlrectors is dlsqualified as on March 31 , 2015 from being
appointed as a director in terms of the Section 164(2) of Companles Act 201 3.
27
MODELLA WOOLLENS LIMITED
g' With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 dCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:
i. the Company has disclosed the impact of pending litigations, if any, on its financial position in ibfinancial statements
il the Company has made provision, as required under the applicable law or accbunting standards,for material foresbeable lossess.
There were no amounts which were required to be transfened to the Investor Education and protectionFund by the Company.
i l l
Place : MumbaiDate :121512015
For Desai & BhagtaneyChartered Accountants
Shailesh S. DesaiPartnerMembership No.036935Firm No.115646W
ANNEXURE TO THE AUDITOR'S REPORTAslequired by the Companies (Auditors'Report) Order, 2015 issued by the Company Law Board in termsof Section 143 of the Companies Act, 201 3, we further report that:i. The q9m.Pa.ny has maintained proper records showing full particulars, including quantitative details
and situation bf its fixed assets.We are informed that fixed assets have been physically verified by the management at reasonableintervaland no material discrepancies were noticed on such verificaiion, ln our ipinion, this periodicityof physicalverification is reasonable having regard to the size of the Company and natilre of its assets.
ii. We are informed that there was no stock of goods during the year or at the year end and hencephysical veriflcation of stock were not required to be conducted Oi ttre managembnt. In view of abovstherefore, we have no comment to offer on frequency of the physical verifica'tion of such stocks.Since company is not having any stock, we have no comment to otfer on whether the procedures dphysical verification of stocks followed by the management are reasonable and adequate in relation tothe size of the Company and nature of its business.Since company is not having any stock, we have no comment to offer on maintaining proper records dinventory and dlscrepancies on physipal verification of stocks as compared to book records,
iii. The Company has not granted any loans, secured or unsecured to companies, firms or other partiergoveqed in register maintained undersection 189 of the CompaniesAct, 20t3. AccordinEjty parigraptr3(iii) (a) and (b) of the Order are not appticabte.
iv. In our opinion and according to information and explanbtions given to us, the Company does have anadequate ihternal control system commensurate with the size of the company and the nature of ihbusiness in respect of purchases of inventory and fixed assets and for the sale of goods and services
53rd Annual Report 2014-2015, l
We have not observed any major weakness in the internal control system during the course of theAudit
v According to the information and explanations given to us, the Company has notaccepted anydepositfrom the public. Thereforei the provisions of Clause (v) of paragraph 3 of the CARO 2015 are notapplicable to the Company.
vi. As informed to us the maintenance of cost Records has not been specified by the central govemment
undersection 148(1) of theAct. l
vii. According to the inforriration and explanations given t9 us and on the basis of ourexamination of therecords oi the Company, amounts deducted / accrued in the books of account in respect of undisputedstatutory dues including Provident fund, Employee's state insurance and other material statutory dueshave been regularly deposited during the year by the Company with the appropriate authorities. As
explained to u]s, tni Company did not have any dues on account of Income Tax, Sales Tax, WealthTax, Service Tax, Custom Duty and duty of excise.'
According to the information and explanations given to us, no undisputed amoqnts payable in respectof ProvidEnt fund, Employee's state insurance and other material statutory dues were in anears as atMarch g1,2O1SfOr a.peiiod of more than six months from the date they became payable. We areinformed that dues of income tax, sales tax, wealth tax, service tax, duty of customs and duty of
excise are not in dispute.
According to the information and exptanations givento us, there are no dues of income tax, wealth tiax,
sales taxl service tax, duty of customs and.duty of excise which have not been deposited with the
appropriatE authorities on account of any dispute.
According to the information and explanations given to us the amounts which were required to be
transfeged to investor education and protection fund in accordance with the relevant provisions of the
CompaniesAct, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.
viii. The Company has been registered for a period of not less than five years and its accumulated losses
at the end of the financial y6ar exceeds fifg percent of its net worth. The Company has incurred cash
losses in the current financial year and in the immediately preceding financial year'
ix. The company has not taken any loans from any financiat institution or bank or debenture holders and
hence the question of default in payment does not arise'
x. In ouropinion and according to the information and the explanations given to us, the Company has not
given any guaranteq for loans taken by others from bank or financial institutions'
xi. The Company has not taken any term loan during the year'
xii. According to information and explanations given to qg, no material fraud on or by the Gompany has
been notiled or reported during the course of our audit'
P lace: MumbalDate z 121512015
For Doaal & BhagtaneYChartered Accountantr
Shallesh S. DesalPartnerMembershlp No.036935Firm No.115646W
29
MODELLA WOOLLENS LIMITED
BALANCE SHEETAS AT 31ST MARCH, 2015
PARTICULARS NOTENo.
31st March, 31st March,2015
Rs.2014Rs.
I. EQUIWANDLIABILMES(1 ) Shareholders' Funds
(a) Share Capital(b) Reserves and Surplus(c) Money received against share warrants
(2) Share application money pending allotment(3) Non-Current Liablllties
(a) Long-term borrowings(b) Deferred tax liabilities (Net)(c) Other Long term liabilities(d) Long term provisions
(4) Current Liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term provisions
II. ASSETS(1) Non-current assets
(a) Fixed assets(i) Tangible assets
' (ii) Intangible assets(iii) Capital work-in-progress(iv) Intangible assets under development
(b) Non-current investments(c) Deferred lax assets (net)(d) Long term lbans and advances(e) Other non-current assets
(2) Gurrent assets(a) Current investments(b) Inventories(c) Trade receivables(d) Cash and cash equivalents(e) Short-term loans and advances(0 Other current assets
For Desai & BhagtaneyFirm Regn No. 115646WChartered Accountants
Shailesh S. DesalPartnerM. No.036935.
Place:MumbaiDated: 121512015
3
33
4
44
Total
66
7
88
9,100,000(20,626;096)
2,650,000
1973,906,821
5,026,670
4E,546311 ,565
9,100,000(16,710,248)
_
1,500,000
1973,608,915
2,650,000
35,826352,020
417,804 536,710
39,806
30,09;1 ,014
66,586
162,946236,268
7,200
30,090.1 ,014
75,71;303,790
417,804 536,710
See accompanying notes I to 13 to the financial statements
As per our report of even date attachedV.K. GroverChairman &Managing DirectorDIN No.- 00434129
G GroverDirectorDIN No.- 00560162Place:MumbaiDated: 121512015
B.K. KhemkaIndependent DirectorDIN No.- 00292252
R.K. Chaudharylndependent DirectorDIN No.- 02916U2
30
53rd Annual Report 2014'2015
PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015
PARTICULARS NOTENo,
31st March,2015
Rs.
31st March,2014
Rs.
t .l l .
ilt.lv.
Revenue from operations-sale of: fabricsOther lncome
'
Total Revenue (l +ll)Expenses:Cost of materials consumedPurchase of:fabricsEmployee benefits expenseFinance CostDepreciation and amortization expenseOther expenses
Total Expenses
Prof iU(Loss) before exceptional and extraordinary items
and tax ( l l l - lV)Exceptional ltemsProfiV(Loss) before extraordinary items and tax (V - Vl)
Extraordinary ltems
ProfiU(Loss) before tax (Vll-Vlll)Tax expense:(1) CurrenttaxQ) Deferred tax(3) EarlierYearTaxesAdjustedProfiU(Loss) for the year from continuing operations(Vll-Vlll)ProfiU(Loss) from discontinuing operationsTax expense of discounting operationsProfiU(Loss) from Discontinuing operations (X]l - Xlll)
3,894,224 3,012,417
(3,884,762) (2,777,007)
(3,884,762) (2,777,007]'
(3,884,762) (2,777,007)
- ,*.tun(3,884,762) (3,081,276)
(3,884,752) (3,081,276)
14.271 (3.3e)
9,46; 235,410
9,462 235,410
1011
2,293,38;473,075
' 1,5201,126,24
1,769,74;207,294
7,1681,028,20712
V
vl.vll.vlll.
XX
X.xt.xlll.XIV.
X/. ProfiU(Loss) for the year (Xl + XIV))0/1. Earning per equitY share:
Basic & Diluted
see accompanying notes 1 to 13 to the financlalstatementsAs per our report of even date attached
For Desai & BhagtaneYFirm Regn No. 115646WChartered Accountants
Shailesh S. DesalPartnerM. No.036935
Place:MumbaiDated: 121512015
V.K. GroverGhairman &Managing DirectorDIN No.-004U129
G GroverDirectorDIN No.-00560162Place:MumbaiDated: 121512015
B.K. Khemkalndeoendent DirectorDIN No.- 00292252
R.K. Chaudharylndependent DirectorDIN No -02916342
31
MODELLA WOOLLENS LIMITED
NOTES FORMING PART OF THEACCOUNTS FORTHEYEAR ENDED 31ST MARCH,2Ol5
NOTE 1
SHARE CAPITAL
PARTICULARS 31st March2015Rs.
31st March2014Rs,
(A)AUTHORTSED:20,00,000(20,00,000)Equity Shares of Rs. 10/- each
TOTAL
ISSUED SUBSCRIBEDAND FULLY PAID UP:
9,10,000(9, 1 0,000) Equity Shares ofRs. 10/- each
20,000,000
20,000,000
I,100,000
TOTAL 9,100,000
Par value per share- Rs. 104
Reconciliation of the number of equity shares outstanding at the beginningand at the end of the reporting. period:
20,000,000
20,000,000
9,100,000
9,100,000
(B)
(c)
31.3.2015 31.3.2014
Outstanding as at beginning of the yearChange during the year
Outstanding at the end of the year
9,'lo0,oooNi l
9,100,000Nir
9,100,000 9,100,000
(D)
(E)
The rights, preferences and restrictions attaching to each class of share including restrictionson the distrlbution of dividends and the repayment of capital
Equity shares-The Company has only class of equity shares. Each holder of equity shares is entiiledto one vote per share. The equiiy shareholders are entitled to dividend only if dividend in a particularfinancial year is recommended by the Board of Directors and approved by the members at theannual general meeting of that year. In case of winding up, if the assets available for distributionare less than the paid up share capital, then the shortfallwill be borne by the members.proportionately.Where there is an excess the same shall be distributed proportinately among the members.
Shares in respect of each class in the company held by its holding company or its ultimatrholding company including shares held by or by subsidiaries or associates-of the holdingcompany orthe ult imate holding company in aggregate . NotApplicable
32
53rd Annual RePort 2014-2015
(F) Names and number of shares hetd by shareholders hotding more than 5 percent shares'
Name of Shareholders No.of Shares %ofas at holding3lst March,
'2015
No,of Sharesas at31st March,2014
o/o otholding
1. LIC of India
2. Mr. V.K. Grover
3. Mr. Uday Grover
177205
87108
63579
19.47
9.57
6.99
177205
87108
63579
19.47
9.57
6.99
(G) Shares reserved for issue under options and contracts/commitments for the sale of shares/
disinvestment, incuding the terms and amounts
Nil
(H) . Aggregate number and class of shares allotted as fully paid up pursuantto contract(s) without
piyment being received in cash'
' ,, Nil
(l) Aggregate number and ctass of shares allotted as fully paid up by way of bonus shares'
Nil
Aggregate number and class of shares bought back' l
Nil
Terms of any securities convertible into equity/preference shares issued along with the
earliest date of "onu.rrion
in descending ordeistarting from the farthest such date'
N.A.
Galts unpaid (showing aggregate value of calls unpaid by directorc and officers)
Nil
Forfeited shares (amount originally paid up)
(J)
(K)
(L)
(M)
Nil
33
MODELLA WOOLLENS LTMITED
NOTES FORMING PART OF THEACC.qUNIqfOR THE YEAR F.ryPED 31ST MARC H,2015NOTE 2 (RESERVEAND SURPLUS)
Farticulars
Capital Reserve!o.s.s the beginning of the yearAdd: lmpact of depreciation as percompanies Act, 2013Add: Loss for the year
Total at the end of the year
31st March2015
Rs.9,647
(l6,7lg,gg5)
(31,086)(3,884,7621
(13,639,619)
(20,635,743) (3,081,276i (16,719,895)
Particulars
LONG-TERMBORROW]NGSUnsecured Loan-lnter Corporate Deposits (interest @B% o.alNovamod Tradinq Co. Pvt.'Ltd.Pali Grover WoolTen Pvt. Ltd.
OTHER LONG TERM LTABILITIES-Others
LONG-TERM PROVISIONS(a) Provision for Emptoyee BenefitsProvision for Gratuitf(b) OthersRent Payable
Particulars
SHORTTERM BORROW}NGS:Unsecured Loan-fnter Corporate Deposits (interest @-8o/o o.a\Novamod Trading Co. pvt.'Ltd.Pali Grover Woollen Pvt. Ltd.
TOTAL
OTHER CURRENT LIABIL]TIESOther Payables
TOTAL
SHORTTERM PROVISIONSProvision for Employee BenefitsOthers-For ElectricitvFor Telephone ExpensbsTOTAL
2,650,000 1,500,000
1 9 7 197
1 9 7 197
461,538 360,636
3,445,293 3,248,279
3,906,921 3,608,915
31st March 31st March2015 2014
Rs. Rs.
3,519,670 1,955,0001,508,000 795.000
31st March2015
Rs.
1,955,000795,000
31st March2014
Rs.
1,050,000450.000
TOTAL
NOTES FORMING PART OF THEACCOUN]9!.9R.THE Y-EAR ENDED 31ST MARC H,2015NOTE4 CURRENTLIABLITiES -
5,026,67q 2,650,000
48,646 3s,82648,646 ' 35,826
289,445 330.053
20,000 20,0002.121 1 .967
3 1 1 , 5 6 6 352.020
(20,626,096)
NOTES FORMING PART OF THEACGOUNT_S_F-OBTHE YEAR ENDED 31ST MARCH , 2015NOTE 3 (NON CURRENTLtABtLtTtESi
31st March2014
Rs.9,64V
''5Bfd AirnUal Rep6rt mil'lfi20ts
Tds.ocv,!,ooCI
3
a
f!x(oCL
a@(Da
on=zoFv{o.T{-
H m
Fmzomc] '(,
@{3no;ENo(,
:or@LotN
I
I
(tl@'s(r)N
(rl@'5
otN
I
I
(,l@
$ttN
( r ) O ) Jv i 5 ( . ) o )I Y o o swo r N l r\t O) Cn O)N @ @ s
t l l l
t r l l
O, (, (.t JN $ , G t o to r o o f( , I N } J{ (.t (t OlN C o @ }
EEo,
d f i H g e 2d ! r ; 1 g g Z
i g D
g
* €' S t ro r
o
n gg r :L
L(tl@
_{o)@
I
-J
-@o)No)
:r
@-o,Nol
-(rtNo
I
CJ'a@g)
ot
N(,N
(,) 0) r,"J J (I( D ! - l-Ci) -o) '-
O O I J
b@o
o I !(JJ (0
( , J G I +S t n u ro o {\ ) a @(.) C'r {{ o J
(r)o5-N
(tlJ
s5o
@@Ct)
(rtNJ\'gt
5
om!
nm
3
:oz
E g =d E E A
E =Fg*g6 s Ic)o36 ; 3
f i rE
0g)
no
F9>
;oo
vQ
(.).@ooo
-{NoQ
o,.(o@oo)
-ot( l ' r( o @o r c o ( ,
J J( g N {-(r)
c') -J -O
N @ ( o ( J lJ N ( O . A
3 r zF = S e m
. # H = 3 3 [ g ;( r - l -
S i l . F os 9 3 ; oo s ( D o
7 i e . e i * x
35
MODELLA WOOLLENS LIMITED
NOTES FORMING PART OF THEACCOUNTS FORTHE YEAR ENDED3lST MARCH,2Ol5
NOTE 6
NON CURRENT ASSETS
Particulars
LONG TERM LOANS AND ADVANCES:Unsecured, considered good1) Security Deposits
TOTAL
OTHER NON-CURRENT ASSETS :Unsecured, considered goodDeposit-M.W. E.GG'Scheme Trustees
Particulars
(A) Gurent Investments:lnvestments in Mutual Funds
1. HDFC Cash Management Fund-Daily Div.NIL(6637.695) units face value Rs.10/- each[market value Rs. NtU- (Rs. 66,586/-) ]
TOTAL
3lstMarch2015
Rs.
31st March2014Rs.
30,090 30,090
1,014 1,014
TOTAL 1,014 1,014
NOTES FORMING PART OF TI{E ACCOUNTS FOR THE YEAR ENDED 31ST MARCH. 2015
NOTET
INVESTMENTS
30.090
31st March,2015Rs.
31st March,2014
. Rs.
66,586
66,586
(B)
(c)
(D)
(E)
-- j "
The basis of valuation of Individual Investments-At lower of cost & market value
Aggregate amount of quoted investments and market value thereof:Rs. Nil/-(Rs.66,586/-) and market value of quoted invt. Rs.Nil (Rs. 66,586/-)
Aggregate amount of unquoted investments- Nil
Aggregate provision made fbr diminution in value of investments- Nil
36
,r:ra6lhd
NOTES FORi'IING PART OF THE ACCOUNTS FOR TH E YEAR EN DED 3{ ST MARCH' 2OI 5
NOTE 8
CURRENTASEETS
Particulars
j
CASH AND CASH EQUIVALENTS:Balancewith Bank:in CunentAccountCheque in HandCash in hand
TOTAL
SHORT TERM LOANS AND ADVANCE9:Unsecured, considered goodPrepaid ExPensesAdvance Profession TaxAdvance and loans to staff
Particulars
lnterest on loans to staff
Dividend lncomeNet Profit on Sale of investments
Misceilaneous ReceiPts-Gross
lncome Tax Refund
TOTAL
75,710 162,946t -
3lst March2015
Rs.
38,4'6035,0002,250
3lstMarch2014
Rs.
159;854
3,092
41,165625
262,000
50,413@5
195,000
3O3J9O 2#,268
NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH' 2015
NOTE9OTHERINCOME
31st Marchml5Rs.
7,6151,577
m
250
31st March2014Rs.
.16,511
3,899
215,000
9,462 235,410' :
37I1
MODELLA WOOLLENS LIMITED
NOTES FORMING PART OF THEACCOUNTS FOR THE YEAR ENDED 3tST MARGH,2015NOTElO
EMPLOYEE BENEFITS E)(PENSES3lst March,
2015Rs.
1,710,127
6,712133,53930,690
723,017
206,030102,296
100,903
31st March,2014Rs.
1,729,963
11,937149,35721,U0
142,309
(260,560)91,883
23,076
2,293,395 1,769,748
NOTES FORMING PART OF THEACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015NOTEll
FINANCECOSTParticulars
Intereston ICDIntereston Loan from Director
31st March,2015
Rs.449,65523,420
31st March,2014Rs.
207,294
473,075 207,294
NOTES FORMING PART OF THEACCOUNTS FORTHEYEAR ENDED 3IST MARCH, 2015NOTE{2
.THEREXPENSES ststMarch,
2015Rs.
203,690230,54
5,752701
26,279991
51,764'b;, 47,469' 185,353100,261
39,32916,954' 6,0002,096
16,800740
137,45154,182
TOTAL 1,126,2M 1,028,207
TOTAL
Particulars
ElectricityRent (Refer #13(i) of Note # 138)Rates and TaxesInsuranceRepairs & MaintenanceTravelling and conveyancePostage & telephonePrinting & stationeryLegal and Professional chargesAdvertisement[statutory insertion s]Auditors' Remuneration:
For auditFor other services
Directors' Sitting FeesBank chargesHire chargesService TaxSubscriptionMiscellaneous expenses
31st March,2014Rs.
167,546230,544
3,328775
30,3036,234
58,23452,243
118 ,914114,296
39,32422,4726,0001 ,188
16,8003,830
43,211112,965
38
53rd Annual RePo'rt 2014'2015
NOTES TONUIUO PANT OF THEACCOUNTS FORTHEYEAR ENDED 31ST MARCH, 2015
NOTE 13
(A) COMPANYOVERVIEW
Modeila woo[ens Ltd. is a pubric rimited company_d_omicite{ln India and incorporated under he provisions
of CompaniesAct, 1956. lt'i shares are tisteJ on'BSE Ltd. The company is engaged in trading of textiles'
(B) SIGNIFIGANT ACCOUNTING PorrclEs
(1) Basis of PreParation(D The financial statements of the compalv.hayg been prepared and presented in accordance
with the g"n;r" ry ;.."ft"0 n .*rting Principles in India under the historicalcost convention
on an accrual basis. The compa;t dr prepired these Financial statements to comply in all
m a t e r i a | r e s p e c t s w i t h t h e m a n d a t o r y a c c o u n t i n g s t a n d a r d s . :
(ii) The accounting policies adopted in the preparation of financialstatements are consistentwith
those of Previous Year'
(2) Fixed'Assets and DePreciation
(U Fixed assets are stated at cost of acquisition or.construction or at revalued bmount, net of
impairment loss if any, less r..rrrl"iuO depreciation/amortisation. Costs include financing
costs of borrowed funds attribui"ur. to acquisition or construction of fixed assets, up to the
date the ";;;G;
;rito ,r". niiessment'of indication of impairment of an asset is made at
the period end and impairment loss if any' recognized'
( i i )Thecarry ingcost(af ter reta jn ingfg l iq l3 lva lue)of theassetex is t ingonApdl l '2014isdepreciated on straight t-ine tuetnSo (sLM)_over a ieriod of remaining useful life of an asset as
per Scnedule ll of th-e CompaniesAct' 2013'
l ncasewhere the rema in inguse fu l l i f eo f anasse tasonApr i l 1 ,2014 i sn i l , t heca r ry ing
amount of such asset atter retaininjit;i resiouatvalue is recognised in the opening balance of
retained ""*ingr
as per schedulellof the companiesAct,2013.
Depreciation on addition i deletion to any asset during the period is calculated on pro rata
uasis troril ,p io in" date of sucr'r aooitlbn / deletion iespectively as per Schedule ll of the
ComPaniesAct, 2013'
(3) Current investments are valued at cost or market value whichever is less'
(4) Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits willflow to the
Company and th6 revenue can he reliably measured'
Sale of goods
Revenue is recognized when the significant risks and rewards of ownership of the goods have been
Passed to the buYer.
lnterest and Dividend Income
Interest income is recognized on a time proportion.bas's taking into account the amount outstranding
and the rate applicaOte.-Oiu'O6nO income is iecognizeO when tie Company's rightto receive dividend
is established by the Balance Sheet Date'
(5)(DGratuityisprovidedonthebasisofpremiumcomputedbytheLife|nsuranceCorporationof|ndia'
(ii) under the Llc schenre, the companvtS: l"^:,:,:::f1,{^":::1'"fflment to an emplovee
except on death or r"inL.uni "t
ii*ty The liability cannot be ascertained.
39
MODELLA WOOLLENS LIMITED
(iii) In the case of employees not covered by the Scheme, provision of liability for gratuity isestimated and based on the assumption that the amount is payable to employees at the endof the year.
(iv) Provision of liability for earned leave estimated and based on the assumption that the' accumulated leave to the credit of the employees is payable at the end of the year.
(6) Rentals under operating leases are charged to the Profit and Loss account on the straight linebasis overthe term of the l.ease.
(7) Legal expenses are provided only on receipt of lawyer's memo of fees as the same cannot beestimated. Advance given to lawyer is adjusted on receipt of final memo of fees.
(8) Useofestlniates
The preparation of financial statements requires the managementto make judgments, estimatesand assumptions that affect the reported amount of assets and liabilities and disclosures olcontingent liabilities on the date of ihe financial statements and reported amounts of revenues andexpenses forthe year. Although these estimates are based on the management's best knowledgeof current event and actions, uncertainty abo*t these assumptions and estimates could result inthe outcomes different from the estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accountingestimates is recognized prospectively in the current and future periods.
(9) Cash and Gash Equivalents
Cash and Gash equivalents for the purpose of cash flow statement comprise cash in hand, demdnddepositswith bank and other short term highly liquid investmenU deposits with an originalmaturityof threemonths or less.
(10)lncome Taxes
Tax expense comprises of current and deferred tax. Current income tax is measured at the amouilexpected to be paid to the tax authorities in accordance with the lncome-tax Act, 1961.
Defened income taxes reflect the impact of current year's tirning differences between taxableincome and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enactedat the Balance Sheet date. Deferred tax assets are recognized only to the extent that there irreasonable certainty that sufficient future taxable income will be available against which suc$deferred tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Companywrites-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonaU;certain that sufficient futu,re taxable income will be available againstwhich deferred tax asset carbe realized. A;,y su;;r ivrite-dovrn is ieversed to the extent that ii ::ecomes reasonably certain thdsrifficient future iaxable income will be available.
(11) Provisions and contingent liabilitiesA provision is recognized when the Company has a present obligation as a result of past eventsif it is probable that an outflow of resources embodying economic benefits will be required to settrthe obligation and a reliable estimate can be made of the amount of the obligation. Provisions andetermined based on the best estimate required to settle the obligation at the reporting date.
A contingent liability is a possible obligation that arises from past events whose existence will hconfirmed by the occurrence or non-occurrence of one or more uncertain future events beyond thcontrol of the company or a present obligation that is not recognized because it is not probabl
40
53rd Annual Report 2014-2015
that an outflorr of resources will be required to settle the obligation. A contingent liability alsoarises in extremely rars cases where there is a liability that cannot be recognized because itcannot be measurdd rellably. The Company does not recognlze a contingent liability but disclosesits exlatence ln the financlalstatements.
{12)Earnlngr perrhare
Baelc eamings p€r share are calculated by dividing thenet profit or losg for the.year attributable toequity sharefr'oders by the wbighted average number of equlty shares outs(anding during the year.
Forthe purposeof calcu6tng diluted earnings pershare, the-net profitorlossforthey.earattributableto equlti sliareholders and the welghted averago number of sharEs outstandlng during the year areadjurted for thc offccts of all dllutlve potential equlty sherec.
(lSlRelrtrd Prrty Dlrcloture
(ll) Kry Mrnrgulrl Porlsnnel :
(l) Bornowlng from partlca In whlch DirectorE are
Nama otlnoRclated pefiy
NaturoofRelated parUrolatlonahlp
Nature oftransactic, r
Amounr ln Kupsor Amount !! EupeefVolumcofTraneactlondurlng tho psrlod
OutatandingBalance
NovarnorlTradlngCo,Pvt, Ltd,
Mr,V.K.Grovcrlr lenlrtod to thr 0lrcotorof thrtComp.ny,Mn, G Grovaralao nDlr.ctorof thrtComprny,
Un-oecurgd,Intor-6orporatoDcpoaita TakenUn-secured,Intsr-CorporateDeporlts Rtpaldlntsrut peld onIntcr 60rporstqDeporlts
Ra,28,10,070/.
Rr.3,60,000/-
Rr.8,10,08?/-
PrlnclpalAmount Rr,c3,73,670/'NIL
NamsofthaR€letecperty
Nrturo ofr r l r t 0 dpeftymhilon$F
Blgnlfloant termssfAppolntment
Volumesllnnraetlonduf,ngthg p€rlgd
0utetandlngBalenoc
Mr, V. K.Grow
C h a l r m a n&ManagingDlrecbr
Date of re-appointment0l /1 0/201 0.Perlod of re-appolntment:5 YearsSignlfi cant Terms of re'appointment:a. $alary : Rs.40,000/'P,m' However, the
Managing Dlreqtor had restrlcted hls salaryto Re.100/- p,m. for the flnanclalyear'
b, Commission :10/oolnetProfitq. Perquioites; Restricted to an amount equal
to annual salary or Rs.4,50,000/'which lslower.
d" The CentralGovernment approved the re'appointment for a period of five years from01 I 1012010 to 30/09/20 1 5'
Rs.1,00,903/-Rs.197A
41
MODELLA WOOLLENS LIMITED
3ld March 31.rMarch
(14) Managerial RemunerationProvision for Gratuity ' ,
(15) Dlsclosure of Earnings per Sharo
0 Lossfortheyear(ii) WeightedAverageNumberof
Shares used in Cornputing(ii| Earnings Per Share(per Equity
Share of Rs.1 0l each)Basic & Diluted
2014Rs.
Rs.
23,076
2015Rs.
Rs.
1,00,903
1,00,903
(38,84,762)
9,10,000
(4.27l-
23,076
(30,81,276)
9,10,000
(3.3e)
(16l LhP Company during the year has changed the method of providing depreciation from Written DownValue (WDV) rates as prescribed in erstwhile Schedule Xiv of tne Companies Act, 1956 to Straightline method of depreciation as per Schedule ll of Companies Act, 20i3. Consequent to the saidchange the charge for depreciation and loss for the year is lower by Rs. 11,4661.and accumulatedlosses are higher by Rs. 19,6201-.
(17) (i) Rent including society charges for office premises debited to the profit & loss account for theyear is Rs.2,30,544/- (Rs.2,30,544/-).
(ii) Provision for.Lirl payable upto 31d March, 2015 Rs. 34,4s,283t-(Rs.32,48,p79l-) inctudescheques paid but not encashed by the landlord.
(18) Capital and other Commitments
(19) Contingent Liabilities
(20) Value of lmports calcutated on CIF basis
(21 ) Expenditure in foreign cu rrency(accrual basis)
(22) Earnings in foreign currency
(23) (i) No provisions of income tax has been madb in the books in the absence of taxable income asper Income TaxAct, '1961.
(ii) The Company has not created, deferred tax asset on tax losses and depreciation,- that are available for set off against future taxable income, in view of significant uncertaintyregarding reliability of the same.
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
42
53rd Annual Report 2014-2015-
(Z) There are no dues to ehterprises as defined under the Micro & Small Enterprises Development. Act, 2006, which are outstanding formore than45 days as atMarch3l't, 2015 whichison thebasis of such party having been identified by the management & relied upon by the auditor'
(25) ln the opinion of the Board, current assets, loans and advances other than those disclosed asdoubtful, have a value at least equal to the amounts as shown in the Balance Sheet if realized inordinary course of the buspess. 1[5:provision for all the liabilities except legalcost is adequate andnot in excess of the amouht reasonably necesqary.
(26) Figures of previous year have been re-grouped/rearranged wherever necessary to confirm to cunentyear.
Signatures to Note 1 to 13
Mumbai 12h May, 2015
V. K. GroverChairman & Managing DirectorDIN No.{04U129
Gopee GroverDirectorDIN No.{0560162
B.K. Khemka;Independent DirectorDIN No.{0292252
R. K. Chaudharylndependent DirectorDIN No. -029163/.2
43
MODELLA WOOLLENS LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDING 3{ST MARCH, 2015
3lstMarch,2015 31stMarch,2014RsJLakhs Rs./Lakhs
(Al cAsH FLOW FROM OPERAT|NGACTtVtTtES :Net Prof iU( Loss) befo re tax and extra-ord ina ry items (38.85) (27.77)Adjustments for:
DePreciation iNet (Profit)/Loss on Sale of Units/AssetsDividend from units
Operating profit before working capital changesAdjustments for (increase)/decrease in operating assets :Trade ReceivablesLoans &AdvancesCurrent & Non Current LiabilitiesOthers - Provisions
Cash Flow before Tax & extraordinary items
Direct taxes paid(Netcash used in operating activities)CASH FLOW FROM INVESTING ACTIVITIES:
Net Cash flow from purhcase/sale of assetsSale proceeds of InvestmentDividend from units
Net cash used in investing activities
GASH FLOW FROM FINANCING ACTIVITIES:Net Increase/(decrease) in cash & cash equivalentsCash & Cash equivalents as at the begining of the year
Cash & Cash equivalents as at the end of the year
(38.85) (27.74)
(r.55)
(1.55)
0.04
0.04
0.07
(0.04)
3.75
0.70
0.68
(0.87;1.63
0.76
0.02(0.00)(0.02)
3. ;26.391.97
(0.6s;35.392.57
(B)
(c)
0.670"02
0.7;0.89
1.63
We have verified the above cash flow statement of ModellaWoollens Ltd. for the year ended March 31, 201S prepared by theCompany and certify that the cash flow statement has beenderived from the accounts of the Company audited by us andhas been prepared in accordance with Stock Exchange listingrequirements.
For Desai & BhagtaneyFirm Regn No. 115646WChartered Accountants
Shailesh S. DesaiPartnerM. No.036935
Place: Mumbai.Dated: 121512015
V.K. GroverChairman &Managing DirectorDIN No.-0MU129
G GroverDirectorDIN No.- 00560162
Place:MumbaiDated: 121512015
B.K. KhernkaIndependent DirectorDfN No.- 00292252
R.K. GhaudharyIndependent DirectorDIN No.- 02916342
MODELLA WOOLLENS LIMITEDRegd. Office : 4-C, Vulcan lnsurance Bldg., Veer Nariman Road, Mumbai- 400 020.
Dear Shareholder,
The Ministry of CorporateAffairs has taken a'Green lnitiative in Corporate Governance'for promotingpaperless compliances by companies. According to the circular no. 1712011 dated April 21,2011and Circular no. 1Bl2011companies can send notices/documents including Annual Report to itssharehoders though electtonic mode into the registered address of the shareholder.
You company hails the spirit of this green initiative, toeards facilitationg paperless communication,which incidentally underlines your Comoany focus as well on eco friendly and sustainble productsand services.
We, therefore, invite all our shareholders to contributd to the said imitative by filling up the form givebelow and send it back to the register and transfer agent of the company Messers Purva Shareregistry
, (lndia) Pvt. L:td. at 9, Shiv Shakti Indl. Estate, Ground Floor, Sitaram Mill Compound, J. R. BorichaMarg, Lower Parel, Mumbai-400 001.
We are sure you will appreciate this green initiative and will co-oprate wholeheartedly in its imple-mentation. Please note that even after you have opted for e-communication as a member of thecompany, you will be entitled to receive allcorporate communication in physicalform also uponmaking specific request for the same.
Thanking you.For Modella Woollens Limited,V, K. GroverChairman & Managing Director
(lntermsofcircularno.lTl20lldated2l/04/2011AND18/2011 DATED29l}4l20ll issuedbytheMinistry of Corporate Affai rs)
Folio No.iDP lD & Client lD
Name of 1st Registered Holder
Name of Joint Holder(s)
Registered Address
E-maillD (to be registered)
lpe shareholde(s)of Modella Woollens Limited agree to receive allcommunication from the Com'pany in electrinic mode. Please register my above e-mail id in your record for sending communica-tion throgh e-mail.
Date: Signature:(First Holder)
Note : 1 ) On registeration, all the communication will be sent to the e-mail lD registered in ther folio.2) Shareholde(s) are requested to keep its registrar and transfer agent informed as and
when there is any change in the e'mail address,
MODELLA WOOLLENS LIMITEDCIN: Ll 7120MH1961PLC012080
Regd. ffice:4-C;Vulcan !ryuranT Bldg., Veer.NTmal Road,churchgate, Mumbai400020'
Tet.:022-22041a2a, Fax:Oii-ZZenAZO E-maii: [email protected], Website: www'modellawoollens'com
PRONTFORM
[Pursuant to section 105(6) of the companies fct' !ot33n! Rule 19(3) of the companies
. (Management and Administration) Rules' 20141
Name of the Member
Registered
E-mail lD:
Folio No./ Glient lD: DP ID:
lM/e, being the member (s) of ............,.... ..... shares of the above named company, hereby appoint
1. Name:
Address:
E-mail lD:
S ignature : , , , , , o r fa i l ingh im
Name:
E-mail lD:
Signature:or failing him
3.
or failing himSignature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 53d Annual GeneralMeeting of the Company, to be held on the Tuesday 22nd day of September,2OlS at 11.30 noon atWalchand Hirachand Hall, Indian Merchants'Chamber Building, # 76, Veer Nariman Road, Churchgate,Mumbai 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below:
Signed this day of 2015
Signature of Proxy holders(s) : Signature of Shareholder
Notes:1' This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meetrng.2' lt is optional to indicate your preference. lf you leave the for, against or abstain column blank against
any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.
ResolutionNo.
Resolutions Vote (Optional see Note 2)(Please mention no. of shares)
For Against AbstainOrdinary Business:
1 Adoption of Financial Statements forthe yearended 31st March,201S
2. Re-appointment of Mrs. Gopee Groveras Director, who retires by rotation.
3. Appointment of M/s. Vinay Sanjay & AssociatesChartered Accountants (FRN: 1 1 2 1 gSW)as StatutoryAuditors of the Company
Special Business:
4. To Approve appointment of Auditors to fillcasualVacancy on account of Resignation.
5. Re- appointment of Mr. Vinod Kumar Grover ,(DlN: 00a34129) as the Managing Directorofthe Company w.e.f. 01. 1 0.201 S.
Printed at:Supreme PrintsFort. Mumbai - 400 001.ret'.2287 4581. 6636 6337
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