Modi Industries Limited
Total Page:16
File Type:pdf, Size:1020Kb
MODI INDUSTRIES LIMITED 82nd Annual Report and Accounts 2015-16 CONTENTS Page No. Board of Directors, CFO, CS, 2 Bankers, Auditors and Registered Office Notice 3 Directors’ Report 9 Auditors’ Report 45 Accounts 55 Notes to the Accounts 59 Auditors’ Report on Consolidated 89 Financial Statements Consolidated Financial Statements 96 Notes to the Consolidated 100 Financial Statements MODI INDUSTRIES LIMITED (1) BOARD OF DIRECTORS MANAGING DIRECTORS Shri Mahendra Kumar Modi Shri Umesh Kumar Modi DIRECTORS Shri Krishan Kumar Modi Shri Vinay Kumar Modi Shri Rakesh Kumar Modi Shri Manish Kumar Modi Shri Abhishek Modi Shri Santosh Kumar Aggarwal CHIEF FINANCIAL OFFICER Shri Narayan Prakash Bansal COMPANY SECRETARY Shri Vimal Prasad Gupta BANKERS Allahabad Bank Punjab National Bank State Bank of India STATUTORY AUDITORS M/s. P.R. Mehra & Co., Chartered Accountants, (Firm Regn No. 000051N) 56, Darya Ganj, New Delhi-110002. COST AUDITORS M/s. M.K. Singhal & Co., Cost Accountants (Firm Regn.No. 00074) ‘Panchvati’, Opp. M.M. College, Modinagar-201204. (U.P.) SECRETARIAL AUDITORS M/s. A.N. Jaiswal & Co., Company Secretaries, (CP No. 14629) RZ-38, FF, South Extention Part II, Near Jagaran Chowk, Uttam Nagar (W), New Delhi 110059. REGISTERED OFFICE Modinagar District Ghaziabad (U.P.)-201204. NAME OF UNITS Modi Sugar Mills Modi Vanaspati Mfg. Co. Modi Paint & Varnish Works Modi Gas & Chemicals Modi Distillery Modi Arc Electrodes Co. Modi Steels (2) MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED CIN - L15429UP1932PLC000469 Regd. Office : Modinagar - 201204. (U.P.) Tel: 01232-231755, 243115 Email : [email protected] Website : www.modiindustries.net NOTICE NOTICE is hereby given that the 82nd Annual General Meeting of Modi Industries Limited will be held on Thursday, the 29th September, 2016, at 12:30 P.M., at Modi Industries Transit House (Modi Industries Complex), Modinagar, to transact the following business : ORDINARY BUSINESS: 1. To receive, consider and adopt: (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2016, the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 and the Auditors Report thereon. 2. To appoint Directors, who retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment and to consider and, if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions: (a) “RESOLVED that pursuant to Section 152(6) and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) and re-enactment thereof for the time being in force), Shri Vinay Kumar Modi (DIN 00274605), who retires by rotation at this Annual General Meeting and is eligible for re-appointment, be and is hereby re-appointed as Director of the Company.” (b) “RESOLVED that pursuant to Section 152(6) and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) and re-enactment thereof for the time being in force), Shri Rakesh Kumar Modi (DIN 00022386), who retires by rotation at this Annual General Meeting and is eligible for re-appointment, be and is hereby re- appointed as Director of the Company.” 3. To appoint Statutory Auditor and to fix their remuneration and, to consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) and re-enactment thereof for the time being in force), M/s. P.R. Mehra & Co., Chartered Accountants (FRN 000051N), New Delhi, the retiring Auditors, be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, on such remuneration as may be determined by the Board of Directors of the company.” SPECIAL BUSINESS: 4. To consider and if thought fit, to pass, with or without modification(s), the resolution for approving the remuneration payable to Cost Auditors as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 148(3), and all other applicable provisions, if any, of the Companies Act, 2013 and rules made there under, (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the members be and is hereby accorded for payment of total remuneration of Rs. 40,000/- (including all expenses) + applicable Service Tax payable to M/s. M.K. Singhal & Co., (Firm’s Regn. No. 00074) Cost Accountants, Modinagar, to conduct the audit of Cost Accounts maintained by Sugar and Distillery units of the Company for the financial year 2016-17.” 5. To consider and if thought fit, to pass, with or without modification(s) the related party transactions & agreements for renewal of rent/lease/ hire agreements as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 188 and all other applicable provisions of the Companies Act, 2013 read with the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) the consent of the MODI INDUSTRIES LIMITED (3) members be and is hereby accorded for ratification of the rent/lease/hire agreements and transactions for Cylinders/Flat/D.G. SET as already entered by the Company exceeding the threshold limits as specified in Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules, 2014 with the respective related parties as mentioned herein below: Sl. Directors / KMP who is related Related Party (RP) Effective date of Rent / Amount No. and nature of relation Lease / Hire Agreement (` ) 1. Shri Manish Kumar Modi is common Weld Excel India Limited Renewed w.e.f. 1st June, 2015 for five 45/- per director and Shri Mahendra Kumar years for 2200 Cylinders taken/to be Cylinder per Modi as relative of director. taken on operating lease rent against Month. security deposit @ Rs. 2000/- per cylinder. 2. Shri Umesh Kumar Modi and Win Medicare Private Ltd. With effect from 15th March, 2016 8,000/- Shri Abhishek Modi are common for eleven months for lease rent income Per Month directors. of Flat No. A-1, Suresh Park, Modinagar. 3. Shri Umesh Kumar Modi and SBCE Bio Energy Limited. D.G. SET (500KVA/400KW Electric 67,000/- Shri Abhishek Modi are common Generating Set) taken on hire w.e.f. Per Month directors. 2nd November, 2015 for five years. RESOLVED FURTHER that Shri Mahendra Kumar Modi (DIN-00014594), Managing Director of the company be and is hereby authorized to execute and/or renew Rent/Lease Agreement as mentioned at Serial No.1 above, further time to time, on same terms and conditions, or cancel the agreement, and to do all acts, deeds, things and to take all such steps as may be necessary. RESOLVED FURTHER that Shri Umesh Kumar Modi (DIN-00002757), Managing Director of the company be and is hereby authorized to execute and/or renew Rent/Lease/Hire Agreements as mentioned at Serial No. 2 & 3 above, further time to time, on same terms and conditions, or cancel the agreement, and to do all acts, deeds, things and to take all such steps as may be necessary By Order of the Board of Directors For Modi Industries Limited Vimal Prasad Gupta Company Secretary Place : Delhi (FCS – 6380) Dated: 22nd August, 2016 Regd. Office: Modinagar - 201204. (U.P.) Tel: 01232-231755, 243115 CIN - L15429UP1932PLC000469 Email : [email protected] Website: www.modiindustries.net NOTES : 1 A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share capital of the Company. Members holding more than ten percent of the total share capital of the Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc. must be supported by an appropriate resolution/authority, as applicable. 2. SEBI vide its Circular No. CIR/MRD/DSA/5/2015 Dated 17th April, 2015 provides that the exclusively listed companies which fail to obtain listing in any other nationwide stock exchange will cease to be a listed company and will be moved to the Dissemination Board by the existing stock exchange. Now your Company has been moved to the Dissemination Board of NSE, hence become/deemed to be unlisted Company. Therefore the Listing Agreement/Obligations are not mandatorilly applicable to your Company, for the time being till the further guidelines are issued by the SEBI in this regard. (4) MODI INDUSTRIES LIMITED 3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto. 4. Brief resume of Directors seeking reappointment at the Annual General Meeting are annexed hereto. 5. The Register of Members of the Company will remain closed from 23rd September, 2016 to 29th September 2016 (both days inclusive).