Modi Rubber Limited 32ND ANNUAL REPORT 2003-2004
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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Modi Rubber Limited 32ND ANNUAL REPORT 2003-2004 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net HE COMPANY T BOARD OF DIRECTORS Ram K. Gupta REGISTERED OFFICE BANKERS CHAIRMAN Modinagar-201 204 State Bank of India (NOMINEE OF UTI) District Ghaziabad (Uttar Pradesh) Punjab National Bank Tel: (01232) 242360 Citibank N.A. State. Bank of Patiala HEAD OFFICE Vinay Kumar Modi Hongkong & Shanghai Banking Corpn. Ltd. 4/7C, DDA Shopping Center Standard Chartered Bank Bhupendra Kumar Modi (Dr.) New Friends Colony State Bank of Travancore New Delhi-110 065 Punjab & Sind Bank Tel. :(011)26848416-17 Ravindra Loonkar STATUTORY AUDITORS WORKS (NOMINEEOFIFCI) Messrs Prabhat Jain & Co. Modipuram-250 110 Chartered Accountants Prem Chand Gupta District Meerut (Uttar Pradesh) B-61, Flatted Factory Complex, (NOMINEE OF LIC) Modinagar-201 204 Jhandewalan, New Delhi-110055 District Ghaziabad (Uttar Pradesh) TRANSFER AGENTS & REGISTRARS Sanjeev Kumar Chanana Partapur FOR SHARES & FIXED DEPOSITS (NOMINEE OF QIC) District Meerut (Uttar Pradesh) Messrs MAS Services (P) Ltd. AB-4, Safadarjung Enclave New Delhi-110 029 Tel.: (011)26104142 CHIEF GENERAL MANAGER (Finance & Accounts)- Head Office Krishan Bhagwan Gupta DIRECTOR (Finance & Accounts)-Plant Dinesh Agarwal CONTENTS PAGE NO. Notice 1 DEPUTY COMPANY SECRETARY Sudesh Bhardwaj Directors* Report 2-8 Auditors'Report 9-11 Balance Sheet 12 Profit & Loss Account 13 Schedules 14-29 Statement under Section 212 of the Companies Act, 1956 30 Superior Investment (India) Ltd 31-34 Spin Investment (India) Ltd 35-38 Consolidated Financial Statements 39-55 Due to prohibitive cost of paper and printing, copies of the Annual Report will not be distributed at the Annual General Meeting. Members/Shareholders are requested to bring copies of their Annual Report to the meeting. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net NOTICE NOTICE is hereby given that the 32nd Annual General Meeting (AGM) information required may be made available at the Meeting. of Modi Rubber Limited shall be held on Tuesday, 28.09.2004 at 11.30 9. Members/Shareholders/Fixed Depositors are requested to correspond AM at Auditorium, Dayawati Modi Public School, Modinagar to transact directly with our Transfer Agents and Registrars for Share & Fixed the following business: Deposits (as mentioned in the Annual Report) for any matter concerned or related to shares and fixed deposits. It would save time and help us ORDINARY BUSINESS in expediting the matters. 1. To consider, receive and adopt the Audited Profit & Loss Account for the accounting year ended 31.03.2004 and the Balance Sheet as at EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2) 31.03.2004 and the Reports of the Directors and Auditors thereon. OF THE COMPANIES ACT 1956 2. To appoint a director in place of Shri VK Modi, who retires by rotation ITEM 4 and being eligible, offers himself for re-appointment. As the Members are aware that the appointment of the Statutory Auditors 3. To appoint a director in place of Dr.BK Modi, who retires by rotation which was one of the item for consideration for the Shareholders at and being eligible, offers himself for re-appointment. their previous AGM held on 12-04-2004 as mentioned at Item No.4 of 4. To consider and, if thought fit, to pass with or without modifications, the said Notice (under the Ordinary Business) the proposed appointment the following as a Special Resolution. of Statutory Auditors could not get the required approval by the "RESOLVED THAT pursuant to the provisions of Section 224A and Shareholders. Hence M/s. Singhi & Company, Chartered Accountants, other applicable provisions, if any, of the Companies Act, 1956, M/s. New Delhi ceased to be the Statutory Auditors of the Company at the Prabhat Jain & Co., Chartered Accountants, New Delhi, be and are conclusion of 31" AGM on 12.04.2004. hereby appointed as Auditors of the Company to hold office from Accordingly, as required under Section 224(4) of the Companies Act, the conclusion of this meeting until the conclusion of the next Annual 1956 a Notice to this effect was given to the Regional Director, Northern General Meeting of the Company on a remuneration of Rs.1.50 lacs Region, Company Law Board, Kanpur on 13.04.2004. (Rs.One Lac Fifty Thousand Only) (inclusive of all taxes.incidentals, In response of the Company's notice and in exercise of the powers travel and other expenses incurred by them) and such other vested in the Central Government under Section 224(3) of the remuneration as may be decided to be paid to them by the Board of Companies Act, 1956, read with Notification No.GSR 288(E) dated Directors (or Committee thereof) during the year. 31.05.1991 of the Department of Company Affairs, the Regional Director, Department of Company Affairs, Northern Region, Kanpur has vide his By order of the Board, letter dated 07.06.2004 appointed M/s. Prabhat Jain & Co., Chartered for MODI RUBBER LIMITED, Acountants, B-61, Flatted Factory Complex, Jhandewalan, New Delhi- Place : Modinagar S Bhardwaj 110 055 as Statutory Auditors of the Company till the conclusion of the Date : August 31, 2004 Dy.Company Secretary next Annual General Meeting, on a remuneration of Rs.1,50,000/- NOTES: (Rupees One Lac Fifty Thousand Only) (inclusive of the sevice tax f. £xpfana(bry Jjiatemendh respecf offfem (Vo. 4"orYrie fVbtice as required' payable as f>Bt appMcabSe rates horn time to time and reimbursem«nt at under Section 173(2) of the Companies Act, 1956, is annexed herewith. travelling and other out of pocket expenses actually incurred by them in 2. Shri V K Modi, Director retiring by rotation in the forthcoming AGM connection with statutory audit.) and being eligible offering himself for re-appointment as proposed In view of the above, the Board of Directors of the Company had at its against Item No.2 of the Notice and his brother Dr.BK Modi may be meeting held on 31.08.2004, subject to the approval of the Shareholders considered to be interested or concerned in the proposed resolution. at their ensuing Annual General Meeting, recommended the 3. Dr.B K Modi, Director retiring by rotation in the forthcoming AGM and appointment of M/s. Prabhat Jain & Co., Chartered Accountants as being eligible offering himself for re-appointment as proposed against Statutory Auditors of the Company to hold the office as Statutory Item No.3 of the Notice and his brother Shri VK Modi may be considered Auditors from the conclusion of the ensuing Annual General Meeting to to be interested or concerned in the proposed resolution the conclusion of the next Annual General Meeting. 4. The Register of Members (Equity Shares of Rs.10/- each) and Share Accordingly, it is proposed to appoint M/s. Prabhat Jain & Co. Chartered Transfer Books of the Company relevant thereto shall remain closed Accountants as the Statutory Auditors, to hold office from the conclusion from 23.09.2004 to 28.09.2004(both days inclusive). of the ensuing Annual General Meeting of the Company until the 5. Pursuant to the provisions of Sections 205 A read with Section conclusion of the next Annual General Meeting of the Company on 205C of the Companies Act, 1956, the amount of dividend for the payment of a remuneration of Rs.1.50_lacs (Rs. One Lac Fifty Thousand subsequent years remaining unpaid or unclaimed for a period of Only) (inclusive of all taxes,incidentals, travel and other expenses seven years from the date of transfer to Unpaid Dividend Account of incurred by them) and such other remuneration as may be decided to the Company is required to be transferred to Invester Education be paid to them by the Board of Directors (or Committee thereof) during and Protection Fund (IEPF) set up by the Government of India and the year. no payments shall be made in respect of any such claims by the Besides this, since the Rnancial Institutions hold more than 25% shareholding Fund. Accordingly, the Company has transferred to IEPF all in the equity capital of the Company, pursuant to the provisions of Section Unclaimed or Unpaid Dividends in respect of the financial year(s) 224A(1) of the Companies Act, 1956, the Statutory Auditors of the Company 1995-96 and 1996-97. are required to be appointed by a Special Resolution. 6. A member, entitled to attend and vote at the Meeting, is entitled to Hence, the resolution as mentioned at Item No.4 of the accompanying appoint one or more proxies to attend and vote instead of himself and Notice is proposed. the proxy(ies) need not be Member(s) of the Company. None of the Directors of the Company may be considered to be interested 7. The proxy form(s) duly completed and signed should reach the or concerned in the proposed resolution. Company's Registered Office at Modinagar atleast 48 hours before INSPECTION OF DOCUMENTS the time fixed for the meeting. Copies of Memorandum & Articles of Association of the Company and 8. Members desirous of obtaining any information concerning the all material documents referred to in the Explanatory Statement will be accounts and operations of the Company are requested to send their open for inspection by the members, at the Registered Office of the requests at the Registered Office and/or Head Office of the Company Company, during business hours, on all working days, including the atleast seven days before the date of the Meeting, so that the date/day of the Annual General Meeting. 1 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net IRECTORS" REPORT D nd The Directors hereby present the 32 Annual Report together with SUBSIDIARY COMPANIES the Audited Statement of Accounts of your Company for the accounting As required under Section 212 of the Companies Act, 1956, Annual year ended 31" March, 2004.