To (lie members of Modern Tine ads (India) Limited,
Your Directors are pi eased to present the 42ndAnnual Report on the
business and operations of the Company together with Audited Financial Statements for the
financial year ended 31st March, 2023.
The Standalone financial statements for the financial year ended March
31, 2023. forming part of this Annual Report, have been prepared in accordance with the
Indian Accounting Standards (hid AS) as notified by the Ministry of Corporate Affairs,
vide its notification in the official Gazette dated 16th February, 2015.
Key highlights of financial performance of your Company for die
financial year 2022-23 are provided below:
FINANCIAL SUMMERY
Particulars |
Year ended 31/03/2022 |
Year ended 31/03/2023 |
Revenue from operations &
other Ineome |
224.70 |
305.31 |
Profit before exceptional items
& tax |
7.25 |
25.37 |
Exceptional items |
0.70 |
188.75 |
Profit before tax |
7.95 |
214.12 |
Less-Tax expenses |
0.01 |
- |
Profit for die year |
7.94 |
214.12 |
Other' Comprehensive Ineome |
0.27 |
0.16 |
Total Comprehensive Income |
8.21 |
214.28 |
STATE OF COMPANY'S AFFAIRS
The performance of the Woollen Division of the Company7 has
been satisfactory over- past few years in spite of stiff competitions in the Domestic and
International Markets. During die year under review the turnover of the Woollen Division
of the Company is Rs. 202.92 Crores as against Rs. 134.18 Croces in the previous year.
Dining the ye ar under' revi ew the turnover of the Yam Division of the Company is Rs.
99.04 Crores as against Rs 88.45 Crones in die previous year. Your company has been able
to generate the profit of Rs. 25.37 Crores duimg the year under' review as against Rs.
7.25 Ciores in previous year before exceptional items and tax.
There is no change in die nature of business of the Company during die
financial year under review.
POST COVID-19 PHASE & GEO-POLITICAL SITUATION.
From the highs of the pandemic, growth and demand for the textiles
sector' lias moderated tins financial year. The Russia-Ukraine war, high inflation and the
threat of a looming recession in key markets like the US and Europe have led to a slowdown
in exports. Die silver lining for the sector has, however, been robust domestic demand and
new7 pockets of growth.
After short cyclical ups and downs in demand the net effect of die
pandemic on die domestic market has been a net increase in size of the domestie market by
15-20%, as people learnt to spend more on their homes and living environment and opt for
better quality. While exports picked up for some time, other non-pandemic factor's like
the Ukraine war and high inflation maired them in key markets like the European Union, USA
and Japan More recently, some signs of international demand re-emerging. Skyrocketing
prices of cotton, winch constitute a major part of India's textile exports, impacted
demand adversely in this segment Now7 that the prices are revetting to normal,
however for our worsted industiy raw material prices were more or less stabl e due to low7er
Chinese demand & demand of wonted yam from India in both export & domestic sector
were extremely good.
Just before Russia-Ukraine war, GBP & EURO were in pressure &
caused dent in realization, but slowly it is now back to square one & resultedpositive
impact SHARE CAPITAL
The authorized Share Capital of the Company stood at Rs. 185,00,00,000.
During the year under review, there was no change in the authorized share
capital of the Company The paid-up Equity Share Capital as at March 31,
2023 stood at Rs. 34,77,51,600.
During the year under review, the Company has not issued shares with
differential voting lights nor has granted any stock options or sweat equity or warrants.
As on March 31,2023, none of the Directors of the Company hold instruments convertible
into equity shares of the Company. TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year
under review.
DIVIDEND
In ol der to conserve the resources of the company and for expansion
and modernization of old plant and machinery, the Board of Directors of your company7
havedecidednot to recommend any7 dividend on Hie Equity7 Shares of
the company for the y7ear under review.
EXPORTS
As inflationary conditions cool off and retailers exhaust their stocks,
added by7 growing preference ofimporters to move awwyatleastpart of their
sourcing from China, Indian textile exporters should see good demand from in 2023. We are
certainly facing stiff competition from countries labour cost advantage also enjoy7
favourable trade terms and duty-free access to many markets. India is in discussion with
many countries on FTA & alreadyconcludedFEAwith Australia and tire UAE Dus should work
to its advantage. We need to do similar agreements with larger buyers like Europe andETSA.
Die biggest challenge which we feel exists is thatpaying enough
importance to product quality7 & development, marketing and distributing.
Production could be one of the challenge. Export production is always led by buyer
specification. So we have little say7 there* fulfilling their requirement is of
extreme importance.
FUTURE PROSPECTS
Sustainabilityisbuzzwordnow. Producer's are increasingly7using
sustainable raw7 materials, recycled fibres, biodegradable inputs from raw
materials to process and package goods. Alternatives like KWS, Bio Wool, Organic Wool,
recycled polyester are increasingly7 being used. Natural dyes and organic
chemicals are being used for textile processing. Offering products that meet the defined
standards of European and American agencies, certifying their products as sustainable,
organic, biodegradable and eco-friendly7 is many cases a MUST now.
MSME CERTIFICATE
Your Company has getting registered under MSME vide UDYAM Registration
Number -UDYAM-RJ-07-0000022.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2023 has been prepared in accordance with the
Indian Accounting Standards (IndAS) notified under' Section 133 of the Companies Act, 2013
(hereinafter- referred to as "Die Act') read with the Companies (Accounts)
Rules, 2014 as amended from time to time. Die estimates and judgments relating to the
Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner1, the form and substance of trails actions and reasonably present the
Company's state of affaire, profits and cash flows for the year ended March 31, 2023.
Die Notes to the Financial Statements form an integral part of this Report. Accounting
policies have been consistently applied except where a newly issued accounting standard,
if initially adopted or a revision to an existing accounting standard requires a change in
the accounting policy hitherto in use. Management evaluates all recently issued or revised
accounting standards on an ongoing basis. Die Company discloses financial results on a
quarterly basis which are subjected to limited review.
FIXED DEPOSITS
Die Company has neither accepted nor renewed any fixed deposits during
the year under review within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
The Board of Directors on tire recommendations of the Nomination and
Remuneration Committee vide its meeting held on 24th April, 2023, has revised (he terms
and conditions of remuneration of Shn Rajesh. Ranka (DIN : 03438721). Chairman &
Managing Director of the Company with effect h orn 1st May. 2023 till remainder of
duration of his tenure i.e. up to 3Oth June, 2025. subject to the approval of shareholders
in the ensuing General Meeting.
In accordance with the provisions of Section 152 of the Act and the
Company's Articles of Association, Shri Ram Awatar Kabra (DIN : 00945603), Whole-Time
Director retires by rotation at the ensuing Annual General Meeting ("AGM")and
being eligible, offer's himself for reappointment. His appointment is placed for approval
of the members and forms part of the notice of the ensuing Annual General Meeting. The
information about the Director seeking Ins reappointment as per Para 1.2.5 of Secretarial
Standards on General Meetings has been given in the notice convening the ensuring Annual
General Meeting.
Appropriate resolutions for the remuneration and
appointment/ieappointment of the aforesaid director's are being moved at the ensuing
Annual General Meeting of the company, which the board recommends for your approval Key
Managerial Personnel
The Board of Directors on the recommendation of Nomination and
Remuneration Committee has revised the terms and conditions of remuneration of Shri
Prabodh Kumar Nahar, Chief Financial Officer of the Company with effect from 01/07/2023,
for a further period of three years In teims of the provisions of Sections 2(51) and 203
of the Act, read with the Companies (Appointment and Remuneration of Managerial
Personnel)Rules, 2014, Shrt Rajesh Ranka, Chairman & Managing Director, Shri Prabodh
Kumar Nahar, Chief Financial Officer and Shri Ban wan Lai Saini, Company Secretary are the
Key Man aged al Personnel (KMP) of the Company. The appointment and remuneration of
Director; and KMPs are as per' policy of the Company.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended, the Board
has carried out an annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit Committee, Nomination
& Remuneration Committee, Stakeholders ' Relationship Committee and Corporate
Social Responsibility Committee. Standard parameters were prepared after taking into
consideration various aspects of toe Board functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific
duties, obligations and governance. The Board and toe Nomination and Remuneration
Committee reviewed the performance of individual director's on the basis of criteria such
as the contribution of the individual director to toe board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
A separate exercise was earned out to evaluate toe performance of
individual Directors including the Chaiiman of the Company, who were evaluated on
parameter's such as level of engagement and contribution, independence of judgment,
safeguarding the interest of toe Company and its minority shareholder's etc. Die
performance evaluation of toe Independent Directors was c anied out by the entire Bo aid
and the performance evaluation of toe Chaiiman and toe Non-Independent Directors of the
Company was earned out by toe Independent Directors in a separate meeting who have
expressed their satisfaction with the evaluation process.
NUMBER OF BOARD MEETINGS
Die Board meets regular intervals to discuss and decide on business
strategies andpohaes and review the financialperfoimance of toe Company.
Die notice and detailed agenda alcngwith other material information are
sent in advance separately to each Directors.
In the Financial Year 2022-23, the Board met seven times. The Meetings
were held on 30to May, 2022, 27th July, 2022, 2nd September, 2022, 14th September', 2022,
23rd November', 2022, 10th February, 2023 and 30th March, 2023. The intervening gap
between the meetings was within toe period prescribed under section 173 of the Companies
Act, 2013 and regulation 17(2) of SEBI (Listing Obligation andDisclosure Requirements)
Regulations, 2015. Die attendance of directors in board meetings held during the financial
year ending 31st March, 2023 is given in corporate governance report attached as Annexure
G to the Board s report.
COMNHTTEES OF THE BOARD AUDIT COMMITTEE
Audit Committee of the Board of Directors is entrusted with, the
responsibility to supervise the Company's internal controls and financial reporting
process. The composition, quorum, powders, role and scope are in accordance with Section
177 of the Companies Act, 2013, rules made thereunder and toe provisions of Regulation 18
of toe Listing Regulations. All members of the Audit Committee are financially literate
and bring in expertise in the fields of Finance, Taxation, and Economics etc. The
constitution of the committee as on 31st March 2023 is as follows:
SI.
No. |
Name of Director |
Position held in the Committee |
Category of Director |
1. |
Smt. Ankita Jain
(w.e.f. 27/07/2022) |
Chairperson |
Independent Director |
2. |
Shn C. M. Jam
(w.e.f. 27/07/2022) |
Member |
Independent Director |
3. |
Shii R.A. Kabra |
Member |
Executive Director |
4 |
Shri Ram Rai Kabra (up to
18/07/2022) |
Chairman |
Independent Director |
5. |
Slni Rohit Singh (up to
18/07/2022) |
Member |
Independent Director |
(Shn Ram Rai Kabra and Shii Rohit Singh have resigned as a member ot
the committee with effect from 18/07/2022. Smt. Ankita Jain and Slni C.M. Jain were
appointed as a member of toe Audit Committee with effect from
27/07/2022.)
All the recommendations made by the Audit Committee, during toe year
were accepted by toe board of directors of the Company. Further details relating to the
Audit Committee are provided in the Corporate Governance Report, attached as Annexure - G
to the Board s report.
NOMINATION AND REMUNERATION COMMITTEE As pel' the provisions of section
178 of toe Companies Act, 2013 and the rales made thereunder and as per the mtena laid
down under regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the company has in place a Nomination and Remuneration Committee. The
constitution ofthe Committee as on 31st March 2023 is as follows:
SL
No. |
Name of Director |
Position held in (lie Committee |
Category of Director |
1. |
Smt. Ankita Jain
(w.e.f 27/07/2022) |
Chairperson |
hi dependent Director |
2. |
Shri C. M. Jam (w.e.f
27/07/2022) |
Member |
hi dependent Director |
3. |
Shri J. N. Shanna |
Member |
hi dependent Director |
4. |
Shri Ram Rai Kabra (up to
18/07/2022) |
Chairman |
hi dependent Director |
5. |
Shri Rohit Singh |
Member |
hi dependent Director |
(Shri Ram Rai Kabia and Shii Rohit Singh have resigned as a member of
the committee wvdi effect from 18/07/2022. Smt. Ankita Jam and Shn C.M. Jain were
appointed as a member of the Audit Committee with effect from
27/07/2022)
The Nomination and Remuneration Committee shall identify persons who
are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the Board for their appointment
and removal and shall specify the manner for effective evaluation of performance of Board,
its committees and individual directors to be earned out either by the Board or by the
Nomination and Remuneration Committee.
The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed and adopted a policy i.e. Nomination & remuneration
Policy for selection and appointment of Directors, Senior managerial personnel and their
remuneration. Salient features of the Nomination & remuneration Policy are as below:
POLICY FOR DIRECTORS, KMP AND OTHER EMPLOYEES
Appointment Criteria and Qualifications
1. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director, KMP or
other' employees and recommend to the Board for his/her' appointment
2. A person should possess adequate qualification, expertise and
experience for the position he/she is considered for appointment. The Committee has
discretion to decide whether qualification, expertise and experience possessed by a person
is sufficient/ satisfactory for the concerned position.
3. The appointment/reappointment of Independent Directors of the
Company shall be as per' the provisions of Companies Act, 2013 and Independent Directors
Data Bank of die Indian Institute of C orp orate Affairs (DCA).
Term/Tenure
(a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive
Chairman, Managing Director or Executive Director for a term not exceeding five years at a
time. No re-appointment shall be made earlier than one year before the expiry of the term
(b) Independent Director:
An Independent Director shall hold office for a term up to five
consecutive years on the Board of the Company and will be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such appointment in the
Board's report.
No Independent Director shall hold office for more than two consecutive
terms of 5 years, but such Independent Director shall be eligible for appointment after
expiry of three years of ceasing to become an Independent Director. Provided that an
Independent Director shall not, dining the said period of three years, be appointed in or
be associated with the Company in any other capacity, either directly or indirectly.
Remuneration
a) Remuneration to Managing Director,TJhole Time Direct orKMP
and other Employees:
Remuneration/ Compen sation Commi ssi on etc. to be paid to Director/
Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and
rales made there under or any other enactment for the time being m force.
(b) Remuneration to Non-Executive Independent Director:
Non-Executive Independent Director may receive remuneration1'
compensation1' commission, as per the provisions of Companies Act, 2013. The
amount of sitting fees shall be subject to ceiling1limits as
provided under Companies Act, 2013 and rales made there under or any
other enactment for the time being in force.
Evaluation
The Committee shall cany out evaluation of performance of eveiy
Director,
KMP and Other employees at regular interval
Removal
Due to reasons for any disqualification mentioned in the Act or under
any other applicable Act, rales and regulations there under, the Committee may recommend,
to the Board with reasons recorded in wilting, removal of a Director KMP or Other'
employees sub] ectto the provisions and compliance of die said Act, rales and regulations.
Retire me ill
Tile Director, KMP and Other employees shall retire as per the
applicable provisions of the Act and the prevailing policy of the Company. The B oaid will
have die discretion to retain the Director, KMP and odier employees in the same
position/remuneration or otherwise even after attaining the retirement age, for die
benefit of the Company.
This policy is available on the website of the company https:// www. mo
demwooll ens. com.
In case of appointment of Independent Directors, the Committee shall
satisfy its elf with regard to the independent nature of the Directors and also ensure
that the candidate identified for appointment as an Independent Director is not
disqualified for appointment under Section 149 and 164 of the Companies Act, 2013.
Further details relating to the Nomination and Remuneration Committee
and policy are provided in the Corporate Governance Report, attached as Annexure G to the
Board's report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
As pei' die requirement of sec. 178 of the Companies Act, 2013 and the
rales made tiiereunder and also as per the criteria laid down under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the company has in place the
Stakeholder's' Relationship Committee. The constitution of die Committee as on 31st
March 2023 is as follows:
SI. Name of Director No. |
Position held in the
Committee |
Category of Director |
1. Smt. Ankita Jain (w.e.f.
27/07/2022) |
Chairperson |
Independent Director |
2. Shri C. M. Jain
(w.e.f. 27/07/2022) |
Member |
Independent Director |
3. Shri R A Kabra |
Member |
Executive Director |
4. Shri Ram Rai Kabra (up to
18/07/2022) |
Chairman |
Independent Director |
5. Shri Rohit Singli (up to
18/07/2022) |
Member |
Independent Director |
(Shri Ram Rai Kabra and Slui Rohit Singh have resigned as a member of
the committee with effect from 18/07/2022. Smt. Ankita Jain and Shri CM. Jain were
appointed as a member of die Audit Committee with effect from
27/07/2022.)
Further details relating to the Stakeholders' Relationship
Committee are provided in the Corporate Governance Report, attached as Annexure G to the
Board's report
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As pei' the provisions of section 135(1) of the Companies Act, 2013 and
the rales made thereunder, the Company has constituted die Coiporate Social Responsibility
Committee. The constitution of the Committee as on 31st March 2023 is as follows:
SI.
No. |
Name of Director |
Position held in the
Committee |
Category of Director |
I. |
Shn Rajesh Ranka |
Chairman |
Managing Director |
2. |
Smt. Ankita Jain
(w.e.f 27/07/2022) |
Member |
Independent Director |
3. |
Slur C. M. Jain
(w.e.f 27/07/2022) |
Member |
Independent Director |
4. |
Sim Ram Rai Kabra (up to
18/07/2022) |
Member |
Independent Director |
5. |
Sim Roliit Singli (up to
18/07/2022) |
Member |
Independent Director |
(Sliri Ram Rai Kabra and Shri Rohit Singh have resigned as a member of
the committee with effect from 18/07/2022. Smt. Ankita Jain and Shri CM Jain were
appointed as a member of tiie Audit Committee with effect from 27/07/2022.)
During the year under review two meetings of the CSR Committee were
held on 3OthMay. 2022 and 10thFebruary, 2023 with all three directors as mentioned above
were present
The Board has, on the recommendation of the Corporate Social
Responsibility Committee, framed and adopted a policy for CSR which is available on the
Company's website, https:// www.modemwoollens.CQm. The disclosures as per rule 9 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 are disclosed in Amiexure -
C as a part of Boaid's Report.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMENAT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted Internal
Complaints Committee as per the provisions of The Sexual H am ssment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,2013. The Company has also adopted a policy on
Sexual Harassment of Women at Workplace and framework for employees to report sexual
harassment cases at workplace and its process ensures complete anonymity and
confidentiality of information.
Details of complaints received/disposed during the financial year
2022-23 is provided on page 24 of this Annual Report
DIRECTOR'S RESPONSIBILITY STATEMENT
In terns of Section 134 (5) of the Companies Act, 2013, your directors
would like to state and confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and piudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
(c) The directors have 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 and for preventing and detecting fraud and other
irregularities;
(d) The directors have prepared the annual accounts on a going concern
basis;
(e) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system were adequate and operating
effectively.
AUDITORS AND AUDITORS ' REPORT Statutory Auditors
S.S. Surana & Co. Chartered Accountants, Jaipur (Film Registration
No. 001079C) were appointed as Statutory Auditors of the Company in the 41st Annual
General Meeting of the Company held on 30th September, 2022 for a period of five years
from the conclusion of 41st Annual General Meeting upto the conclusion of 46th Annual
General Meeting of the Company.
The observations made in the Auditors' Repoit read together with
relevant notes thereon are self-explanatory and hence, do not call for any further
comments under Section 134 of the Companies Act, 2013.
The Statutory Auditors of the Company have not reported any fraud as
specified under section 143(12) of the Companies Act, 2013 in the year wider review.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. R.K. Jain & Associates, Company Secretaries, Bhilwara to
undertake the Secretarial Audit of the Company for the financial year ended 31st March,
2023.
The Company has also undergone an audit for the FY 2022-23 pursuant to
SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated 8th February, 2019 for all applicable
compliances as per the Securities andExchange Board of India Regulations and
Circular/guideline3 issued thereunder from tune to time The Report (Annual Secretarial
Compli ance Report) has been submitted to the stock exchanges within the prescribed time
limit, of the end of the financial year ended 31st March, 2023.
The Secretarial Audit report is annexed as Aim ex lire-A to the
Board's report. The observations in Secretarial Audit Report, which pertains mainly
to listing regulations requirements, Stock Exchange compliances etc. Since company had
been a sick industrial company for a long time and draft rehabilitation scheme pending for
examination and approval of BIFR but pursuant to Sick Industrial Companies (Special
Provision) Repeal Act, 2003 (SICA Repeal Act) the proceedings pending before BIFR stands
abated with effect from 01/ 12/2016 and the company has not filed rehabilitation/revival
scheme to NCLT under insolvency and bankruptcy code 2016. However, the company has made
application to BSE andNSE for revocation of suspension of trading of securities and The
Company lias received in- principal approval for revocation of suspension of trading of
equity shares from BSE Limited on 12/10/2022. The other observations made in the
Secretarial Audit Repoit are self- explanatory and hence, do not call for any further
comments under Section 134 of the Companies Act, 2013.
Cost Auditors
Pursuant to Section 148(1) of the Companies Act, 2013 your Company is
required to maintain Cost Records as specified by the Central Government and accordingly
such accounts and records am made and maintained. Pursuant to the provisions of Section
148(2) of (he Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules. 2014, your company is required to get its cost accounting records audited
by cost auditors. Accordingly, (he Board, at its meeting held on 30th May, 2022hasonthere
commendation of the Audit Committe e, re- app ointe d M. Goyal & Co., Cost
Accountants, Jaipur' (Finn Registration No. 000051) to conduct the audit of the cost
accounting records of (he Company for FY 2022-23 on a remuneration of Rs. 50,000/- plus
applicable taxes and reimbursement of actual travel and out-of-pocket expenses upto Rs
25,000/-. The remuneration is subject to (he ratification of (he Member's in tenns of
Section and a resolution seeking members approval for die remuneration payable to the Cost
Auditors forms paid of the Notice convening Annual General Meeting for their Ratification
Internal Auditors
Shri Rahul Kumar Jain was reappointed as the Internal Auditor of the
Company in the Board Meeting held on 30th March, 2023, on the re commendation of Audit
Committee. IntemalAuditReport, their significant findings and follow up actions taken by
the management is reviewed by the audit committee oil a quarterly basis.
PARTICULARS OF LOANS, GUARANTEE S OR INVESTMENTS
During the yearunderthe Company has taken unsecured borrowing ofRs 10
crores from Modem Polytex Limited and the same has also been repaid. INTERNAL FINANCIAL
CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an effective internal control and lisk-mitigation
system, which are constantly assessed and strengthened with new revised standard operating
procedures. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The main thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls
with best practices in tire industry. The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the internal control systems and
suggests improvements to strengthen the same.
The Company is also initiating action for strengthening the systems and
procedures to ensure effective Internal Financial Controls in accordance with Section
134(5) (e) of the Companies Act, 2013. An Internal Audit process is in place under the
overall supervision of the Audit Committee of the Board. Qualified and experienced
professionals are engaged to ensure effective and independent evaluation of the Internal
Financial Controls. The Audit Committee of die Board ofDirectors, Statutory Auditor's and
the Business Heads are periodically apprised of the internal audit findings and corrective
actions are being taken
CONSERV ATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption.
Foreign exchange earnings and outgo as required under Section 134 (3)(m) of die Companies
Act, 2013readwithRule S of die Companies (Accounts) Rules, 2014 is annexed as Annexure-B
to die Board s Report VIGIL MECHANISMAVHLSTLE BLOWER POLICY Pursuant to the provision of
Section 177(9) and (10) of the Companies Act, 2013, read nidi Securities andExchange Board
of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 the Company
has formulated and implemented die Whistle Blower PolicyAigil Mechanism. This has provided
a mechanism for Directors and employees of the Company and other persons dealing with the
Company to report genuine concerns about unethical behavior, actual or suspected fraud and
violation of die
Company's code of conduct and ethics. Tire Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. This policy is available on die website of the company adittps
://www.modemwo ollens. com.
ENV IRONMENT HEALTH AND SAFTY
Hie Company is conscious of die importance of environmentally clean and
safe operations to ensure about safety of all concerned, compliances of environmental
regulations and prevention of natural resources.
The Company has zero tolerance towards sexual harassment at the
woikplace and has a proper management system to prevention, prohibition
andredressalofsexualharassmentat workpl ace in line widi the provisions ofthe Sexual
Harassment of women at Woikplace (Prevention, Prohibition and Redressal) Act. 2013 and the
Rules made thereunder. During the financial year 2022-23. the Company has not received any
complaints of sexual harassment.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of die Act and
Rule 12(1) ofthe Companies (Management and Administration) Rules, 2014 (as amended) the
Annual Return as on March 31,2023 is available on the Company's website at the
weblink https://modemwoolfenscomadmm public/uploads/l/2023-09/form_no_mgt_7_aminal_
retum.pdf By virtue of amendment to Section 92(3) ofthe Companies Act, 2013, die Company
is not required to provide extract of Annual Return (Form MGT-9) as part of die
Board's report.
CONTRACTS OR ARRANGE1MENTS 1MADE WITH RELATED
PARTIES
In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board lias approved a policy on related party transactions. A policy on
related party transactions has been placed on the Company's
websrte.https://www.modemwooHens.com_
In accordance with, the provisions of section 188 of the Companies Act,
2013 and mles made thereunder, all related party transactions that wae entered into during
the financial year were on arm's length basis and were in the ordinary course of
business. There were no materially significant related party transactions which may have a
potential conflict with the interests of the Company at large. All related party
transactions are placed before the Audit Committee for approval. Omnibus approval was
obtained on a yearly basis for transactions which are of repetitive nature.
The details of c outrac ts and arrangement with related parties for the
financial year' ended 31st March, 2023, are given in Note No. 34 to the Financial
Statements forming part of this Annual Report.
Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, information in fonn AOC- 2 is provided as
Annexure-D to the Board s Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company as on 31st March, 2023.
CODE OF CONDUCT
In compliance of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, ihe Company has framed and adopted a Code
of Conduct and Ethics. The code is applicable to the Board ofDirectors, Key Managerial
Personnel and all other employees in the course of day to day business operations of the
Company. The Code lays down the standard procedure of business conduct wfiich is expected
to be followed by the Directors, Key Managerial Personnel and all other designated
employees of the Company in their business dealings and in particular on matters relating
to integrity in the work place, in business practices and in dealing with stakeholders.
This code is available on the website of the company at https://www.modemwoollens.com.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company that they meet tire criteria of independence as laid down under'
section 149(6) ofthe Companies Act. 2013 and Regulation 25 ofthe SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. In the Opinion ofthe Board, the
Independent Director's fulfill the conditions specified in the Companies Act and Listing
regulations and also independent of tire Management etc.
The Ministiy of Corporate Affairs (MCA') vide Notification
No. GS.R.S04(E) dated October 22, 2019 and effective from December 01, 2019 has introduced
the provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs (TICA'). All Independent
Directors of your Company are registered with IICA. In the opinion of the Board, the
independent directors possess the requisite integrity, experience, expertise, proficiency
and qualifications.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The company believe that the board be continuously empowered with, the
knowledge of tire latest developments in the company's business and the external
environment affecting the industry as a whole. Familiarization Program for Independent
Directors has been adopted by the Company, pursuant to the provisions of Schedule IV of
the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is available on tire website of the company at
https://www.modemwoollens.com. The details of the familiarization program are provided on
page 25 of this Annual Report BUSINESS RISK MANAGEMENT
In compliance of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, tire Board of Directors of the Company
formally adopted a Risk Management Policy for framing, implementing and monitoring the
risk management plan for tire Company The main objective of this policy is to ensure
sustainable business growth with stability and to pr omote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. Die policy
establishes a stiu ctured and disciplined approach t o Risk Man agement. hi tli e ch all
en gin g and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks ofthe
Company inter alia are financial lisk, human re some e risk technology obsolescence,
regulatory risk and strategic lisk etc. As a matter of policy, these nsks are assessed and
appr opr iate steps are taken to mitigate the same. Dus policy is available on die website
of the company https://www.modernwoollens.caui.
INDUS TRIAL RELATIONS AND PARTICULARS OF EMPLOYEES
The Company has enjoyed healthy and cordial industrial relations
throughout die period The infoimation required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees ofthe Company is provided as Annexure - E to the Board's Report
In terms of Section 136 of the Act, the reports and accounts are being sent to die members
and other: entitled thereto, excluding die information on employees' particulars
which is available for inspection by the member: at the Registered office ofthe company
during business hour: on working days ofthe Company up to the date of ensuing Annual
General Meeting. If any member is interested in inspecting the same, such member may write
to the Company Secretary in advance.
SECRETARIAL STANDARDS
Die Company has complied with the applicable Secretarial Standards
issued by the institute of Company Secretaries of India (ICSI).
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT (UNCLIAMED SHARES
Die Company has not issued any shares during the financial year under
review and disclosure regarding demat suspense account/unclaimed suspense account is not
applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on die operations of the
Company, as required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is set out as Annexure-F to the Board's Report and foims an integral
part of the Report.
LISTING OF SHARES
The shares ofthe Company are listed at BSE Limited and National Stock
Exchange of India Limited (NSE) but hading of the shares is suspended. The Company has
filed an application to BSE Ltd. and National Stock Exchange of India Ltd. (NSE) for
Revocation of suspension of trading in equity7 shares of the Company. The
Company has received in-principal approval for revocation of suspension of trading of
equity7 shares from BSE Limited on 12/10/2022.
CORPORATE GOVERNANCE REQUIREMENTS
The Company constantly7 endeavours to follow7 the
Corporate Governance guidelines and best practices sincerely7 and discloses the
same transparently7. The Board is conscious ofits inherent responsibility7
to disclose timely7 and accurate information on Company7's
operations, performance, material corporate events as well as on the leadership and
governance matter related to the Company7.
The Company has Complied with the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to the extent as mentioned in
the Coiporate Governance report annexed with the Board's report
Die Company has also adopted the policies m line with new governance
requirements including the Policy7 on Related Party7 Transactions,
Whistle Blower Policy, Policy guidelines on orderly succession for appointments to the
board and senior management. Remuneration Policy, Risk Management Policy, Policy on
preservation of documents etc. Diese policies are available on the website of the Company
at https://www.miodeniwiDollens.com A separate report on Coiporate Governance is provided
as Annexure - G together wife a Certificate from the Practicing Company Secretary
regarding compliance with the conditions of Coiporate Governance as stipulated wider
Listing Regulations.
MATERIAL CHANGES AND COMMITMENTS EFFECTTNGTHE
FINANCIAL POSITION OFTHE COMPANY
Except as disclosed elsewhere in this Report, no material changes and
commitments, which could affect the Company's financial position, have occulted
between the end of the financial year of the Company and the date of tins Report
THE DETAILS OFAPPLI CATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY7 AND BANKRUPTCY C ODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-2023.
INSURANCE
Your Company has taken appropriate insurance for all assets against
foreseeable perils.
GENERAL
Your Da e?tor state that no disclosure or reporting is required m
respect of the following items as there were no transaction: on these items dwmg the year
under review:
Issue of equity shares with differential lights as to dividend, voting
or otherwise:
* Issue of shares (including sweat equity shares) to employees of the
Company under any Scheme;
* No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and die Company's
operations mthe future: and
There was no instance of fraud dining the year under review, which
required the statutory auditors to repent to the audit committee and or board under
section 143(12) of the Act and the rales framed thereunder.
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners'associates, financial institutions and
Central and State Governments for their consistent support and encouragement to the
Company Your Directors also wish to place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment.
|
For and on behalf of the Board
of Directors |
|
RAJESH ranka |
Place : Bliilwara |
Chainnan& Managing
Director |
Dated : 29th May, 2023 |
DIN: 03438721 |