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Directors Report of Modex International Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2014-15 and 2013-14 are summarized as under:-

PARTICULARS AMOUNT (Rs.)

2014-2015 2013-2014

Total Income 83.996,855.00 81,983,341.00

Less: Total Expenditure 76,474,047.00 74,520,71 1.00

Profit/(Loss) 7.522.808.00 7,462,630.00

Less: Depreciation 4,398,779.00 3,865,282.00

Less: Provision for Taxation 1,656.625.00 1,490,950.00

Less : Income Tax Adjust (Last year) - -

Less : Deferred Tax Liability/(Asscls) 802,860.00 216,21 1.00

Profit / (Loss) after Taxation 2,270,264.00 2,322,609.00

OPERATIONS

The performance of the Company during the year under review has been satisfactory. The Company is also making all efforts to expand its business.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2015.

FIXED DEPOSITS

Your Company did not accept fixed deposits firom the public during the financial year ended 31st March 2015. RESERVES

There is no amount to carry forward to reserves,

MATERIAL CHANGES AND COMMITMENTS

There is no change in the nature of Business of the Company during the year. There arc no material changes and commitments in the business operations of the Company since the close of the financial year on 31st March 2015 to the dale of this report.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee. Nomination and Remuneration Committee and Shareholder's Grievance/Share Transfer Committee, number of meetings attended by each member of the Committee as required under the Companies Act. 2013 are provided in Corporate Governance Report set forth in Annexure '2' and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it

POLICIES DEVELOPED BY THE COMPANY

VIGIL MECHANISM , WHISTLE BLOWER

The Company has established a vigil mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for:

(a) Adequate safeguards against victimization of persons who use mechanism.

(b) Direct access to the chairperson of the Audit Committee of the Board of Directors of the Company.

Details of the Vigil Mechanism Policy are made available on the Company's website wwu.modexindia.enin.

RELATED PARTY TRANSACTIONS

The Company has formulated a polity on materiality of Related Party Transactions. The policy is available on the Company's website www.modexmdia.eotn.

Further the Company did not enter in any contract or arrangement with related parties pursuant to Section 188 (1) of the Companies Act 2013.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for Risk Management and has developed a Risk Management Policy for identification of elements of risks, which in (he opinion of the Board, may threaten the existence of the Company. The policy is available on the Company's website www.modextndia.com.

NOMINAIION AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNELS & OTHER EMPLOYEES

The Company has formed The Nomination & Remuneration Committee, which has formulated a policy for ensuring good level and composition of remuneration, which could attract, retain and motivate the Directors. The policy is available on the Company's website www.modexindia.com

FAMILIARIZATION PROGRAMME FOR IN PE PEND NET DIRECTORS

The Company keeps its directors informed of the activities of the Company, its management and operations. The details of various familiarization programmes provided to the directors of the Company is available on the Company's website'w ww.modcxindia.com.

PREVENTION OF SEXLAL HARASSMENT POLK A

The Company has in place a prevention of Sexual Harassment policy in line with the requirements of Sexual Harassment of Women at workplace (Prevention, Prohibition and rcdressal ) Act,2013 An internal Complaints Committee has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy.

No complaints were received by the Company related to sexual harassment during the year 2014-2015.

DIRECTORS AND KEY MANAHERIAL PERSONNELS

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Dharmendra Kumar Arora who retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for re-appointment Necessary resolution for re-appointment of aforesaid Director has been included in the notice convening the ensuing AGM .

Mr. Dharmendra Kumar Arora, Chairman and Whole Time Director Mr. Pa van Sachdeva, Whole Time Director; Mr Kundan Lai Grover, Chief Financial Officer; and Ms. Shruti Singh. Company Secretary are the Key Managerial Personnel(s) of the Company as per provisions of the Act.

REGIULARISATION OF DIRECTORS

in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company the Board accorded to give consent to the following:

Mrs. Sangeeta Scahdeva has been appointed as an Additional Director Mr, PHiminder Singh Kindra has been appointed as an Independent Director. His appointment as an Independent Director is proposed for a term of 5 years.

pursuant to the applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act. 2013. your Directors are seeking for regularization as Director by changing the designation of Mrs. Sangecia Sachdeva & Mr, Parminder Singh Kindra.

DECL ARATION OK INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act 2013. Independent Directors of the Company have made a declaration confirming the compliance of the conditions of independence stipulated in aforesaid section.

PARTICULARS OF EMPLOYEES

There are no employees who arc in receipt of remuneration in excess of the rates' amounts specified under provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN KXCHANGE FARMINGS AND OUTGO

The Company being in the financial sector, the particulars as prescribed under section 134(3) (m), of the Companies Act. 201,3 read with the Companies (Disclosure of particulars in the Report of Hoard of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. Foreign Exchange earrings and outgo were nil during the current year

AUDITORS

M/S Prakash and Santosh, Chartered Accountants, retire at the end of this Annual General Meeting and being eligible, offer themselves for re-appomintent. The Hoard has recommended their re-appointment.

AUDITORS' REPORT

The Auditors' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation,

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. the Board of Directors has appointed Mr Parvecn Rastogi from Parveen Rastogi & Co.. Practicing Company Secretary for conducting secretarial audit of the Company for financial year 2014-2015,

The Secretarial Audit Report is annexed herewith as ANNEXURE '4'

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Act, the Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2015 and of the Profit of the Company for the Year ended on that date:

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201.3, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively:

(V) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company did not give any loan or guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year,

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement and compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange A Certificate of compliance from M s Parveen Rastogi & Co.. Company Secretaries and the report on Corporate Governance form part of this Director's Report.

LISTING OF COMPANY'S SHAKES UN STOCK EXCHANGES

The Company's shares are listed on "The Bombay Stock Exchange Llimited". The listing fee up to the year 2015- 2016 has already been paid to the Stock Exchanges,

EXTRACT OF ANNUAL RETURN

The details forming part of the Annua) Return in form MOT 9 is annexed herewith as Annexure'6'

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors arc also grateful and pleased to place on record their appreciation for the excellent support guidance and cooperation extended by the Bombay Stock Exchange. National Stock Exchange, MCX Stock Exchange. United Stock Exchange. Central Depository Services ( India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of Modex International Securities Limited

SD/- SD/- Dharmcndra Kumar Arora Pavan Sachdeva (Chairman/Whole-Time Director) (Whole-Time Director) DIN: 002J45S5 DIN: 110257402

Date : 30th May, 2015 Place : New Delhi


Mar 31, 2014

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with Audited Accounts for the year ended on 31* March, 2014.

FINANCIAL RESULTS

The highlights of financial results of the Company.for the financial years 2013-14 and 2012-13 are summarized as under:-

AMOUNT (Rs.)

PARTICULARS 2013-2014 2012-2013

Total Income 81,983,341 69,332,188

Less: Total Expenditure 74,520,7126 5,585,330

Profit/(Loss) 7,462,629 3,746,858

Less: Depreciation 3,865,282 3,613,887

Less: Provision for Taxation 1,490,950 233,349

Less : Income Tax Adjust (Last year) Nil 1.463

Less: Deferred Tax Liability/(Assets) (216,211) (186,049)

Profit / (Loss) after Taxation 2,322,609 84,188

Add: Balance Brought Forward from last 67,949,832 67,865,644 year

Profit/(Loss) carried to Balance Sheet 70,272,441 67,949,832

OPERATIONS

The performance of the Company during the year under review has been satisfactory. The Company is also making all efforts to expand its business.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31* March, 2014.

PUBLIC DEPOSITS

Your Company did not accept public deposits during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company the Board accorded to give consent to the following:

Pursuant to the notification of Sec. 149,150,152,160 and any other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. Gaurav Chhabra, Mr. Sanjay Mohan Uniyal & Mr. Vikram Duggal as Independent Directors for five consecutive years for a term upto 31 st March, 2019. Details of the proposal for appointment of Mr. Gaurav Chhabra, Mr. Sanjay Mohan Uniyal and Mr. Vikram Duggal are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 20th Annual General Meeting.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Mr. Vikram Duggal (Chairman)

Mr. Dharmendra Kumar Arora

Mr. Sanjay Mohan Uniyal

CAPITAL OF THE COMPANY

During the period, the Authorized capital of the Company stands at Rs. 3,50,00,000 consisting of 35,00,000 equity shares of Rs. 10/- each and paid up capital at Rs. 3,00,00,000 divided into 30,00,000 equity shares of Rs. 10/- each.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO . ¦ . .

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on

31st March 2014 and Profit and Loss of the Company for the Year ended on that date

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1966, or

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored y the director''s themselves. .

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s Prakash & Santosh, Chartered Accountants confirming compliance of conditions ot corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange & The Delhi Stock Exchange forms part of the Annual Report.

SUSIDIARY COMPANY

The Company does not have any Subsidiary company.

LISTING OF COMPANY S SHARES ON STOCK EXCHANGES

The Company''s shares are listed on The Bombay Stock Exchange Limited And *The Delhi Stock Exchange Limited.* The fisting tee up to the year2014 - 2015 has already been paid to the Stock Exchanges.

AUDITORS

M/s Piakash & Santosh, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent sipport, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of Modex International Securities Limited

Date: 09.07.2014 Dharmendra Kumar Arora

Place: New Delhi (Chairman)


Mar 31, 2013

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting this 19th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2012-13 and 2011-12 are as under:-

PARTICULARS AMOUNT

(Rs.)

2012-2013 2011-2012

Total Income 69,332,188 83,905,385

Less : Total Expenditure 65,585,330 80,420,618

Profit / (Loss) 3,746,858 3,484,767

Less: Depreciation 3,613,887 2,754,619

Less : Provision for Taxation 233,349 471,254

Less : Income Tax Adjust (Last year) 1,483 127,383

Less : Deferred Tax Liability/(Assets) (186,049) (76,152)

Profit / (Loss) after Taxation 84,188 207,662

Add: Balance Brought Forward from last year 67,865,644 67,657,982

Profit/(Loss) carried to Balance Sheet 67,949,832 67,865,644

PERFORMANCE

Owing to the recession in the global economy, Indian economy particularly the capital market got hurted. As your company''s main stream of business is linked with Capital Market, therefore the total Income of the company has been reduced. During the year under review the total Income of your Company was Rs. 693.32 Lacs as compared to Rs. 839.05 Lacs during the previous year, thereby showing a decrease by 17.37 %. As a result the Company has earned a Profit (after tax) of Rs. 0.84 Lacs as against a Profit (after tax) of Rs. 2.08 Lacs in previous year.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2013.

FIXED DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company the Board accorded to give consent to the following:

- Mr. Mahesh Gopal Goel ceases to operate as the Whole time Director of the company, the Board hereby accepts his resignation w.e.f. 14th August, 2013, and

- Mr. Sanjay Mohan Uniyal and Mr. Vikram Duggal, are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

- Mr. Gaurav Chhabra (Chairman)

- Mr. Dharmendra Kumar Arora

- Mr. Vikram Duggal

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2013 and of the Profit of the Company for the Year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored by the director''s themselves.

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s Prakash & Santosh, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Delhi Stock Exchange forms part of the Annual Report.

SUSIDIARY COMPANY

The Company does not have any Subsidiary company.

LISTING OF COMPANY''S SHARES ON STOCK EXCHANGES

The Company''s shares are listed on "The Delhi Stock Exchange of India Limited." The listing fee up to the year 2013 - 2014 has already been paid to the Stock Exchange.

AUDITORS

M/s Prakash & Santosh, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of

Modex International Securities Limited

Dharmendra Kumar Arora

DATE : 26.08.2013 (Chairman)

PLACE : NEW DELHI


Mar 31, 2012

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting this 18th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2010-11 and 2011-12 are as under:-

PARTICULARS AMOUNT (Rs.)

2011-12 2010-2011

Total Income 83,905,385 114,686,603

Less : Total Expenditure 80,420,618 87,886,262

Profit / (Loss) 3,484,767 26,800,341

Less: Depreciation 2,754,619 27,03,155

Less : Provision for Taxation 471,254 196,400

Less : Income Tax Adjust (Last year) 127,383 2,352

Less : Deferred Tax Liability/(Assets) (76,152) (103,436)

Profit / (Loss) after Taxation 207,663 24,001,870

Add: Balance Brought Forward from last year 67,657,982 43,656,112

Profit/(Loss) carried to Balance Sheet 67,865,645 67,657,982

PERFORMANCE

Owing to the recession in the global economy, Indian economy particularly the capital market got hurted. As your company''s main stream of business is linked with Capital Market, therefore the total Income of the company has been reduced. During the year under review the total Income of your Company was Rs. 839.05 Lacs as compared to Rs. 1,146.87 Lacs during the previous year, thereby showing a decrease by 26.84 %. As a result the Company has earned a Profit (after tax) of Rs. 2.08 Lacs as against a Profit (after tax) of Rs. 240.01 Lacs in previous year.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2012.

FIXED DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Gaurav Chhabra and Mr. Vikram Duggal, are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2012 and of the Profit of the Company for the Year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored by the director''s themselves.

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s S. Chand Mittal & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Delhi Stock Exchange forms part of the Annual Report.

AUDITORS

M/s S. Chand Mittal & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of

Modex International Securities Limited Dharmendra Kumar Arora (Chairman)

DATE 16.08.2012

PLACE NEW DELHI


Mar 31, 2011

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting this 17th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2009-10 and 2010-11 are as under:-

PARTICULARS

AMOUNT (Rs.)

2010-2011 2009-2010

Total Income 114,686,603 99,703,366

Less : Total Expenditure 87,886,262 95,474,444

Profit / (Loss) 26,800,341 4,228,923

Less: Depreciation 27,03,155 22,21,414

Less : Provision for Taxation 196,400 307,830

Less : Income Tax Adjust (Last year) 2,352 22,870

Less : Deferred Tax Liability/(Assets) (103,436) 54,258

Profit / (Loss) after Taxation 24,001,870 1,622,551

Add: Balance Brought Forward from last year 43,656,112 42,033,561

Profit/(Loss) carried to Balance Sheet 67,657,982 43,656,112

PERFORMANCE

During the year under review the total Income of your Company was Rs. 1,146.87 Lacs as compared to Rs. 997.03 Lacs during the previous year, thereby showing an increase by 15.03 %. As a result the Company has earned a Profit (after tax) of Rs. 240.01 Lacs as against a Profit (after tax) of Rs. 16.23 Lacs in previous year.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2011.

FIXED DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Pavan Sachdeva and Mr. Sanjay Mohan Uniyal, are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2011 and of the Profit of the Company for the Year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored by the director''s themselves.

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s S. Chand Mittal & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Delhi Stock Exchange forms part of the Annual Report.

AUDITORS

M/s S. Chand Mittal & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of

Modex International Securities Limited

Dharmendra Kumar Arora

(Chairman)

DATE : 12.08.2011

PLACE : NEW DELHI

 
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