Directors Report of Modella Woollens Ltd.

Mar 31, 2015

The Directors present their 53rd Annual Report together with the Audited Statement of Accounts of your Company for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS:

2014-2015 2013-2014 Rs. in Lakh Rs. in Lakh

Loss before Interest, Depreciation & Extra ordinary Items 38.84 27.70

Adjustment for Depreciation 0.01 0.07

Loss for the year before Extra ordinary Items 38.85 27.77

Add: Income from Extra ordinary Items 0.00 0.00

Loss for the year before tax 38.85 27.77

Adjustment for Income-tax 0.00 3.04

Loss after Tax 38.86 30.81

DIVIDEND;

In view of the accumulated losses and loss for the year, the Board decided not to recommend any dividend for the year under review,

AMOUNT CARRIED TO MIBRVBS:

In view of the accumulated losses and loss for the year, your Comply do not transfer any amount to the Reserves.

OPERATION:

The Company has not carried out any business activity during the year, Your Directors are considering various avenues A options for the activities to be undertaken,

EXTRACT OP THE ANNUAL RETURN:

The details forming part of the extent of the Annual Return in form MOT-I Is annexed as Annexure 1 to this report,

NUMBER OF MEETINGS OF THE BOARD:

During the year, Four Board Meetings were convened and held on 28.04.2014,24.07.2014,03.11.2014 and 03 02,2015, The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT!

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and far view out state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS;

All Independent Directors have given declarations that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Dusting Agreement.

COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for electrical of Directors, Senior Management and their remuneration including catena for dining qualifications, positive attributes independence of a Director and other matters Pudendum*r sub-Son (3) of section 178 relating to the remuneration for the Directors, key managing personnel an so employee required by Rule 5 of Companies (Appointment Remunerator, of Manager*. Personnel) Rules, 2014, the prescribed details are annexed as Annexure 2 to this Report.

INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review no employee was employed who was in receipt of aggregate remuneration exceeding Rupee sixty Lakh for the year or exceeding Rupees Five Lakh per month for any part of the year

The ratio of the remuneration of each Director to the median remuneration of the employees of the company and other details in terms of sub-section 12 of section 197 of the companies Act, 2013 read with rules 5(1) of the companies (Appointment and remuneration of managing personnel) Rules 2014 are forming part of this Report and is annexed as "Annexure 3" to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDERSECTION186 OFTHE

COMPANIES ACT, 2013:

During the year, the Company has not given any loans or guarantees or has made any investments u/s 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company did not enter into any Contracts/ Arrangements with Related Parties since no Business Activities were carried out by the Company during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

CORPORTATE GOVERNANCE:

Provisions of Clause 49 of the Listing Agreement with the Stock Exchanges is not applicable to the l Company, as the Company's Paid up Share Capital & Net worth is below the limits specified.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

In terms of the information required under Sub-section (3)(l) of Section 134 of the Act, it is to be noted that no material Changes and Commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Since the Company does not carry any Business activities, particulars to be disclosed with respect to Conservation of Energy & Technology Absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

B. During the year under review there has been no earnings and outgo in foreign exchange.

RISK MANAGEMENT POLICY:

The provisions in respect of Risk Management are not applicable to the Company as Clause 49 of the Listing Agreement is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant Rules framed there under as the said provisions were not applicable to the Company as the Company had incurred losses during the relevant period.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any Deposit pursuant to Section 73 and section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013, 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, Nomination & Remuneration Committees by filling. a structured questionnaire.

SECRETARIAL AUDIT REPORT:

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 Mr. Ajay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed as Annexure 4 to this Report.

EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HIS REPORT:

Looking at the Company's size and no business activities for past few years, no one was interested in joining as CFO & Company Secretary. Further, in spite of several efforts, the Board could not appoint any Internal Auditor during the year.

The Company is in process of complying with the said requirements.

DIRECTORS:

Pursuant to the Provisions of the Companies Act, 2013, Mrs. Gopee Graver (DIN:00560162) retires by rotation and being eligible offers herself for re-appointment.

Mr. Vinodkumar Graver (Dl N: 00434129) Managing Director of the Company who was appointed as the MD of the Company at the Annual General Meeting held for the FY 2009-10 for the period of Five years. His tenure as the MD will expire on 30.09.2015. It is proposed to re-appoint him as Managing Director for a further period of 3 years w.e.f 01.10.2015. The Board at its meeting held on 12.05.2015, on recommendation of Nomination & Remuneration Committee, approved his re-appointment, subject to approval of the Members and Statutory Authorities, if required.

AUDITORS:

The Company's Auditors M/s. Desai& Bhagtaney(FRN:115646W)were appointed at the 52nd AGM held on 24 09 2014 for a period 3 (Three) years i.e. from the Conclusion of 52nd Annual General Meeting until the conclusion of 55th Annual General Meeting subject to ratification by Members at every subsequent Annual General Meeting. However, M/s. Desai & Bhagtaney (FRN:115646W) vide their letter dated 1/8/ 2015 had expressed their inability to continue as the Statutory Auditors of the Company due to lack of time and other pressing engagements. Therefore, your Directors approached M/S Vinay Sanjay & Associates (FRNH2195W) who had expressed their willingness and eligibility to act as Statutory Auditors of the Company and also furnished the Certificate certifying that they fulfill the criteria pursuant to Section 141 of the Companies Act, 2013. Accordingly, on recommendation of the Audit Committee and subject to approval of the Members they were appointed by the Board at its meeting held on 14th August, 2015, as the Statutory Auditors of the Company to hold office from 14.08.2015 till the conclusion of the ensuing i.e. 53 Annual General Meeting. Further, pursuant to Section 139 (1) of the Companies Act, 2013 and as recommended by the Audit Committee your Directors recommend appointment of M/S Vinay Sanjay & Associates Chartered Accountant (FRN:112195W) for a period of 2(Two) years i.e from the conclusion of 53rd Annual General Meeting till the conclusion of 55th Annual General Meeting subject to ratification by Members at every subsequent AGM.

RESERVATION AND QUALIFICATION ON AUDITORS' REPORT:

The notes to Accounts referred to in the Auditors" Report are self-explanatory and therefore do not call for any further comments. Auditors have not made any reservation or qualification in the Audit Report. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANTTO SECTION 143(12) OF THE COMPANIES ACT, 2013: During the year under review there were no incidences of fraud reported by the Auditors.

COMMITTEES

I) Audit Committee:

Being a listed Company, the Company had already constituted its Audit Committee consisting of Mr. Binod Khemka (DIN: 00292252), Mr. Rajendrakumar Chaudhary (DIN: 02916342) and Mrs. Gopee Graver (DIN: 00560162). During the year under review Four (4) Meetings were held of the Audit Committee.

II) Nomination and Remuneration Committee:

Being a listed Company, the Company had already constituted its Nomination and Remuneration Committee consisting of Mr. Binod Khemka (DIN: 00292252), Mr. Rajendrakumar Chaudhary (DIN: 02916342) and Mrs. Gopee Graver (DIN: 00560162).

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted the Code of Conduct for Employees and Directors for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company. The Company also has Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

Employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There are no significant and material Orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

FUTURE OUTLOOK:

Your Directors are looking for various avenues and options for carrying out business activities of the Company. On account of change in the pattern of textile fabrics, your Company had to suspend trading in textile fabrics and yarn a few years back.. However, the Promoters of your Company have always made funds available to your Company whenever there was a requirement in the past and will continue to do so.

Your Company has no borrowings from Banks or Financial Institutions except inter-corporate deposits amounting to Rs.76.77 lakhs during the year to augment its finances. The borrowings are at the rate of 8% P-a.

COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to provide a safe and conducive work environment to all women employees. During the year under review Company had not received any Complaints in respect of Sexual Harassment.

APPRECIATION:

Your Directors place on record their appreciation for the co-operation of all the Staff and Officers, Shareholders of the Company and look forward to their continued co-operation in future.

By Order of the Board of Directors

For MODELLA WOOLLENS LIMITED



(V.K. Grover)

Chairman & Managing Director

(DIN: 00434129)

Registered Office:

4C Vulcan Insurance Building,

Veer Nariman Road,

Mumbai-400020

Place: Mumbai

Date: 14thAugust,2015.

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Mar 31, 2014

Dear Members,

The Directors present their 52nd Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS: 2013-2014 2012-2013 Rs./Lakh Rs./Lakh

Loss before Interest, Depreciation & Extra ordinary items 27.70 35.99

Adjustment for Depreciation 0.07 0.09

Loss for the year before Extra ordinary items 27.77 36.08

Add: Income from Extra ordinary items 0.00 0 00

Loss for the year before tax 27.77 36.08

Adjustment for Income-tax 3.04 0.00

30.81 36.08

DIVIDEND:

In view of the accumulated losses and loss for the year, the Board decided not to recommend any dividend for the year under review.

OPERATION:

The Company has not carried out any business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. Your company has earned miscellaneous income including by way of Interest on Loans, Dividend during the year under review.

FUTURE OUTLOOK:

Your Company had to suspend trading in textile fabrics and yam during the year under review due to paucity of funds. As the textile markets have improved in the last few months your Company plans to restart the trading activity. The promoters of your Company have always made funds available to your Company whenever there was a requirement in the past and will continue to do so.

Your Company has no borrowings from Banks or Financial Institutions except inter-corporate deposits amounting to Rs.41.50 lakhs during the year to augment its finances. The borrowings are at the rate of 8% p.a.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) of the Companies Act, 1956.

Your Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the loss of the Company for the year.

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

As required under proviso to sub-section(1) of Section 383A of the Companies Act, 1956, a certificate dated 28/ 4/2014 from Mrs. Jayshree S. Joshi, Proprietress of M/s. Jayshree Dagli & Associates, Company Secretaries, Mumbai is attached to this Report.

DIRECTORS:

Mrs. Gopee Grover (DIN:00560162) retires by rotation and being eligible offers herself for re-appointment.

As per provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under (including statutory modification(s) or re-enactment thereof for the time being in force), the Board recommends the appointment of Mr. Binod Kumar Shyamlal Khemka (DIN:00292252) and of Mr. Rajendrakumar Ramcharan Chaudhary (DIN: 02916342) as the Independent Directors of the Company for a period of five years w.e.f 01.10.2014. The Company has received a Notice in writing in compliance with the provisions of Section 160 of the Companies Act, 2013 proposing their candidature for the office of Director of the Company.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013.

OBSERVATIONS IN THE AUDITORS'' REPORT:

Your Directors are of the view that having regard to the size and nature of business there is no need for a formal internal audit. However, your Directors have put in place suitable system of internal controls and exercises periodic checks to ensure their compliance.

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore, do not require any comments from your Directors pursuant to Section 217(3) of the Companies Act, 1956.

AUDITORS:

M/s. Desai & Bhagtaney, Chartered Accountants (FRN: 115646W), Mumbai retire at the forthcoming Annual General Meeting and being eligible to hold the office for a term of 3 more years, subject to ratification by the Members at every Annual General Meeting, offer themselves for re-appointment. The Auditors retiring have furnished a certificate of their eligibility for re-appointment under Section 139 of the Companies Act, 2013 and rules made thereunder and have indicated their willingness to continue. The Members are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

PERSONNEL:

There is no employee whose remuneration exceeds the limit specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rules framed by the Central Government under Section 217, sub-section 1(e), the Board reports as under:

A CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION : N.A.

C. FOREIGN EXCHANGE EARNINGS : NIL

D. FOREIGN EXCHANGE OUTGO : NIL.

APPRECIATION:

Your Directors place on record their appreciation for the co-operation of all the Staff and Officers, Shareholders of the Company and look forward to their continued co-operation in future

By Order of the Board of Directors For MODELLA WOOLLENS LIMITED

Registered Office: 4C Vulcan Insurance Building, Veer Nariman Road, (V.K. Grover) Mumbai- 400020 Chairman & Managing Director (DIN: 00434129)

Place: Mumbai Date: 28th April. 2014

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Mar 31, 2013

The Directors present their 51st Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 Rs./Lakhs Rs./Lakhs

Loss before Interest, Depreciation & Extra ordinary items 35.99 25.79

Adjustment for Depreciation

Loss for the year before Extra ordinary items 36.08 25.89

Add: Income from Extra ordinary items 0.00 0.00

Loss for the year before tax 36.08 25.89

Adjustment for Income-tax 0.00 0.24

Loss after Tax 36,08 25.65

In view of absence of significant business activities, the Chairman & Managing Director has continued to draw a token remuneration of Rs. 100/- p.m. till September, 2012 & further as the Centra! Government had vide their letter SRN No. A95923066/4/2011-CL.VI! dated 7th February, 2011 approved Remuneration payable to him till 30.9.2012, no remuneration was paid to him thereafter.

DIVIDEND:

In view of loss for the year the Board decided not to recommend any dividend for 2012-13. OPERATION :

During the year your Company continued with the trading activities that commenced from the preceding year. Your Company has generated sales of Rs.25.47 lakh as against Rs. 19.80 lakh of the previous year.

Your Directors are of the view that having regard to the size and nature of business there is no need for a formal internal audit. However, your Directors have put in place suitable system of internal controls and exercises periodic checks to ensure their compliance.

FUTURE OUTLOOK:

Your Directors are expecting to be able to continue trading in textile fabrics and yams on a regular basis. The promoters of your Company have always made funds available to your Company whenever there was a requirement in the past and will continue to do so.

Your Company has no borrowings from Banks or Financial Institutions. However, your Company has taken inter-corporate deposits amounting to Rs.15 lakhs during the year to augment its finances. The borrowings are at rate of 8% p.a.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) of the Companies Act, 1956.

Your Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the loss of the Company for the year..

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

As required under proviso to sub-section{ 1} of Section 383A of the Companies Act, 1956, a certificate dated 15/4/2013 from Messrs Jayshree Dagli & Associates, Company Secretaries is attached to this Report. PERSONNEL:

Your Directors place on record their appreciation for the co-operation of all the staff and officers of the Company and look forward to their continued co-operation in future.

There is no employee whose remuneration exceed the limit specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

Pursuant to Rules framed by the Central Government under Section 217, sub-section 1(e), the Board reports as under:

A. CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION N.A.

C. FOREIGN EXCHANGE EARNINGS NIL

D. FOREIGN EXCHANGE OUTGO : NIL DIRECTORS :

Ms. Gopee Grover retires by rotation and being eligible offers herself for re-appointment.

Your Directors have informed your Company thai they are not debarred for re-appointment/ continuation as directors under Sec274(1)(g) of the Companies Act. 1956.

AUDITORS & AUDITORS REPORT :

Messrs Desai & Bhagtaney. Chartered Accountants, Mumbai retire at the conclusion of the Annual General Meeting and being eligible are recommended for re-appointment.

For and on behalf of the Board of Directors

Place.: Mumbai, V. K. Grover

Dated : 17th April, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors present their 50th Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS: 2011-2012 2010-2011 Rs./Lakhs Rs./Lakhs

Loss before Interest, Depreciation & Extra ordinary items 25.79 26.25

Adjustment for Depreciation 0.10 0.11

Loss for the year before Extra ordinary items 25.89 26.36

Add: Income from Extra ordinary items 0.00 50.00

Loss/(Profit) for the year before tax 25.89 (23.64)

Adjustment for Income-tax 0.24 15.17

Loss/(Profit) after Tax 25.65 (8.47)

In view of absence of significant business activities, the Managing Director has continued to draw a token remuneration of Rs.100/- p.m. during the financial year.

DIVIDEND :

In view of loss for the year the Board decided not to recommend any dividend for 2011-12.

OPERATION:

During the year your Company continued with the trading activities that commenced from the preceding year. Your Company has generated sales of Rs. 19.80 lakh as against Rs. 12.70 lakh of the previous year. The funds available with your Company were invested in mutual funds, fixed deposits etc. that generated a net income of Rs.2.47 lakh (Rs.2.45 lakh).

Your Directors are of the view that having regard to the size and nature of business there is no need for a formal internal audit. However, your Directors have put in place suitable system of internal controls and exercises periodic checks to ensure their compliance.

FUTURE OUTLOOK:

Your Directors are expecting to be able to continue trading in textile fabrics and yarns on a regular basis. The promoters of your Company have always made funds available to your Company whenever there was a requirement in the past and will continue to do so.

Your Company has no borrowings from Banks or Financial Institutions and has also not accepted any public deposit.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) of the Companies Act, 1956.

Your Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the loss of the Company for the year.

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE :

As required under proviso to sub-section(1) of Section 383A of the Companies Act, 1956, a certificate dated 23.4.2012 from Messrs Jayshree Dagli & Associates, Company Secretaries is attached to this Report.

PERSONNEL:

Your Directors place on record their appreciation for the co-operation of all the staff and officers of the Company and look forward to their continued co-operation in future.

There is no employee whose remuneration exceed the limit specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to Rules framed by the Central Government under Section 217, sub-section 1 (e), the Board reports as under:

A. CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION : N.A.

C. FOREIGN EXCHANGE EARNINGS : NIL

D. FOREIGN EXCHANGE OUTGO : NIL

DIRECTORS :

Mr. R.K. Chaudhary retires by rotation and being eligible offers himself for re-appointment.

Your Directors have informed your Company that they are not debarred for re-appointment/ continuation as directors under Sec274(1)(g) of the Companies Act, 1956.

AUDITORS & AUDITORS REPORT :

Messrs Desai & Bhagtaney, Chartered Accountants, Mumbai retire at the conclusion of the Annual General Meeting and being eligible are recommended for re-appointment.

For and on behalf of the Board of Directors

V. K. Grover Chairman & Managing Director

Place : Mumbai, Dated : 25th April, 2012

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Mar 31, 2011

TO THE MEMBERS FOR THE YEAR ENDED 31 ST MARCH, 2011

The Directors present their 49th Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2011.

FINANCIAL RESULTS: 2010-2011 2009-2010 Rs./ Lakhs Rs./Lakhs

Profit before Interest and Depreciation 23.75 6.11

Less : Depreciation 0.11 0.13

Profit for the year before Tax 23.64 5.98

Less: Income Tax including F.B.T. 15.17 (8.76)

(Deficit)/Profit after Tax 8.47 (2.78)

In view of absence of significant business activities, the Managing Director has continued to draw a token remuneration of Rs.100/- p.m. during the financial year.

DIVIDEND:

In view of accumulated losses of earlier years, and with a view to conserve resources the Board decided not to recommend any dividend for 2010-11.

OPERATION :

During the year your Company was able to commence trading activity and it is expected that trading will continue on a regular basis. Your Company has generated sales of Rs. 12.70 lakhs resulted in income of Rs.0.80 lakh from trading activities during the year. The funds available with your Company were invested mostly in bonds and fixed deposits that generated an income of Rs.1.88 lakh and Rs.0.39 lakh respectively.

Your Directors are of the view that having regard to the size and nature of business there is no need for a formal internal audit. However, your Directors have put in place suitable system of internal controls and exercises periodic checks to ensure their compliance.

FUTURE OUTLOOK:

Your Directors are expecting to do trading in textile fabrics and yarns on a regular basis.

Your Company has no borrowings from Banks or Financial Institutions. The Company has also not accepted any deposits.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) of the Companies Act, 1956.

Your Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the profit of the Company for the year..

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis because of financial support from promoters.

COMPLIANCE CERTIFICATE:

As required under proviso to sub-section(1) of Section 383A of the Companies Act, 1956, a certificate dated 25-04-2011 from Messrs Jayshree Dagli & Associates, Company Secretaries is attached to this Report.

PERSONNEL:

Your Directors place on record their appreciation for the co-operation of all the staff and officers of the Company and look forward to their continued co-operation in future.

There is no employee whose remuneration exceed the limit specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rules framed by the Central Government under Section 217, sub-section 1 (e), the Board reports as under:

A. CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION : N.A.

C. FOREIGN EXCHANGE EARNINGS : NIL

D. FOREIGN EXCHANGE OUTGO : NIL

DIRECTORS :

Mr. B.K. Khemka retires by rotation and being eligible offers himself for re-appointment.

The Central Government , Ministry of Company Affairs has approved the re-appointment of Mr. V.K. Graver as the Managing Director for a period of 5 years with effect from 01-10-2010. However, his salary as the Managing Director has been approved for a period of 3 years with effect from 01-10-2010.

Your Directors have informed your Company that they are not debarred for re-appointment/ continuation as directors under Section 274(1)(g) of the Companies Act, 1956.

AUDITORS & AUDITORS REPORT :

Messrs Desai & Bhagtaney, Chartered Accountants, Mumbai retire at the conclusion of the Annual General Meeting and being eligible are recommended for re-appointment.

For and on behalf of the Board of Directors

V. K. Grover Chairman & Managing Director

Place : Mumbai, Dated : 27th April, 2011

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Mar 31, 2010

The Directors present their 48th Annual Report together with the audited statement of accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS: 2009-2010 2008-2009 Rs Lakhs Rs Lakhs Profit before Interest and Depreciation 6.11 21.90 Less : Depreciation 0.13 1.32 Profit for the year before Tax 5.98 23.22 Less: Income Tax including F.B.T. (8.76) (8.62) (DeficityProfit after Tax (2.78) 14.60

In view of absence of significant business activities, the Managing Director has continued to draw a token remuneration of Rs.100/- p.m. during the financial year.

DIVIDEND :

In view of the loss for the year, no dividend is recommended.

OPERATION:

During the year under review there was no trading activity. Your Company was able to recover Rs.17.67 lakh as interest on compensation. The funds available with your Company were deployed mostly in mutual funds that generated an income of Rs.0.93 lakh.

Your Directors have been pursuing the claim against Messrs Rajesh Industries in Court. With the demise of Mr. Rajesh Shroff it has become difficult to recover the dues. Your Directors have decided to enter into consent terms for a lump sum receipt of Rs.5,00,000/- and concluded the issue.

Your Directors are of the view that having regards to the size and nature of the business, which at present remains suspended, there is no need for a formal internal audit. However, your Directors have put in place suitable system of internal controls and exercises periodic checks to ensure their compliance.

FUTURE OUTLOOK:

Your Company was not being able to utilize its trade mark "MODELLA" for several years in the past. Your Directors have decided to unlock the economic value of the trademark in its various forms together with the copyright attached with it. Your Directors are in the process of assigning the same to Messrs Uday Industries for perpetuity. Messrs Uday Industries are one of the registered users of the trade marks for the several years.

Your Company has no borrowings from Banks or Financial Institutions. The Company has also not accepted any deposits.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) of the Companies Act, 1956.

Your Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the profit of the Company for the year.

(iii) they have taken proper and sufficient care 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.

(iv) they have prepared the annual accounts on a going concern basis because of financial support from promoters in the form of inter-corporate deposits.

COMPLIANCE CERTIFICATE :

As required under proviso to sub-section(1) of Section 383A of the Companies Act, 1956, a certificate dated 28.04.2010 from Messrs Jayshree Dagli & Associates, Company Secretaries is attached to this Report.

PERSONNEL:

Your Directors place on record their appreciation for the co-operation of all the staff and officers of the Company and look forward to their continued co-operation in future.

There is no employee whose remuneration exceed the limit specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rules framed by the Central Government under Section 217, sub-section 1 (e), the Board reports as under:

A. CONSERVATION OF ENERGY : N.A. B. TECHNOLOGY ABSORPTION : N.A. C. FOREIGN EXCHANGE EARNINGS : NIL D. FOREIGN EXCHANGE OUTGO : NIL

DIRECTORS:

Mrs. Gopee Grover retires by rotation and being eligible offers herself for re-appointment.

During the year under review, Mr. R.K. Chaudhary was appointed as an Additional Director and pursuant to section 260 of the Companies Act , 1956 shall hold the office upto ensuing Annual General Meeting. The Company has received a notice from a member under Section 257 of the Companies Act, 1956 proposing appointment of Mr. R.K. Chaudhary as Director of your Company which your Directors also recommend.

The current tenure of the Chairman & Managing Director Mr. V.K. Grover will be completed in 30.9.2010. Your Directors have decided to recommend him for re-appointment for a further period of 5 years, subject to such approvals as may be necessary.

Your Directors have informed your Company that they are not debarred for re-appointment/ continuation as directors under Sec274(1)(g) of the Companies Act, 1956.

AUDITORS & AUDITORS REPORT :

Messrs Desai & Bhagtaney, Chartered Accountants, Mumbai retire at the conclusion of the Annual General Meeting and being eligible are recommended for re-appointment.

The Auditors Report is self explanatory and no additional explanation is deemed necessary.

For and on behalf of the Board of Directors Place : Mumbai, V. K. Grover Dated : 30th April, 2010 Chairman & Managing Director