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MODI INDUSTRIES LIMITED 76th Annual Report and Accounts 2009–10 MODI ENTERPRISES CONTENTS Board of Directors, Secretary, Bankers, Auditors and Registered Office 2 Notice 3 Directors’ Report 5 Auditors’ Report 13 Balance Sheet 19 Profit & Loss Account 20 Schedules (1 to 15) 21 Cash Flow Statement 41 Subsidiaries 42

Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

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Page 1: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED

76thAnnual Report

andAccounts2009–10

MODIENTERPRISES

CONTENTS

Board of Directors,Secretary, Bankers, Auditorsand Registered Office 2

Notice 3

Directors’ Report 5

Auditors’ Report 13

Balance Sheet 19

Profit & Loss Account 20

Schedules (1 to 15) 21

Cash Flow Statement 41

Subsidiaries 42

Page 2: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED2

MODI INDUSTRIES LIMITED, MODINAGARRegistered Office: Modinagar-201204 (U.P.)

BOARD OF DIRECTORS MANAGING DIRECTORS Shri Mahendra Kumar Modi

Shri Umesh Kumar Modi

DIRECTORS Shri Krishan Kumar ModiShri Vinay Kumar ModiShri Rakesh Kumar ModiShri Suraj Parkash ModiShri Manish ModiShri Abhishek ModiShri Santosh Kumar AggarwalShri Krishna Kumar Jain

COMPANY SECRETARY Shri Ajay PS Saini

BANKERS Allahabad BankPunjab National BankState Bank of IndiaCiti Bank N.A.

AUDITORS M/s. P.R. Mehra & Co.,Chartered Accountants,56, Darya Ganj, New Delhi.

STOCK EXCHANGES UP Stock Exchange Limited,14/113, Padam Towers,Civil Lines, Kanpur, (U.P.) 208001

Delhi Stock Exchange Limited,DSE House, 3/1 Asaf Ali Road,New Delhi-110002

REGISTERED OFFICE Modinagar,District Ghaziabad (U.P.) 201204

NAME OF UNITS Modi Sugar MillsModi Vanaspati Mfg. Co.Modi Paint & Varnish WorksModi Gas & ChemicalsModi DistilleryModi Arc Electrodes Co.Modi Steels.

Page 3: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 3

NOTICENOTICE is hereby given that the 76th Annual General Meeting of Modi Industries Limited will be held on Monday,the 27th September, 2010, at 12.30 P.M. at Modi Industries Transit House (Modi Industries Complex),Modinagar, to transact the following business :

ORDINARY BUSINESS:1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2010 and Profit & Loss Account for

the year ended on that date and the reports of the Directors’ and Auditors’ thereon.2. To appoint Directors, who retire by rotation and being eligible, offer themselves for reappointment and to

consider and, if thought fit, to pass, with or without modification(s), the following Resolution(s) as ordinaryresolution(s):(a) “RESOLVED that Shri Krishan Kumar Modi, who retires by rotation and is eligible for reappointment be and

is hereby reappointed as Director of the Company.”(b) “RESOLVED that Shri Suraj Parkash Modi, who retires by rotation and is eligible for reappointment be and

is hereby reappointed as Director of the Company.”(c) “RESOLVED that Shri Rakesh Kumar Modi, who retires by rotation and is eligible for reappointment be and

is hereby reappointed as Director of the Company.”3. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special

Resolution:“RESOLVED as a Special Resolution that pursuant to the provisions of Section 224-A and other applicableprovisions, if any, of the Companies Act, 1956, M/s. P.R. Mehra & Co., Chartered Accountants, New Delhi, theretiring Auditors, be and are hereby reappointed as Auditors of the Company to hold office from the conclusionof this Annual General Meeting until the conclusion of the next Annual General Meeting, on such remuneration asmay be determined by the Board of Directors plus applicable Service Tax payable to them together with out ofpocket expenses actually incurred by them in connection with the Statutory Audit of the Company.”

NOTES:

1 A member, entitled to attend and vote, is entitled to appoint a proxy to attend and vote instead of himself, a proxyneed not be a member of the company. The Proxy Form, duly completed and signed, should reach the Company’sRegistered Office atleast 48 hours before the time fixed for the meeting. The Proxy Form is enclosed.

2. Brief resume of Directors seeking re-appointment at the Annual General Meeting are annexed hereto.3. The Register of Members of the Company will remain closed from 22nd September, 2010 to 27th September 2010

(both days inclusive).4. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the

Company on all working days, except Sundays and Bank Holidays, between 9.00 A.M. to 11.00 A.M. upto thedate of the Annual General Meeting.

5. Shareholders are requested to intimate change in their address, if any, to the company.

MODINAGARDated: 12th August, 2010

BY ORDER OF THE BOARDfor MODI INDUSTRIES LIMITED

(AJAY PS SAINI)Company Secretary

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MODI INDUSTRIES LIMITED4

BRIEF RESUME, EXPERIENCE AND OTHER DIRECTORSHIP

Information of Directors retiring by rotation seeking re-appointment at this Annual General Meeting are given hereunder:

SHRI KRISHAN KUMAR MODI

Shri Krishan Kumar Modi has been a Director of the Company since 30th April, 1970. Shri Krishan Kumar Modi, BSc.,

is a leading Industrialist and has vast experience in various industries. He holds directorship/membership of

Committees of the Board in the following other Public Limited Companies:

1. Godfrey Philips India Limited

2. Indofil Organic Industries Limited

3. Indian Cricket League Limited

4. Good Investment India Limited

5. Modi Reach Finance & Investment India Limited

6. Modi Spinning & Weaving Mills Company Limited

7. Modi Care Sales & Services Limited

8. Modi Entertainment Limited

9. MEN Interactive Network Limited

10. Modern Home Care Products Limited

11. Modi Care Limited

12. Premium Merchants Limited

He holds 9,664 Equity shares and 8 Redeemable Cumulative Preference Shares of the company in his name.

SHRI SURAJ PARKASH MODI

Shri Suraj Parkash Modi has been a Director of the Company since 23rd February, 1980. He has extensive industry

experience.Shri Suraj Parkash Modi is not a Director/ Committee member of any other listed company. He holds 870

equity shares of the company in his name.

SHRI RAKESH KUMAR MODI

Shri Rakesh Kumar Modi has been a Director of the Company since 30th January, 1996. He is a commerce graduate

and has extensive industry experience. Shri Rakesh Kumar Modi is not a Director/Committee Member of any other

listed company. He holds 48,901 equity shares and 10 Redeemable cumulative Preference Shares of the companyin his name.

MODINAGARDated: 12th August, 2010

BY ORDER OF THE BOARDfor MODI INDUSTRIES LIMITED

(AJAY PS SAINI)Company Secretary

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MODI INDUSTRIES LIMITED 5

To,The Shareholders,

The Directors of your Company hereby present the 76thAnnual Report together with the Audited Statement of Accountof the Company and the Auditors’ Report thereon for the yearended on 31st March, 2010. The working results of the yearare summarised as under :

DESCRIPTION YEAR ENDED YEAR ENDED31.3.2010 31.3.2009

Rs.Lacs Rs.LacsGROSS SALES & OTHER INCOME 24,512.43 31,060.60PROFIT BEFORE INTEREST &DEPRECIATION 3,412.33 926.46Less:

Interest 789.41 551.06Depreciation 528.24 470.16

1,317.65 1021.22

PROFIT/(LOSS) BEFORE TAX 2,094.68 (94.76)Less: Provision for Taxation (FBT) 0.53 30.49PROFIT/(LOSS) AFTER TAX 2,094.15 (125.25)Less:Transferred to Molasses Storage Fund 3.24 3.49PROFIT/(LOSS) FOR THE YEAR 2,090.91 (128.74)Profit/(Loss) of Steel Unit forthe previous years — (687.81)NET PROFIT/(LOSS) 2090.91 (816.55)

DIVIDEND:On account of accumulated losses, your Directors are not in aposition to recommend any dividend for this year.

PERFORMANCE OF THE UNITS FOR THE YEARUNDER REPORT :(a) SUGAR UNIT:

The cane crushing in the year under review was 48.59 Lacs qtlsas against 47.49 Lacs qtls in last year. Sugar recovery in theyear under review slightly improved from 9.06% to 9.48%.Market sentiment in the beginning of crushing season remainedbullish due to mismatch between supply and demand of sugar,improving sales realization positively coupling with increase inrecovery has resulted in profit of Rs. 261.39 lacs as againstloss of Rs. 1480.20 lacs in the last year.

(b) DISTILLERY UNIT: During the year, the production of Spirit (RS)was 2387 KL as compared to last year 2856 KL. Due to changein Distribution Policy, the bottling plant of Country Liquor remainedclosed with effect from 18th June, 2009, thus, the sale of countryliquor drastically decreased to 91979 cases during the year 2009-10 as compared to 710100 cases in the last year which resultedin net loss of Rs.197.69 Lacs during the current year as againsta profit of Rs. 423.73 Lacs in the last year. However, the operationof Bottling Plant of Country Liquor has again commenced witheffect from 20th July, 2010.

(c) ELECTRODE UNIT: Sale in quantity registered a growth ofapprox.11.00%, however, the net sales realisation was marginallylower by approx. 2% as compared to previous year. The netprofit remained by and large at par with the previous year.

(d) GAS UNIT: The sales and profitability of the unit wassatisfactory under the prevailing circumstances.

(e) PAINT UNIT: The unit registered a growth both in water baseand solvent base products. Overall the company had a growthin excess of 20% over last year.

DIRECTORS’ REPORTFIXED DEPOSITS:The deposits of 2069 depositors amounting to Rs.152.42 Lacsincluding interest thereon till the date of maturity was claimed, butremained unpaid as on 31st March, 2010. The company will repayits fixed depositors as per final orders of BIFR that may bepassed.The deposits of 166 depositors amounting to Rs. 11.00 Lacsincluding interest thereon till the date of maturity remainedunclaimed as on 31st March, 2010DEBENTURES:During the year under review in compliance of Hon’ble BIFRdirections full payment of One Time Settlemant (OTS) dues ofArmy Group Insurance Fund(AGIF), towards non- convertibledebentures amounting to Rupees two crores, was made. As aresult the earlier provision of Rs. 702.68 Lacs for interest hasbeen written back.Debentures worth Rs. 537.36 Lacs are due for payment as on31st March, 2010. The Company will repay to debenture holdersas per final orders of BIFR that may be passed.DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to the requirement under Section 217 (2AA) of theCompanies Act, 1956, in respect of all units of the company(excluding Balance Sheet of Steel Unit - refer note 4 of Schedule15 of Annual Accounts) it is hereby confirmed:i) that in the preparation of the annual accounts, the applicable

accounting standards have been followed and wherever requiredproper explanations relating to material departures have beengiven;

ii) that the directors have selected such accounting policies andapplied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financialyear and of the profit or loss of the company for that period;

iii) that the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and otherirregularities;

i v ) that the annual accounts have been prepared on a goingconcern basis.

DIRECTORS:Shri Krishan Kumar Modi, Shri Suraj Parkash Modi and ShriRakesh Kumar Modi are due to retire by rotation this yearand being eligible, offer themselves for re-appointment.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE:As required under Rule 2 of the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988,the particulars relating to Conservation of Energy in Form ‘A’pertaining to Sugar Unit is annexed hereto. The particularsrelating to Technology Absorption in Form ‘B’ and of the ForeignCurrency in Form ‘C’, are annexed hereto for the units,wherever applicable.PARTICULARS OF EMPLOYEES:There are no employees during the period drawing remunerationspecified under Section 217(2A) of the Companies Act, 1956(as amended) read with Companies (Particulars of Employees)Rules 1975. As such no particulars are required to be furnished.SUBSIDIARY COMPANIES:As required under Section 212 of the Companies Act, 1956, theaudited statement of accounts alongwith the report of theBoard of Directors of the Subsidiary Companies, namely, YourInvestment (India) Limited and Own Investment (India) Limited

Page 6: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED6

and the respective Auditors’ Report thereon for the year endedon 31st March, 2010, and a statement thereon are annexed.LISTING AGREEMENT:The securities of the Company are listed with U.P. StockExchange Limited, Kanpur as a Regional Exchange and DelhiStock Exchange Limited, New Delhi. The Company has paid theAnnual Listing Fees to each Exchange.APPOINTMENT OF AUDITORS:M/s. P. R. Mehra & Co., Chartered Accountants, the retiringauditors, being eligible, offer themselves for reappointment.The appointment of auditors has to be done by a SpecialResolution in terms of Section 224A of the Companies Act,1956.AUDITORS’ REPORT:With reference to the qualifications contained in the Auditors’Report, the Directors wish to state that the Notes referred toby the auditors in their report are self-explanatory and hencedo not call for any further comments.MANAGEMENT DISCUSSION & ANALYSIS REPORT:In terms of Clause 49 of the Listing Agreement with the StockExchanges, Management Discussion & Analysis Report isannexed and forms part of this report.CORPORATE GOVERNACE:The report on the Corporate Governance together with theAuditors’ Certificate thereon are annexed hereto and forms partof this report. All Board members and Senior Management

personnel have affirmed compliance with the Code of Conductfor the year under review.LABOUR RELATIONS:The labour management relations generally remainedharmonious.ACKNOWLEDGEMENT:The Directors wish to thank the Central Government,Government of Uttar Pradesh, Financial Institutions and theCompany’s bankers for all the help and encouragement theyextended to the Company. Your Directors gratefullyacknowledge the continued trust and confidence, you haveplaced in this Company. The Directors also wish to place onrecord their deep appreciation for the services rendered by theofficers, staff and workers of the Company at all levels andfor their dedication and loyalty.

for & on behalf of the Board

ANNEXURE TO DIRECTORS’ REPORTPARTICULARS REQUIRED UNDER THE COMPANIES

(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988FORM ‘A’: DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY.PARTICULARS S U G A R

Year Ended Year Endedon 31.3.2010 on 31.3.2009

(A) POWER & FUEL CONSUMPTION(1) ELECTRICITY

(a) Purchased units — —Total Amount (Rs.) — —Rate/Unit (Rs.) — —

(b) Own Generation Through Diesel Generator :Unit 778049 1010126Unit per Ltr. of Diesel Oil — —Cost/Unit (Rs.) 11.13 11.02Through Steam Turbine/ Generator :Unit 13029528 13429439Unit per Ltr. of Fuel Oil/Gas — —Cost/Unit (Rs.) 1.00 0.87

(2) COAL (Specify quality & where used)Quantity (M.T.) — —Total Cost (Rs.) — —Average Rate (Rs.) — —

(3) FURNACE OILQuantity K. Ltr. — —Total Amount (Rs.) — —Average Rate (Rs.) — —

(4) OTHERS/INTERNAL GENERATION :Quantity — —Total Cost (Rs.) — —Rate/Unit (Rs.) — —

(B) CONSUMPTION PER UNIT OF PRODUCTION :Product (with details) Unit:Electricity KWH PMT 296.72 316.84Furnace Oil Ltr. PMT — —Coal(Specify quality) — —

NEW DELHIDated:12th August, 2010

(M.K. MODI) (U.K.MODI)MANAGING DIRECTORS

Page 7: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 7

FORM ‘B’ : DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION:DESCRIPTION ELECTRODE PAINTRESEARCH & DEVELOPMENT (R & D) :1 Specific areas in which R&D Development of new products,improvement

carried out by the Company in existing products, cost reduction throughimprovement in technology, providing weldingsolution to marketing personnel andimprovement in production system.

2 Benefits derived as a result Increase of product sale with customer Percentage contribution has increased.of the above R & D satisfaction.Fulfilment of market

requirements at competitive price. Induction ofnewly developed product/technology in the market.

3. Future Plan of Action New Development/upgradation ofproducts as per market requirementsand cost control of products.

DESCRIPTION ELECTRODE PAINTEXPENDITURE ON R&Da Capital (Rs.) — —b Recurring (Rs.) 8,63,633.00 23,58,874.24

TOTAL (Rs.) 8,63,633.00 23,58,874.24c R&D Expenditure

percentage of total turnover 0.11% 1.09%

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

DESCRIPTION ELECTRODE PAINT

1 Efforts in brief made towards N.A. N.A.technology absorption, adaptationand innovation.

2 Benefits derived as a result of the N.A. N.A.above efforts e.g. product improvementcost reduction, product development,import substitution etc.

3 In case of imported technology (importedduring the last five years reckoned fromthe beginning of the financial year)following information may be furnished:a Technology Imported N.A. N.A.b Year of Import N.A. N.A.c Has Technology been fully absorbed N.A. N.A.d If not fully absorbed, areas, where this N.A. N.A.

has not taken place, reasons thereforeand future plan of action

FORM ‘C’ : FOREIGN EXCHANGE EARNINGS & OUTGO:

Name of Units Activities Relating to Exports, Initiative taken to Total Foreign Exchange Usedincrease Exports Development of New Export and EarnedMarkets for Products and Services and Export Plans

Rs. in Lacs

Sugar Earnings Nil

Outgo Other Matters 0.18

Electrode Earnings NilOutgo Raw Material 120.41

Other Matters 1.02

M.D. Office Earnings Nil

Outgo Other Matters 3.83

Development of Modi Guard Emulsionagainst Apex. Replace Cytec 2706 byRPL 929. PU clear Varnish & PU Maltfinish clear.

High build Epoxy Paint. Heat ResistingPaint Black 600 C. Heat ResistingAluminium Paint 600 C.

O O

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MODI INDUSTRIES LIMITED8

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956RELATING TO SUBSIDIARY COMPANIES

1. Name of the Subsidiary Companies Own Investment (India) Ltd. Your Investment (India) Ltd.

2. Number of Shares held in 13,200 Equity Shares of 21,450 Equity Shares ofSubsidiary Companies. Rs.100/- each fully paid-up Rs.100/- each fully paid-up

3. Percentage of Holding in the 99.89% 99.93%Subsidiary Companies.

4. Financial Year ended 31st March, 2010 31st March, 2010

5. Profit/Loss of the subsidiary Companies for theirFinancial Year so far as they concern the membersof Modi Industries Ltd., which have not beendealt with in the Accounts of Modi IndustriesLimited for the year ended 31st March, 2010:For the year ended Rs.(–)13,064.61 Rs.13,861.29For the previous years Rs.(–)32,869.29 Rs.5,97,276.07

6. The net aggregate of Profit/Loss of theSubsidiary Companies which have been dealtwith in the Accounts of Modi Industries Ltd.for the year ended 31st March, 2010:For the year ended NIL NILFor the previous years NIL NIL

(a) INDUSTRY SCENARIOSUGAR UNITThe sugarcane area is expected to increase by10-15% incrushing season 2010-11, which will result an increase of 10%in sugarcane production. The sugar production in the countryis expected to be 24-25 million tons in the season 2010-11against the production of 18-18.1 million tons in 2009-10.

The consumption of sugar is likely to be 23.5 -24 milliontonne during 2010-11. The slight gap between availability andconsumtion of sugar will further put pressure on sugarprices.

DISTILLERY UNITThe industry continues to be regulated at various levels byGovernment. The Potable Alcohol policy for the year 2010-11 has been changed by U.P. Government. In the currentpolicy the whole sale rights of Country liquor has been givento U.P. Cooperative Sugar Federation.

ELECTRODE UNITWhile the financial metldown has adversely affected mostend user industries for welding equipment and consumablein India, however energy, construction and ship-buildingsectors have, to a large extent, been recession-proof andhave been generating moderate demand. A key driverboosting market revenues has also been the gradual movefrom manual to automatic and semi automatic weldingequipment and thus the corresponding change in consumable.Although global steel demand slumped in the past years,India’s steel market has experienced nearly 10 percentgrowth.The spiraling demand for steel is promoting the useof innovative, state-of-the-art uses of steel while trigeringthe uptake of high volumes of welding equipments andconsumables.

PAINT UNITThe Paint industry had a growth of about 10-11% in the year 2009-10.

GAS UNITGas unit operates in the merchant market, in which freight is amajor cost. Thus, the area of operation is limited. The gas industrywitnessed growth matching with industrial production in the country.(b) OPPORTUNITIES AND THREATS

SUGAR UNITThe State Government has so far been unable to evolve anequitable policy for allocation of sugarcane area amongstfactories. Efforts are continuing at various levels to evolve anequitable methodology for reservation of cane area on factorywise basis, in the overall interest of the industry. TheGovernment is considering for full decontrol on sugar industry.

After the decision of Hon’ble Supreme Court empowering theState Government to fix cane price, one of the major threat tothe Sugar Industry relates to the successive interventions ofthe Government in the pricing as well as distribution ofSugarcane.

DISTILLERY UNITWith the likely increase in production of sugar output, resulting anincrease in production and availability of Molasses, the productionof Rectified Spirit will be better as compared to last year.

ELECTRODE UNITEnhanced foreign direct investment(FDI) equity inflow in Indiahas supported projects in the oil and gas sector, offshoreactivities, aerospace and heavy machinery industries. Severalforeign automobile companies have established theirmanufaturing base in India. Such trends have had a positiveimpact on the uptake of welding equipment and consumable.Another challenge faced by India Welding ConsumablesManufacturers is the unorganised sector that currently occupies

ANNEXURE TO DIRECTORS’ REPORTMANAGEMENT DISCUSSION AND ANALYSIS REPORT

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MODI INDUSTRIES LIMITED 9

close to 30 to 45 percent of the market. This sector iscontinously growing due to the lack of specifctions andapprovals required for welding activities in end user industries.Although some approvals are required for high risk jobs in powerand offshore, there are no such requirements in the fabricationindustry where welding finds extensive use.

PAINT UNITThe consumption of paint has been growing in the country.Greater emphasis is now on water base products, as concernregarding pollution is increasing. With emphasis to developinfrastructure and improvements in real estate market, paintindustry has a good future. The raw materials cost has beengoing up and uncertain crude oil prices affect the raw materialcost adversely. Margins are likely to remain under pressure.

GAS UNITThe unit operates largely in the industrial gases segment. Thus,growth in industrial and construction activity present goodopportunity for the gas market.Subsidy by the Government on LPG continues to be a threatto the market for dissolved acetylene, an importantmanufactured product for the Gas Unit.

(c) OPERATIONAL PERFORMANCESUGAR UNITThe cane crushing in the year under review was 48.59 Lacs Qtlsas against 47.49 Lacs Qtls in last year. Sugar recovery in theyear under review slightly improved from 9.06% to 9.48%.Market sentiment in the beginning of crushing season remainedbullish due to mismatch between supply and demand of sugar,improving sales realization positively coupling with increase inrecovery has resulted in profit of Rs.261.39 lacs as againstloss of Rs.1480.20 lacs in the last year.DISTILLERY UNITDuring the year, the production of Spirit(RS) was 2387 KL ascompared to last year 2856 KL. Due to change in DistributionPolicy, the bottling plant of Country Liquor remained closed witheffect from 18th June, 2009, thus the sale of country liquordrastically decreased to 91979 cases during the year 2009-10as compared to 710100 cases in the last year which resultedin net loss of Rs. 197.69 Lacs during the current year asagainst a profit of Rs. 423.73 Lacs in the last year.However,the operation of Bottling Plant of Country Liquor has againcommenced with effect from 20th July, 2010.

ELECTRODE UNITSales in quantity registered a growth of approx. 11%, however,the net sales realization was marginally lower by approx.2% ascompared to previous year. The net profit remained by andlarge at par with the previous year.

PAINT UNITThe Unit registered a growth both in water base and solventbase products. Overall the unit had a growth in excess of 20%over last year.

GAS UNITThe sales and profitability of the unit was satisfactory underthe prevailing circumstances.

(d) FUTURE OUTLOOKSUGAR UNITThe sugar prices & profitability of Indian Sugar companieswould remain volatile and dependent on domestic andinternational supply and demand trends. These in turn woulddepend on agro-climatic conditions in major producing countriesand crude oil price trends, which determine the diversion of

sugarcane crop to ethanol. Consequently, the price trends ininternational market would be the key determinants of futureprofitability.

DISTILLERY UNITThe molasses production is expected to be good in comingyears which results to higher production of rectified spirit. Theunit is also planning to launch its different IMFL products in thewhole country.

In the light of India’s growing fuel demand and the surge in theglobal pricing, the Government of India is keen to promoteadmixing of ethanol with petrol. Keeping this in view and thenormal growth in the Chemicals and Potable sectors, thedemand for alcohol are expected to remain strong in the future.

ELECTRODE UNITThe unit plans to improve the service portfolio and broaden themarket reach, to increase the penetration into new end userindustries such as Petrochemicals and Super thermal power andtraditional end user industries such as fabrication andautimotives. This has become necessary so as to exploreopportunities in other general industries which have only latelymoved to higher automation levels.

PAINT UNITThe unit is on growth path and is expected to maintain thegrowth rate. All international paint, major are likely to increasetheir activities in India.

GAS UNITThe outlook for the gas industry is promising inview ofcontinued industrial development. The unit is aiming at higherproductivity and superior product mix. Reasonable growth isexpected in the business of the unit.

(e) RISKS & CONCERNSThe company is a Sick Industrial Company within the meaningof Section 3(1) (o) of Sick Industrial Companies (SpecialProvisions) Act,1985. Hence fresh funds both for workingcapital requirement and / or long term requirements are notmade available by Banks/Financial Institutions.

(f) INTERNAL CONTROL SYSTEM AND THEIRADEQUACYThe key features of the Internal Control Systems are given below:1 Well defined organisation structure, documented policy

guidelines, predefined authority levels ensures optimalutilisation and protection of resources.

2 Assets are adequately maintained and protected againstTheft, Burglary and other Losses.

3 Transactions are properly recorded and accounted for.4 Accounting records are maintained complying with all the

statutory laws and reflect true and fair view.5 There are adequate Management reporting systems for

control and monitoring of performance.6 Budgetary control system is in place.7 Periodical review by the Management is being done.8 Periodical review of system, procedures and transactions

by Internal Auditors is conducted.(g) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:The underlying rule of company’s policy towards humanresource development is that competent and motivatedmanpower is the most important factor in achievingbusiness goals. The policies in this regard are evolvedand pursued to achieve this objective. Industrial relationsremained cordial throughout the year.As on 31st March, 2010 the total number of employeeson the payrolls of the company were 1139.

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MODI INDUSTRIES LIMITED10

CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE AS REQUIRED BY CLAUSE 49 OF THE LISTING AGREEMENT WITH STOCK EXCHANGES

(1) Company’s Philosophy: Your company firmly believes in good corporate governance. Towards this, the Companyconsistently evaluates and defines its management practices aimed at enhancing its commitment and delivery of thebasic tenets of the corporate governance.

(2) Board of Directors(a) Composition of Board: The Board consists of ten directors as on the date of report. Out of these ten directors, eightare non-executive directors which include four independent directors. The company did not have any material pecuniary relationor transaction with non-executive directors during the year under review.(b) Board Procedure: During the year, five Board meetings were held on 23rd April, 2009, 31st July, 2009, 26th August,2009, 31st October, 2009 and 30th January, 2010 adjourned and held on 4th February,2010.The Board was presented withthe relevant and necessary information at its meetings. None of the directors is a member of more than ten committeesor acting as Chairman of more than five Committees across all companies in which he is a director. The attendanceat the Board meetings during the year 2009-10 and at the last Annual General Meeting held on 29th September, 2009and also number of other directorship are given herein below:

(3) Audit Committee:(a) Terms of Reference: Terms of Reference of the Audit Committee specified by the Board areas contained in clause 49 of the Listing Agreement.(b) Composition : The ‘Audit Committee’ of the Company consists of 4 Non Executive Independent Directors, namely,(1) Shri Suraj Parkash Modi, (2) Shri Rakesh Kumar Modi, (3) Shri Santosh Kumar Aggarwal and (4) Shri Krishna KumarJain as members and Shri Ajay PS Saini as Secretary of the Committee.During the year, Five Audit Committee meetings were held on 23rd April, 2009, 31st July, 2009, 26th August, 2009, 31stOctober, 2009 and 30th January, 2010 adjourned and held on 4th February,2010.All five meetings were attended byall its Members.

(4) Remuneration of Directors: The Remuneration Committee consisting of 4 Non Executive Independent Directors, namely,(1) Shri Suraj Parkash Modi, (2) Shri Rakesh Kumar Modi, (3) Shri Santosh Kumar Aggarwal and (4) Shri Krishna KumarJain as members and Shri Ajay PS Saini as Secretary of the Committee, was constituted by the Board in April, 2009.The meeting held on 23rd April, 2009 was attended by all its members. The decisions regarding remuneration of executive andnon-executive directors are taken by the entire Board on recommendation of the Remuneration Committee subject to suchapprovals from the Shareholders or Central Government as may be necessary. The Company does not pay any remunerationto the non-executive directors except payment of sitting fees for attending Board/ Committee meetings. Details of remunerationpaid to the directors during the year under review are given below :(a) Executive Directors: No remuneration has been paid to Shri Umesh Kumar Modi, Managing Director during the year underreview.The Central Government has accorded its approval for payment of remuneration to Shri Mahendra Kumar Modi, as ManagingDirector for the period 1st October, 2008 to 31st October, 2009 and accordingly the Company has made a payment of Rs 5.25Lacs to him for the period 1st April, 2009 to 31st October, 2009. As Shri Mahendra Kumar Modi was re-appointed as ManagingDirector of the Company with effect from 1st November, 2009 for five years, subject to pendency of approval of the CentralGovernment, the Company on the basis of legal advise obtained, has made payment amounting to Rs.11.12 Lacs towardsremuneration to Shri Mahendra Kumar Modi as Managing Director for the period 1st November, 2009 to 31st March, 2010. Furtheran undertaking has been obtained from Shri Mahendra Kumar Modi, Managing Director stating that in the event of the CentralGovernment not according its approval or approving lower remuneration, then the excess amount paid, if any, shall be refundedto the Company and till the approval is accorded by the Central Government, the amount received will be held in trust for theCompany.

(c) Relationship amongst Directors: Shri Krishan Kumar Modi, Non-Executive Director, Shri Vinay Kumar Modi, Non-Executive Director and Shri Umesh Kumar Modi, Managing Director are real brothers. Shri Manish Modi, Non-ExecutiveDirector, is son of Shri Mahendra Kumar Modi, Managing Director and Shri Abhishek Modi, Non-Executive Director, isson of Shri Umesh Kumar Modi, Managing Director.

(5) Share Transfer and Investors’ Grievance Committee: The Committee, consisting of four members i.e. Shri Mahendra KumarModi, Managing Director, Shri Umesh Kumar Modi, Managing Director, Shri Suraj Parkash Modi, Independent-Non-Executive Directorand Shri Rakesh Kumar Modi - Independent Non-Executive Director, has been entrusted with the work of Share/Debenture Transferand dealing with investors grievances. Shri Suraj Parkash Modi Chaired all meetings of the committee held during the year underreview. Shri Ajay PS Saini, Company Secretary, acts as Secretary to the Committee and is Compliance Officer under Clause49 of the Listing Agreement. All transfers, transmissions etc. of Shares and Debentures were effected within the stipulated periodby the Company.

MD: Managing Director, NED:Non Executive Director, @ excludes Private Limited Companies & Foreign Companies.$ Represents Audit Committee and Investor’s Grievance Committee.

Name Category No.of Board Attendance No.of outside No.of othermeetings at previous Directorships Committee(s) $attended AGM @ Membership Chairmanship

Shri Mahendra Kumar Modi MD 5 Yes 2 1 -Shri Umesh Kumar Modi MD 5 No 6 - -Shri Krishan Kumar Modi NED 2 No 12 2 1Shri Vinay Kumar Modi NED - No 3 2 3Shri Rakesh Kumar Modi NED 5 No - - -Shri Suraj Parkash Modi NED 5 No - - -Shri Manish Modi NED 5 No 2 - -Shri Abhishek Modi NED 4 No 5 - -Shri Santosh Kumar Aggarwal NED 3 Yes - - -Shri Krishna Kumar Jain NED 3 No 1 1 1

(Rs. in thousands)

(b) Non- Executive Directors:

Name Shares heldSitting FeesEquity Preference

Shri Krishan Kumar Modi 1.0 9664 8Shri Vinay Kumar Modi - 25477 8Shri Rakesh Kumar Modi 10.0 48901 10Shri Suraj Parkash Modi 12.5 870 --Shri Manish Modi 4.0 22050 --Shri Abhishek Modi 3.5 100 --Shri Santosh Kumar Aggarwal 5.0 100 --Shri Krishna Kumar Jain 5.0 100 --

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MODI INDUSTRIES LIMITED 11

(9) General Shareholders’ Information :(a) Annual General Meeting:

Date : 27th September, 2010 Time : 12.30 P.M.(b) Financial Calender:

(i) Financial Year : April to March(ii) First Quarter Results : Last week of July(iii) Second Quarter Results : Last week of October

(iv) Third Quarter Results : Last week of January(v) Fourth Quarter Results : Last week of April

(c) Date of Book Closure: 22nd September, 2010 to 27th September, 2010 (both days Inclusive).(d) Dividend Payment Date:

The Directors have not recommended any dividend on shares in view of accumulated losses.(e) Stock Exchange Listing : Shares of the company are listed on:

Uttar Pradesh Stock Exchange Ltd., Kanpur (U.P.)Delhi Stock Exchange Limited, New Delhi

(f) Stock Code :Uttar Pradesh Stock Exchange Ltd., -- Z-493, Delhi Stock Exchange Limited, -- 013154

(g) Market Price Data: High/ Low during each month in the year 2009-10The Company is a Sick Industrial Unit. There have been no transactions of Company’s Shares on the StockExchanges, where the shares of the Comapny are listed, since long.

(h) Registrar and Transfer Agents:Company has not appointed any Registrar for Shares/ Debentures transfer. All such work is done in-house atCompany’s Share Department.

(i) Share Transfer System :Shares lodged with the Company for transfer are processed and returned to the shareholders within the stipulatedtime, provided transfer documents are complete and valid in all respect.

All 49 Shareholders/ Investors complaints, received directly from them or through SEBI/ Stock Exchanges and other authoritiesduring the year under review, have been replied by the company and none remained outstanding at the end of the year underreview. The status of Shareholders/Investors complaints received during the period under review were reported to the ShareTransfer and Investors Grievance Committee by the Compliance Officer.

(6) General Body Meetings : The last three Annual General Meetings were held at Modi Industries Transit House (ModiIndustries Complex), Modinagar, on the following dates and time.

Special resolutions for re-appointment of Statutory Auditors of the company were passed in the last three Annual GeneralMeetings of the Company. However, Special Resolution for remuneration payable to Shri Mahendra Kumar Modi asManaging Director of the Company was passed in the last Annual General Meeting of the Company. The Company hasso far no business which had to be conducted through postal ballot for passing any resolution at general meetings.

(7) Disclosures : There were no transactions of the company of material significance with its directors or the management, theirsubsidiaries or relatives during the year which may have potential conflict with interest of the company. There was no non-compliance during the last three years by the company on any matters related to capital markets. Consequently, neither anypenalties were imposed nor strictures passed on the company by Stock Exchanges, SEBI or any Statutory Authority.The companyhas complied with all the mandatory requirements of revised Clause 49.

(8) Means of Communication : The Quarterly results of the Company are published in English and Local Language newspapersas required under the Listing Agreement. All financial and other vital information are promptly communicated to the StockExchanges on which company’s shares are listed. At present the company is not having any website. Management discussionand analysis form a part of annual report and is given in a seperate chapter thereto.

(k) Dematerilisation of Shares and Liquidity:The Company is a Sick Industrial Company within the meaning of Section 3(1)(o) of The Sick Industrial Companies(Special Provisions) Act, 1985 and all its shares are held in physical form.

(l) Outstanding GDRs/ADRs/Warrant or any Convertible Instruments, Conversion date and likely impact on Equity:The Company has no GDRs/ADRs/or any convertible instrument.

(m) Plant Location :At Modinagar, District Ghaziabad(U.P.) 201204(n) Address for Correspondance:

Modi Industries Limited, Registered Office : P.O. Modinagar, District-Ghaziabad (U.P.), Pincode-201204.

Upto 500 682193 248 8946 19 20.62 0.61501-1000 96824 - 129 - 2.93 -1001-2000 97722 - 65 - 2.95 -2001-3000 39803 - 16 - 1.20 -3001-4000 29589 3520 9 1 0.89 8.644001-5000 27988 9005 6 2 0.85 22.105001-10000 92957 14344 13 2 2.81 35.2110001 and above 2242138 13624 53 1 67.75 33.44Total 3309214 40741 9237 25 100.00 100.00

(j) Distribution of Shareholding as on 31-03-2010

Distribution ofShareholding

Number of

Equity Shares of Rs. 10 each

Pref. Shares of Rs. 100 each

Number ofShareholders

Equity Shares Pref. Shares

% age ofShareholding

Equity Shares Pref.Shares

Venue:Modi Industries Transit House (Modi Industries Complex), Modinagar.

Financial Year Date Time2008-09 29-09-2009 03.00 P.M.2007-08 27-09-2008 11.00 A.M.2006-07 29-11-2007 03.00 P.M.

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MODI INDUSTRIES LIMITED12

CERCERCERCERCERTIFICATIFICATIFICATIFICATIFICATETETETETE

To The Members ofMODI INDUSTRIES LIMITEDModinagar.

We have examined the compliance of conditions of corporate governance by Modi Industries Limited,for the year ended on 31st March, 2010, as stipulated in clause 49 of the Listing Agreement of the saidCompany with Stock Exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the company for ensuringthe compliance of the conditions of the Corporate Governance. It is neither an audit nor an expressionof opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, thecompany has complied with the conditions of corporate governance for the year ended 31st March,2010 as stipulated in the above mentioned Listing Agreement except that the Chairman of the AuditCommittee did not attend the Annual General Meeting of the Company.

We state that no investor grievances are pending for a period exceeding one month against the companyas per the records maintained by the Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the companynor the efficiency or effectiveness with which the management has conducted the affairs of thecompany.

for and on behalf ofP. R. MEHRA & CO.,

Chartered Accountants,Regn. No. 000051N

ASHOK MALHOTRA PARTNER

M.No.82648

Place : New DelhiDated :12th August, 2010

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MODI INDUSTRIES LIMITED 13

AUDITORS’ REPORTTo The Members ofMODI INDUSTRIES LIMITED(1) We have audited the attached Balance Sheet of MODI INDUSTRIES LIMITED as at 31st March, 2010 and the Profit& Loss Account and Cash Flow Statement for the year ended on that date, both annexed thereto. The attachedBalance Sheet does not include Assets and Liabilities including Contingent Liabilities and quantitative details ofSteel Unit as at 31st March, 2010 but includes balances as on 31st March, 1992,except for reduction of: (i)unsecured loans by Rs.323.95 Lacs in view of write-back of Rs.278.95 Lacs during the financial year 2004-05 andpayment of Rs.45 Lacs during 2005-06 on account of one-time settlement of dues of a bank and (ii) net fixed assetsby Rs.655.75Lacs (Previous year Rs.649.37Lacs) on account of provision for depreciation for the period 01.04.1993to 31.03.2010 on opening balances of fixed assets as on 01.04.1992 as stated in Note 4(c) of Schedule 15. TheProfit and Loss Account does not include: (i) certain provisions as stated in Note 4(f) of Schedule 15 and (ii) loss,amount unascertained, of the Steel Unit for the year 1992-93 in view of non-incorporation of annual accounts of theSteel Unit for the above year. The Cash Flow Statement, except for certain adjustments made as stated in foot-note2 of cash flow statement, does not include adjustments for Cash Flows from investing/financing activities andchanges in current assets and liabilities of Steel Unit in view of non-availability of audited Balance Sheets of theUnit as on 31.03.2009 and 31.03.2010 (Refer Note 4 of Schedule 15). These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on these financial statements based onour audit.(2) Subject to paragraphs 1 & 3 of this report, we conducted our audit in accordance with auditing standardsgenerally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatements. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.(3) We report that :(A) The books of accounts, vouchers and other documents of the Steel Unit for 1992-93 were not made available

to us and consequently audit could not be conducted in respect of the same (Note 4 of Schedule 15 to AnnualAccounts). Therefore, as stated in Para 1 above, the attached Balance Sheet, Profit & Loss Account and CashFlow Statement does not include: (a) the financial data/impact of working results and of declaration of closure/post-closure transactions, which includes realization of depot sales/dues from debtors, provision/ payment offinal dues of employees and payments to various parties and manufacturing/ personnel/ administration expensesetc., of the Steel Unit for the year 1992-93 during which the Unit had operated for ten months the exclusion ofwhich, in our opinion, substantially impairs the presentation of above financial statements of the Companyespecially in view of the fact that (i) the assets and liabilities of Steel Unit constituted 28% and 43% respectivelyof the total Assets & Liabilities of the Company as at 31st March, 1992 and the Income & Expenditure of theSteel Unit constituted 30% and 32% respectively of the total Income & Expenditure of the Company for the saidyear which resulted in a loss of Rs.787.22 Lacs for the Unit and (b) impact on assets, liabilities and cash flowson account of non-incorporation of balance sheets for the years 1993-94 to 2009-10 as stated in note 4(c) ofSchedule 15.

(B) As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in termsof Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said order except for certain matters relating to Steel Unit of thecompany in view of non-availability of information / details on account of non-incorporation of: (i) annualaccounts of the Steel Unit for the year 1992-93 and (ii) balance sheets for the years 1993-94 to 2009-10 asstated in note 4(c) of Schedule 15 . (See Paragraph 3(A) above).

(C) Further to our comments in paragraphs 1 and 3(A) above and in the Annexure referred to in paragraph 3(B)above, we report that:(i) We have obtained the information and explanations, which to the best of our knowledge and belief were

necessary for the purpose of our audit of the Company except in case of Steel Unit in respect of which nodetails, information and explanations are available for the opening assets and liabilities as on 01.04.2009and for contingent liabilities and quantitative details etc. as on 01.04.2009 in view of non-incorporation of(i) accounts of Steel Unit for 1992-93 and (ii) balance sheets for the years 1993-94 to 2009-10 as statedin note 4(c) of Schedule 15. (See Paragraphs 1 and 3A above).

(ii) In our opinion, proper books of accounts as required by Law have been kept by the Company so far asappears from our examination of the books except in respect of Steel Unit, where audited balances ofopening assets, liabilities, contingent liabilities and quantitative details etc. as on 01.04.2009 were notavailable and consequently not incorporated in the books of account. (See Paragraph 3(A) above).

(iii) The Balance Sheet referred to in this report, is in agreement with the books of accounts of all units andaccounting centres taken together, other than Steel Unit, as on 31st March, 2010 as consolidated with theBalance Sheet of Steel Unit as stated in Note 4 (c)&(d) of Schedule 15 of Annual Accounts and hence is

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MODI INDUSTRIES LIMITED14

not in agreement with the books of account of the Company as a whole. Further, the Cash Flow Statementfor the year ended on that date, which does not include adjustments for Cash Flows from investing/financing activities and changes in current assets and liabilities in view of non-availability of auditedBalance Sheet of Steel Unit as on 31.03.2009 & 31-03-2010, is also not in agreement with the books ofaccount. (Refer foot-note 2 of cash flow statement). Except for non-incorporation of profit and lossaccounts of Steel Unit for the year 1992-93, the Profit and Loss Account is in agreement with the books ofaccounts.

(iv) In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts read together with the Accounting Policies and Notes thereon, so far as they relate to theremaining Units i.e. other than Steel Unit, give the information required by the Companies Act, 1956 in themanner so required except for non-disclosure of information relating to micro, small and mediumenterprises.( Refer note 15 of Schedule 15). In the case of Steel Unit, in view of non-incorporation ofbalance sheets of Steel unit as on 31.03.2010 and 31.03.2009 on account of non-availability andconsequently non-incorporation of audited opening balances as on 01.04.2009 and 01.04.2008 respectivelyof assets, liabilities, contingent liabilities and quantitative details etc., the accounts do not give theinformation required by the Companies Act, 1956 in the manner so required for the Company as awhole.(Refer Note 4 of Schedule 15).

(v) On the basis of written representations received from the directors and taken on record by the Board ofDirectors, none of the directors is disqualified, as on 31st March, 2010, from being appointed as a directorin terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.Further, the company has been legally advised that provisions of Section 274(1)(g) are prospective innature and the defaults made by it prior to 13th December, 2000, for non-payment of deposits/interest ondeposits on due dates and non-redemption of debentures on due dates, are not covered by Section274(1)(g) of the Companies Act, 1956, on which we have relied upon.

(D) (i) Understatement of accumulated losses on account of non-incorporation of impact of operational/working results/declaration of closure and post closure transactions of Steel Unit for the year 1992-93,amount/impact unascertained. (Refer Note 4 of Schedule 15 and Paragraph 3(A) above).(ii) Though the Company has incurred losses far in excess of paid-up capital/reserves and has beendeclared a sick company, the accounts have been prepared on a going concern basis for reasons statedin Note 20 of Schedule 15.(iii) Understatement of losses on account of:(1) Non-provision of depreciation on the value of buildings written-up consequent to revaluation, amountunascertained (Note 19);(2) Non-provision of earned leave encashment for Steel Unit, amount unascertained. (Note 28);(3) Non-provision of interest on loans, obsolete inventories, doubtful debtors/loan and advances andimpairment loss, etc. in Steel Unit as stated in Note 4(f) of Schedule 15 of Annual Accounts. Amount ofnon-provision not ascertained.(iv) (1) Non-provision of Income Tax Rs.224.75 Lacs (Previous year Rs.224.75Lacs) on excess pricerealization of free sale sugar.{Note 9(b)};(2) Non-provision of interest Rs.2.40 Lacs for the year and Rs.134.45 Lacs up to 31st March, 2010 ondisputed price of levy sugar (Note 8);(3)(a)Non-provision of late payment surcharge/recovery charges Rs.302.66 Lacs (Previous year Rs.302.66Lacs) {Note 10} and(b)Non-provision of demands of U.P. Power Corporation Limited of Rs.1311.49 Lacs (Previous yearRs.1311.49Lacs).{Note 4 f (vii) (c)}(4)Non-provision of disputed ESI demand Rs.57.69 Lacs (for the year Rs.1.17 Lacs) (Note 11);(5)Non-provision of disputed House-tax demand Rs.188.63Lacs (Previous year Rs.188.63 Lacs)(Note 12);(6)Non-provision of Gratuity Liability on actuarial basis for the period up to 30th September, 1987,Rs.84.82 Lacs (Previous year Rs.84.82 Lacs) {Note 14(a)};(7)Non-provision of simple, penal and compound interest of Rs.14240.33 Lacs (for the year Rs.2420.58Lacs)on term loans/debentures and public deposits {Note 21(a) and (g)} and interest/ bank charges Rs.1657.55Lacs (for the year Rs.243.57 Lacs) on cash credit from banks {Note 21(d)&(e)};(8)Non-provision of:(i) Sales-tax Rs.2455.78 Lacs excluding interest (Previous year Rs.2455.78 Lacs){Note 22(a)} and (ii) demands for sales-tax & penalty of Rs.175.24Lacs (For the year Rs.40.08 Lacs){Note 1(c) of Schedule 15}. Further, no due certificate of Sale-tax authorities is awaited for waiver ofbalance amount of interest and penalty as mentioned in Note 22(c);(9)Non-provision of Wages Rs.27.46 Lacs (Previous year Rs.27.46 Lacs) for the lock-out period(Note 24);(10)Non-provision of diminution Rs.80 Lacs (Previous Year Rs.80Lacs) in the value of a long-terminvestment.(Note 29);

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MODI INDUSTRIES LIMITED 15

Place: NEW DELHIDATED:12th August, 2010

for P.R. Mehra & Co.Chartered Accountants

Regn. No. 000051N

ASHOK MALHOTRAPARTNER

Membership No. 82648

(11) Non-provision of excise-duty Rs.167.43 Lacs (Previous Year Rs167.43 Lacs). (Note 35).(12) Non-provision of interest of Rs.77.37 Lacs and recovery charges of Rs.649.50 Lacs (Previous YearRs.726.87 Lacs) in view of the reasons stated in Note 41 of Schedule 15.(13) Non-provision of differential liability of Rs.848.12 Lacs (Previous year Rs.848.12 Lacs) of sugarcane price in view of reasons stated in note 43 of schedule 15.(14) Valuation of closing stock in Sugar Unit is higher by Rs. 453.12 Lacs. (Note 44).

(E) Subject to paragraph (D) above and change in the method of valuation of closing stock in Sugar Unit asstated in Note 44 of Schedule 15, in our opinion, the Profit & Loss Account and Balance Sheet, so far asthey relate to the remaining units i.e. other than Steel Unit, comply with the requirements of the AccountingStandards referred to in Sub-Section (3c) of Section 211 of the Companies Act, 1956. However, in view ofnon-availability and consequently non-incorporation of audited (i) opening balances as on 01.04.2009 ofassets, liabilities, contingent liabilities and quantitative details etc. and (ii) profit and loss account for1992-93 of Steel Unit (Refer Paragraph 3(A) above), the accounts do not comply with the requirements ofAccounting Standards referred to in Section 211(3c) of the Companies Act, 1956, for the Company as awhole.

(F) Confirmation of Debit/Credit balances of the debtors/ creditors/certain banks and of parties who havediscounted sale bills of Sugar Unit were not obtained. (Note 33 of schedule 15 and foot-note 2 ofSchedule 14).

(G) The Company has not deposited unpaid unclaimed public deposits and interest accrued thereon amountingto Rs.11.00 Lacs with Investor Education & Protection Fund. Further, unpaid amount of such unclaimeddebentures, if any, as on 31.03.2010 has not been identified. (Note 36)

(H) Cars costing Rs.119.27 Lacs (Previous Year Rs.100.09 Lacs) purchased in the name of employees/Corporate Advisor are yet to be transferred to the name of the company. However, these persons havegiven disclaimer in favour of the company. (Refer Foot-Note D of Schedule 4).

(I) We invite attention to note 39 regarding entering into agreements to sell 215 (previous Year 215) residentialquarters, note 40 (a) regarding entering into lease, including perpetual lease, agreements for 18428.46Sq. Meters out of total area of 6.75 Lac Sq. Meters approx. of factory land & buildings and note 40 (b)regarding entering into perpetual lease agreement for 1584 Sq. Mtrs. of factory land for which theapprovals of financial institutions, to whom these quarters and factory land & buildings are mortgaged,were not obtained.

(J) As stated in note 27(b) of schedule 15, the remuneration paid of Rs.11.12 Lacs to a Managing Director issubject to the approval of Central Govt.

(K) We further report that, without considering items mentioned at 3 (D) (i) to (iii) and 3(F) to 3(J) above, theeffect of which could not be determined, had the observations made by us in paragraphs 3D (iv) abovebeen considered, the profit for the year after appropriations of Rs.2090.91 Lacs would have been convertedinto loss of Rs.1070.01Lacs, debit balance of Profit and Loss Account would have been Rs.30435.63Lacs (as against the reported figure of Rs.7299.24 Lacs), total loan funds would have been Rs.29017.99Lacs (as against reported figure of Rs.13120.11 Lacs), Current Liabilities and provisions would havebeen Rs.24358.25 Lacs (as against the reported figure of Rs.17652.86 Lacs), Investments would havebeen Rs.718.11 Lacs (as against the reported figure of Rs.798.11 Lacs) and inventory would have beenRs.9810.36 Lacs (as against the reported figure of Rs.10263.48 Lacs).

(L) In view of the significance of our observations in paragraphs 1 and 3(A) to (K) above and especially in viewof the fact that the state of affairs would change substantially in case the profit & loss account for thefinancial year 1992-93 and balance sheet as on 31st March, 2010 of Steel Unit were included, which we areunable to quantify, we are of the opinion, the said accounts DO NOT give a true and fair view: (a) In thecase of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010, (b) in the caseof Profit & Loss Account, of the profit for the year ended 31st March, 2010 and (c) in the case of Cash FlowStatement, of the cash flows for the year ended on that date.

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MODI INDUSTRIES LIMITED16

ANNEXURE REFERRED TO IN PARA (3B) OF OUR MAIN REPORT OF EVEN DATEAs required by the Companies (Auditors’ Report) Order, 2003 and on the basis of such checks as were consideredappropriate and according to the information and explanations given to us, we further state that in our opinion:(A) The following matters reported at paragraphs (B) 2,6,9,11,12,15 and 16 do not cover Steel Unit since (i) the

accounts of the Steel Unit for the year 1992-93 has not been incorporated and consequently the audit of whichhas not been carried out and (ii) the balance sheets of Steel Unit for 1993-94 to 2009-10 have not beenincorporated due to non-availability of audited opening balances as on 01.04.1993. (Refer Note 4 of Schedule15 and paragraphs 1 & 3A of our main audit report).

(B) Subject to our comments in paragraph (A) above:(1) (a) Company’s Sugar Unit since inception and other Units since November, 1968, have generally maintained

proper records including quantitative details and situation of their major fixed assets except for : (i)locations incase of furniture and fixture and (ii) recording of additions/deletions of certain previous years in Sugar &Distillery units. Fixed asset register of Steel Unit has not been produced to us. No physical verification ofassets have been conducted by the Management since 1989 in sugar, steel and distillery Units and ofCorporate office and since 2001-02 in respect of other units.(b) The Company has not disposed off substantial part of Fixed Assets during the year.

(2) (a) The inventory of the company, except in respect of stores and spare parts in paint & gas units, has beenphysically verified during the year by the management. In respect of stocks lying with C&F/ Consignee Agents,these have substantially been confirmed.(b) Subject to foregoing, the procedures of physical verification of inventory followed by the management werefound reasonable and adequate in relation to the size of the Company and the nature of its business.(c) On the basis of our examination of records of inventory, the company has maintained proper records ofinventory and the discrepancies noticed on verification between the physical stocks and book records werenot material.

(3) The Company has not given/taken any loans, secured or unsecured to/from companies, firms or other partiescovered in the register maintained u/s 301 of the Companies Act, 1956 except for : (i) unsecured interest freeloan given to a company of Rs.4.01Lacs (net) during the previous years, the terms and conditions of which areprima facie not prejudicial to the interest of the Company and repayment of the principal amount will be as per theterms of sanctioned rehabilitation scheme of that company and (ii) unsecured loan of Rs.7.25 Lacs taken fromtwo subsidiaries of the company, the rate of interest and terms and conditions of which are prima facie notprejudicial to the interest of the Company. We are unable to comment on the rate of interest and terms andconditions with the two companies covered in the register maintained u/s 301 of the Companies Act, 1956 inview of pending execution of terms of settlement with those companies to whom Punjab National Bank, IDBIand IFCI have agreed to assign their debts in view of the one time settlement of their dues. (Refer note 4(f)(i)of schedule 15 of annual accounts). The company has taken interest free loan of Rs.149.88 Lacs from acompany covered in the register maintained under section 301 of the Companies Act, 1956, the terms andconditions of which are not prejudicial to the interests of the company.

(4) There are generally adequate internal control procedures commensurate with the size and nature of theCompany’s business for the purchase of inventory and fixed assets and for the sale of goods. Some of the keyareas including recovery from customers and balance confirmation of customers/suppliers/parties who havediscounted sale bills of Sugar Unit of the company needs to be strengthened. During the course of our audit,except as stated above, we have not observed any continuing failure to correct major weaknesses in internalcontrols.

(5) (a) To the best of our knowledge and belief and according to the information and explanations given to us, weare of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act readwith note 4(f)(i) (b & c) of schedule 15 of annual accounts have been entered in the register maintained underthat section.(b) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of contracts or arrangements entered in the register maintained under section 301 of the CompaniesAct, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been madeat prices which are reasonable having regard to prevailing market prices at the relevant time (refer paragraph3 above).

(6) In our opinion and according to the information and explanations given to us, the Company has complied with theprovisions of Sections 58A, 58AA or any other relevant provisions of the Act and the Rules framed there under.Further, due to accumulated losses, deposits outstanding as on 31st March, 2010 are in excess of the limit.Matured/ Claimed and unclaimed deposits amounting to Rs.122.24 lacs and interest accrued are outstandingas on 31st March, 2010. (Refer paragraph 3 (G) of our main report).The Company Law Board (CLB) vide itsorder dated 13th December,1991,inter-alia, directed the company to pay principal amount of the depositscommencing from April, 1992 with a moratorium of 3 years from the date of the original maturity of the deposits.Against the above order, the company filed writ petition before Hon’ble Allahabad High Court and vide its orderdated 25th February1992, the court directed that no penal action shall be taken against the company inpursuance of the order of CLB. We are informed that the matter is still pending for final adjudication of thecourt.

(7) In our opinion, the company has an Internal Audit System commensurate with the size and nature of its businessexcept in respect of corporate office and Steel Unit where no internal audit is being conducted.

Page 17: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 17

(8) (a) We have broadly reviewed the books of account and other records maintained by the Company in respectof manufacture of Sugar, Gas and Distillery Units pursuant to the Rules made by the Central Government for themaintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion thatprima facie, the prescribed accounts and records have been made and maintained. We have not, however,made a detailed examination of the records with a view to determining whether they are accurate or complete.(b) To the best of our knowledge and according to the information given to us, the Central Government has notprescribed maintenance of cost records under section 209(1)(d) of the Companies Act,1956, for any otherproduct of the company. Further, Vanaspati and Steel Units are lying closed and hence no cost records arerequired to be maintained.

(9) (i) During the current year, the company was regular in depositing with the appropriate authorities undisputedstatutory dues except in following cases:(a) Sugar and Distillery units of the company were not regular in deposit of Provident Fund (PF), FPS dues andinterest on overdue PF/FPS.(b) In respect of excise-duty, fringe benefits tax and Tax Deducted at source, these have been regularlydeposited though there have been delays generally in Sugar Unit and in a few cases of tax deducted at sourcein Distillery unit. In respect of tax collection at source, there have been few delays in Distillery & Sugar Units.In respect of sales-tax/ vat, these have been regularly deposited though there has been a slight delay in fewcases in sugar unit and in a few depots of Paint & Electrode Units of the company.(c) Investor Education and protection fund :

As on 31stMarch,2010, there were public deposits amounting to Rs.8.46 Lacs which has remained unclaimedand unpaid for a period of more than seven years and interest accrued but not paid on these unclaimeddeposits till the date of maturity amounts to Rs.2.54 Lacs . Details of unclaimed and unpaid debentures for aperiod of more than seven years have not been ascertained. These amounts have not been deposited withInvestor Education and Protection Fund (Refer Note 36 of Schedule 15 of Annual Accounts).(ii) On the basis of such checks as were considered appropriate and according to the information and explanations given to us, Statement of Arrears of unpaid Undisputed Statutory Dues (excluding of Steel Unit) outstanding for more than six months as on 31st March, 2010 as per books of account are as under:

Nature of dues Amount (Rs. In Lacs)Provident Fund/FPS 30.58Interest on Provident Fund/FPS 107.10Tax deducted at source /Tax collection at source 11.76Interest on TCS/FBT/Water Cess 6.39Excise duty 4.28U.P. Trade Tax/CST 1291.71

(iii) According to the records of the company and based on information and explanations furnished to us, the following customduty, Excise duty, Income-tax and sales-tax dues (excluding unascertainable amounts and of Steel Unit) were not depositedon account of disputes pending at various forums:

Name of Statute Nature of the Dues Amount of dues(Rs. in Lacs)

Amount deposited underprotest (Rs. in Lacs)

Period to Which theamount relates

Forum where disputeis pending

U. P. VAT Act VAT Tax, Penalty, Interest,Exemption to New Units

2655.02 50.02 1987-88, 1989-90 to 1992-93,May 91 to March 96

Allahabad High Court

Central Sales Tax 71.52 29.55

1992-93

Commercial Tax TribunalGhaziabad

Central Sales Tax 47.64 _ 1988-89

State Tax 15.79 1.79

1991-92

Dy. Commissioner(A) States

Income Tax Act_

1981-82Income Tax 224.75 217.871-3-2001 to 25-04-2001 Civil Court, Ghaziabad

VAT Tax and Penalty 284.60 25.26 1982-83to1984-85 and 1986-87,1988-89and 2007-08

Jt. Commr.(A) Ghaziabad

State Sales Tax Act

Central Sales Tax 93.98 6.85

2005-06 and 2009-10

Allahabad High Court

VAT Tax and Penalty @470.77 308.01 1984-85,1985-86, 1994-95to 1997-98, 1999-2000, to 2001-02,

Commercial Tax TribunalGhaziabad

State Tax 10.56 0.20 1992-93 Addl. Commr. Sales Tax, Delhi

Penalty(HGST) 0.30 _

1988-89 to 1992-93

Tribunal Sales Tax, Chandigarh

Central Sales TaxAct (States) Central Sales Tax 1.92 0.29

1989-90 to 1993-94,1998-99and 2006-07

Appellate Authority/DC(Appeals)

Central Excise &Custom Act *43.91

Supreme Court of India

167.45 50.00

Custom Duty

0.4927.32 _

1985-862004-05

CESTAT

Delhi High Court

Jt. Commr.(A) Ghaziabad

@ Provided for Rs. 82.60 Lacs in the Accounts. * Provided for in the Accounts. ** Provided for Rs. 32.20 Lacs in the Accounts.

VAT Tax 0.56 0.44 Dy. Commr.(Assessment)Modinagar

1985-86, 1994-95 to 1997-98,1999-2000, to 2000-01,

1.26 Commr. of Central Excise (Appeals),Ghaziabad

Central Sales Tax 1.01 _ 2005-06 Dy. Commr.(Assessment), Modinagar

Excise Duty 0.70 _ 2002-03 and 2003-04

Excise Duty Delhi High Court0.25 Allahabad High Court

**49.935.00

0.20__

1996-97,1997-98,1999-2000,2001-02 to 2007-08Feb.1981-Feb.1987, 2002-03to 2005-06 CESTATInformation not Available1996-97 and 2008-09

Information not Available

Central Sales Tax Act

Page 18: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED18

(10) In our opinion, after considering the effect of the qualifications on the figures of cash/accumulated losses asper Profit & Loss Account , the accumulated losses of the Company at the end the Financial Year exceeds itsnet worth and the company was declared a sick industrial undertaking on 14th March,1991 and the Companyhas incurred cash losses in this Financial Year and in immediately preceding financial year.

(11) In our opinion, and according to the information and explanations given to us, the Company has defaulted inrepayment of dues to Financial Institutions, banks and debenture-holders of the Company. The details ofdefaults and period of defaults are as under:

* excluding amount relating to Steel Unit but including dues of IDBI/IFCI relating to other units. Refer note 4f(b) ofSchedule 15 & paragraph A above.(12) According to the information and explanations given to us, the company has not granted loans and advances on

the basis of any security by way of pledge of shares, debentures and other securities.

(13) The provisions of any special statute as specified under Clause 4 (xiii) of the Order are not applicable to the Company.

(14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly

the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(15) In our opinion, and according to the information and explanations given to us, during the current year, the Company has not

given any guarantee for loans taken by others from Banks or Financial Institutions. However, in the past, the Company had

given guarantees/ undertakings as mentioned in Note 6 of Schedule 15 of Annual Accounts in respect of certain Companies

(which presently have become Sick Industrial Undertakings) to financial Institutions.

(16) In our opinion, and according to the information and explanations given to us, term loans were applied for the

purpose for which loans were raised.

(17) According to the information and explanation given to us and on an overall examination of the balance sheet of the

company, we report that the no funds raised on short-term basis have been used for long-term investment.

(18)The Company has not made any preferential allotment of shares during the year.

(19) The Company has created security in respect of debentures issued in the past.

(20) The Company has not raised any money by way of public issue during the year.

(21) According to the information and explanations given to us, no fraud on or by the company has been noticed or

reported during the course of audit.

for P.R. Mehra & Co.Chartered AccountantsRegn. No. 000051N

ASHOK MALHOTRAPARTNER

Membership No. 82648New DelhiDated:12th August, 2010

(Rs. in Lacs)

Particulars Loan Amount Interest including Total dues* Period of default of principalunprovided interest amount

Loans from 423.13 9163.21 9586.34 Loan amounts due for 18 yearsFinancial Institutions i.e. since 1991-92Loan from Banks 40.55 1675.17 1715.72 Entire amount due. Refer note 21(c)( Cash Credit /Overdraft) of Schedule 15

537.36 8735.86 9273.22 Rs. 53 Lacs due since August 1990Debentures Rs . 30 Lacs due since December 1994

Rs 454.36 Lacs due sinceFebruary 1995 to February 1997.

Total 1001.04 19574.24 20575.28

Page 19: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 19

BALANCE SHEET AS AT 31ST MARCH, 2010

DESCRIPTION PER SCHEDULE AS AT AS AT31.3.2010 31.3.2009

SOURCES OF FUNDS Rs. Lacs Rs. Lacs Rs. Lacs

Shareholders’ Funds

(a) Share Capital 1 371.42 371.42(b) Reserves & Surplus 2 4224.28 44221.04

4595.70 4592.46

Loan Funds 3

(a) Secured Loans 8302.60 9682.34(b) Unsecured Loans 4782.40 3651.59(c) Deferred Credits 35.11 35.11

13120.11 13369.04

17715.81 17961.50APPLICATION OF FUNDSFixed Assets 4

(a) Gross Block 17275.36 16937.05(b) Less: Depreciation 7928.96 7429.04

9346.40 9508.01Capital Work in Progress 111.88 168.06Investments 5 798.11 788.32

Net Current Assets(a) Current Assets,

Loans and Advances 6 17801.97 11756.94(b) Less:Current Liabilities

& Provisions 7 17652.86 13661.05149.11 (1904.11)

Miscellaneous Expenditure(to the extent not written off or adjusted)Deferred Revenue Expenditure 11.07 11.07

Profit & Loss Account 7299.24 9390.1517715.81 17961.50

Accounting Policies,Contingent Liabilities & Notes. 15

As per our report attachedfor P.R. Mehra & Co. Krishan Kumar ModiChartered Accountants Rakesh Kumar ModiRegn. No. 000051N Suraj Parkash Modi

Manish ModiAbhishek Modi

Ashok Malhotra Mahendra Kumar Modi Santosh Kumar AggarwalPartner Ajay PS Saini Umesh Kumar Modi Krishna KumarJainMembership No.82648 Company Secretary Managing Directors Directors

Dated: 12th August, 2010New Delhi

Page 20: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED20

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

DESCRIPTION PER SCHEDULE This Year Previous Year

INCOME Rs. Lacs Rs. Lacs Rs. Lacs

Sales & Services 8 23786.21 30606.44

Less: Excise Duty 2282.45 8523.5721503.76 22082.87

Other Income 9 726.22 454.16

22229.98 22537.03

EXPENDITUREMaterials, Manufacturing & Others 10 14975.10 16862.60Excise duty on stock 77.62 (56.73)Personnel 11 2613.60 2622.34Administration & Selling 12 2099.42 2176.73Managerial Remuneration 13 16.37 5.63

19782.11 21610.57PROFIT before Interest, Depreciation & Exceptional Items 2447.87 926.46EXCEPTIONAL ITEMS:

Electricity Expense for earlier years {Notes 4(f) (vii)} (243.37) —Amount written back {Notes 4(f) (viii)} 472.65 —Excess provision for interest written back 735.18 —

{Notes 21(a) (i) & (f)} 964.46 —PROFIT before Interest and Depreciation 3412.33 926.46

Interest {Notes 4(f) (i),21,25 and 41} 789.41 551.06Depreciation 528.24 470.16

1317.65 1021.22OPERATING PROFIT/(LOSS) FOR THE YEAR 2094.68 (94.76) BEFORE APPROPRIATION

Profit/(Loss) from continuing operations 1927.50 (55.75)Profit/(Loss) from discontinuing 167.18 (39.01) operations {Notes 4(e) and 34}Profit/(Loss) before Taxation 2094.68 (94.76)Less: Fringe Benefit Tax 0.53 30.49Profit/(Loss) after Taxation 2094.15 (125.25)Less: Transfer to Molasses Storage Fund 3.24 3.49

PROFIT/(LOSS) FOR THE YEAR AFTER APPROPRIATION 2090.91 (128.74)Profit/(Loss) of Steel Unit for previous years (Note 4) 14 — (687.81)

NET PROFIT/(LOSS) 2090.91 (816.55)Add: Loss brought forward from last year 9390.15 8573.60Loss carried over to balance Sheet 7299.24 9390.15Earnings per share (Rupee) (Note 38) 63.10 (3.97)

As per our report attachedfor P.R. Mehra & Co. Krishan Kumar ModiChartered Accountants Rakesh Kumar ModiRegn. No. 000051N Suraj Parkash Modi

Manish ModiAbhishek Modi

Ashok Malhotra Mahendra Kumar Modi Santosh Kumar AggarwalPartner Ajay PS Saini Umesh Kumar Modi Krishna KumarJainMembership No.82648 Company Secretary Managing Directors Directors

Dated: 12th August, 2010New Delhi

Page 21: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 21

SCHEDULE 1: SHARE CAPITAL

DESCRIPTION AS AT AS AT31.3.2010 31.3.2009

Rs. Lacs Rs. Lacs Rs. LacsAUTHORISED

40,00,000 Equity Shares of Rs.10/- each 400.00 400.001,00,000 Redeemable Cumulative 100.00 100.00

Preference Shares of Rs.100/- each500.00 500.00

ISSUED & SUBSCRIBED33,09,214 Equity Shares of Rs.10/- 330.92 330.92

each fully paid-upLess: Calls in Arrears 0.24 0.24(See note 1 below)

330.68 330.6840,741 15% Redeemable Cumulative Preference Shares

of Rs.100/- each fully paid-up. 40.74 40.74(See note 2 below)

371.42 371.42

1. Of the above Equity Shares :(a) 2,40,000 and 6,28,370 Equity Shares are allotted as fully paid-up by way of Bonus Shares by capitalisation of

share premium account and reserves respectively.(b) 1,09,896 Equity Shares are allotted as fully paid-up otherwise than for cash pursuant to a scheme of arrangement

for the Amalgamation of Modi Food Products Company Limited and Modi Supplies Corporation Limited with thisCompany.

(c) 12,59,800 Equity Shares as fully paid-up issued on conversion of a portion of Debentures.(d) Rs.1.29 Lacs were adjusted against dividend payable to the Shareholders and Rs.17.48 Lacs were adjusted

against earlier deposits and other dues owing by the Company to the allottees of shares.2. In view of the approval obtained from both equity and preference shareholders, the redemption of these

preference shares, which was originally redeemable at par at the option of the company in whole or in part butnot later than 10 years from the date of issue i.e. by 31st March, 2000 was extended to 31st December, 2010 atpar with an option to the Company, on giving three months notice to the shareholders, to redeem the saidpreference shares at any time after 31st December, 2000.

SCHEDULE 2: RESERVES & SURPLUS

DESCRIPTION AS AT ADDITIONS TRANSFER OR BALANCE31.3.2009 ADJUSTMENT AS AT

31.3.2010

Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs

Capital Reserve 459.34 — — 459.34

Capital Redemption Reserve 25.11 — — 25.11

Share Premium Account 22.57 — — 22.57

Revaluation Reserve 3538.72 — — 3538.72

Debenture Redemption Reserve 113.00 — — 113.00

Molasses Storage Fund 62.30 3.24 — 65.54

4221.04 3.24 — 4224.28

Page 22: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED22

SCHEDULE 3: LOAN FUNDSDESCRIPTION AS AT AS AT

31.3.2010 31.3.2009SECURED Rs. Lacs Rs. Lacs Rs. Lacs

Debentures {Note 1below & Note 21 (a) (i) of Schedule 15} 538.36 738.36Less: Calls in Arrears 1.00 1.00

537.36 737.36Interest accrued and due {Note 21 (a) (i) of Schedule 15} 3052.74 3755.42Banks (Note 2)

Cash Credits/Term Loan/Overdraft 1480.58 1925.13Interest/Other Charges Accrued and due 17.61 50.12

Others (Note 3) 1506.85 1506.85Interest accrued and due 1707.46 1707.46

8302.60 9682.34UNSECURED

Fixed Deposits 122.24 126.88Interest accrued and due 298.44 299.97Short Term Loans and Advances :

(a) From Others 3710.77 2769.99(b) Interest accrued and due 647.96 451.76

Interest accrued and due (others) 2.99 2.994782.40 3651.59

DEFERRED CREDITS (See Note 7 of Schedule 15) 35.11 35.1113120.11 13369.04

NOTES :(1) DEBENTURES

(a) (i) 5,300-15% Mortgage Debentures of Rs.1000/- each redeemable upto 20th August, 1990 and due forpayment.1,000 Debentures redeemed during the year 1998-99 for which discharged debenture certificatesnot yet received.

(ii) 1,00,000-15% Mortgage Debentures of Rs.100/- each redeemable at 5% premium on the expiry ofseventh year from the date of allotment i.e. 26th September, 1984 and paid during the year. {Note 21(a)(i)}

(iii) 1,00,000-15% Mortgage Debentures of Rs.100/- each redeemable at 5% premium on the expiry ofseventh year from the date of allotment i.e. 16th May, 1985 and paid during the year. {Note 21(a)(i)}

(iv) 30,000-15% Mortgage Debentures of Rs.100/- each redeemable at 5% premium on the expiry of seventhyear from the date of allotment i.e. 18th December, 1987 and due for payment.

(v) 2,27,680 -12.5% Mortgage Debentures (Non-Convertible part of Rs.200/- each) redeemable in threeyearly instalments of Rs.65.00, Rs.65.00 and Rs.70.00 respectively commencing from the expiry ofseventh year from the date of allotment i.e. 29th Feb 1988 and due for payment.

(b) The above debentures are secured by Joint Mortgage of all fixed assets present and future by hypothecationof the said assets and by deposit of title deeds relating to company’s immovable properties, floating chargeson all movable/current assets, other than assets referred in clauses 2,3 (b, c and d).

(2) BANKSCash Credits of Rs.1480.58 Lacs and interest accrued and due of Rs. 17.61 Lacs are secured by hypothecationof Stock of Raw Materials, Stocks-in-Process, Finished Goods, Stores and Spares and Book Debts andguaranteed by a Managing Director {Refer Note 4(f)(i)(a) of Schedule 15}.

(3) OTHERS(a) Loans aggregating to Rs.1,377.87 Lacs (IDBI Rs.627.74 Lacs, ICICI Rs.235.00 Lacs, IFCI Rs.287.66 Lacs, LIC

Rs.138.97 Lacs, GIC and its subsidiaries Rs.88.50 Lacs) are secured against securities as mentioned in 1(b)above {Refer Note 4(f)(i) (b & c)of Schedule 15}.

(b) Loan of Rs.8.08 Lacs from Government of Uttar Pradesh under the Industrial Subsidised Housing Scheme issecured by 1st Mortgage of Land and tenaments constructed under the Scheme.

(c) Loan from IDBI under Technical Development Fund Scheme amounting to Rs.74.70 Lacs is secured againstElectrolyser and Copper Electrodes Machine {Refer Note 4(f)(i) (b)(i)of Schedule 15}.

(d) Loan from IFCI under Equipment Finance Scheme amounting to Rs.46.20 Lacs is secured against EffluentTreatment Plant {Refer Note 4(f)(i) (b)(ii) of Schedule 15}.

* Including Rs.0.02 Lacs from Directors (As at 31st March, 2009 Rs.0.02 Lacs)

*

Page 23: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

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Page 24: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED24

SCHEDULE 5: INVESTMENTS (Net of Provisions)DESCRIPTION FACE VALUE COST

AS AT AS AT AS AT31.3. 2010 31.3. 2010 31.3. 2009

OTHER THAN TRADE Rs.Lacs Rs.Lacs Rs.Lacs(LONG TERM)(1) QUOTED : AT COST

* 75551.226 Units of Rs.10/-each in UTI 25.84 25.84 16.05Infrastructure Fund Growth Plan(Net of provision for dimunition in Value ofRs. NIL, Prev. Year Rs. 9.79 Lacs)

EQUITY SHARESUnder the Same Management700000 Fully paid-up Shares of Rs.10/- 70.00 20.00 20.00

each in Modipon Limited1999960 Fully paid-up Shares of

Rs.10/- each in Bihar 200.00 200.00 200.00Sponge Iron Limited

Others800000 Fully paid-up Shares of 80.00 80.00 80.00

Rs.10/- each in ModiRubber Limited (Note 29)

62755 Fully paid-up Shares of 6.28 — —Rs.10/- each in Lords ChloroAlkali Ltd(LCAL).(Net of provisionfor diminution in Value of Rs. 6.28 lacs)

4 Fully paid-up Shares — 0.01 0.01of Rs.10/- each in Mukand Ltd.

1 Pref. Share in Mukund Ltd.of Rs. 10/- each — — —Aggregate Amount 382.12 325.85 316.06

Aggregate Market Value Rs.365.23 Lacs (Previous Year Rs. 191.25 Lacs)

(2) UNQUOTED : AT COST GOVERNMENT SECURITIES:**Government Securities 0.11 0.11 0.11 (Lodged as Security)EQUITY SHARESUnder the same ManagementSubsidiary Companies21450 Fully paid-up Shares of 21.45 21.45 21.45

Rs.100/- each in YourInvestment (India) Limited

13200 Fully paid-up Shares of 13.20 13.20 13.20Rs.100/- each in OwnInvestment (India) Limited

Others1050000 Fully paid-up Shares of 105.00 437.43 437.43

Rs.10/- each in IndofilOrganic Industries Limited

1200 Partly paid-up Shares of 0.12 0.07 0.07Rs.10/- each (Rs.3.50 paid-up)in Vital Chemicals Pvt. Ltd.(Transfer refused by theBoard-matter in dispute before the Court)Aggregate Amount 139.88 472.26 472.26

522.00 798.11 788.32* Corporate Lien marked on these Infrastructure Fund Units.

* *U. P. State Electricity Board Bonds 6% 1982 Face Value of Rs.0.11 Lacslisted but not quoted.

SCHEDULE 6: CURRENT ASSETS, LOANS AND ADVANCESDESCRIPTION AS AT AS AT

31.3.2010 31.3.2009(A) INVENTORIES Rs.Lacs Rs.Lacs

STORES & SPARES, STOCK-IN-TRADEAS PER INVENTORIES TAKEN, VALUEDAND CERTIFIED BY THE MANAGEMENT :Stores & Spares Parts (Note1 below) 819.02 826.13Loose Tools 24.60 24.68STOCK-IN-TRADEFinished Goods 8485.36 4033.39Goods-in-Process 474.48 314.74Raw Materials 383.69 302.29Raw Material( in Transit) 76.33 39.07

10263.48 5540.30(B)SUNDRY DEBTORS

(a) DEBTS OUTSTANDING FOR A PERIODEXCEEDING SIX MONTHSFully Secured 5.87 5.15Unsecured Good 409.19 387.76Unsecured Doubtful (Note 2 below) 490.56 482.48

(b) OTHER DEBTSFully Secured 110.31 106.22Unsecured Good 2619.53 2221.80Unsecured Doubtful — —

3635.46 3203.41Less: Provision for Doubtful Debts 490.56 482.48

3144.90 2720.93(C) CASH AND BANK BALANCES

Cash in hand 15.52 24.02Cheques and drafts in handand for collection 149.10 38.73With Scheduled Banks inCurrent Accounts 300.53 339.42FDR/Savings Account 63.33 62.11(Molasses Storage Fund)(Note 6 below)Fixed Deposits (Pledged as 1759.07 1777.95Security /Margin Money Rs.311.02Lacs.(PreviousYear Rs. 282.75Lacs)

2287.55 2242.23(D) OTHER CURRENT ASSETS

Interest accrued (Note 3 below) 27.81 44.21(E)LOANS AND ADVANCES

Unsecured GoodAdvances recoverable in cash or 1104.80 453.75in kind or for value to be received(including Rs.159.41 Lacs considered doubtful-Previous Year Rs. 159.44Lacs)(Note 4 below)Inter Unit balances (Note 4 of Schedule 15) 326.27 26.69Loans to others (including employees) 27.62 28.43Deposits with Excise Authorities 63.95 154.55(including unutilised CENVAT balance)Security Deposits(including Rs.10.38 Lacs 407.19 389.03considered doubtful-Previous Year Rs.10.38 Lacs)(Note 5below)Advance Income-tax including 318.19 326.64Tax deducted at source 2248.02 1379.09Less: Provision for doubtful advances 169.79 169.82

2078.23 1209.2717801.97 11756.94

Notes:(1) Stores & Spares include materials given on loan

on returnable basis against security deposit as under:(a) With Companies under the same Management:

Modipon Limited 6.27 6.27(6.18) (6.18)

(b) Others 11.28 11.28(Figures in bracket represent the amount of security) (16.75) (16.75)

(c) Stores in Transit 1.62 2.52(2) Includes due from a Company under the same

Management (Modipon Ltd.) 3.78 3.78(Maximum Balance during the year Rs. 3.78 Lacs)(Previous Year Rs. 12.18Lacs)

(3) Includes interest on :Investment 0.07 0.07Deposits with Banks 27.74 44.14

(4) (a) Includes due from a company under the samemanagement(Modipon Ltd.) 10.63 —(Maximum balance during the year Rs.18.69 Lacs)(Previous year Rs.7.01 Lacs)(b) Includes due from a subsidiary company 0.39 0.31(Maximum balance during the year Rs.0.46 Lacs)(Previous year Rs.0.37 Lacs)(c)Includes due from Managing Directors — 0.29

(5) Includes security given against quarters 66.65 57.50(6) These FDRs are in the joint name of Modi Sugar Mills

and Inspector, Molasses(Excise)

Page 25: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 25

SCHEDULE 7: CURRENT LIABILITIES AND PROVISIONSDESCRIPTION AS AT AS AT

31.3.2010 31.3.2009(A)CURRENT LIABILITIES Rs.Lacs Rs.Lacs

Acceptances 33.05 33.05Sundry Creditors (Note 15 & 23 of Schedule 15) 12575.83 8899.78Interest Accrued but not due on loans 61.45 61.45Statutory Liabilities 2020.62 1992.42Employees dues 665.80 593.07Security from Employees 0.40 0.37Due to Managing Directors/Directors 1.46 1.46Advance against Quarters(Note 39 ) 504.50 504.50

TOTAL ‘A’ 15863.11 12086.10(B)PROVISIONS

For Taxation(a) 68.08 68.08*For GratuityAs per last Balance Sheet 1085.25 955.14Add: Provided during the year 179.57 206.78Less:Paid during the year 80.78 76.67Sub Total(b) 1184.04 1085.25For Leave EncashmentAs per last Balance Sheet 128.75 107.06Add: Provided during the year 38.05 53.07Less:Paid during the year 21.29 31.38Sub Total(c) 145.51 128.75For Excise Duty on Closing Stock(d) 343.30 220.77For Fringe Benefit TaxAs per last Balance Sheet 12.12 16.75**Provided during the year — 30.23Less:Paid during the year 12.12 34.86Sub Total(e) — 12.12For IncentivesAs per last Balance Sheet 59.98 100.93Add: Provided during the year 88.67 101.87Less:Paid during the year 78.69 134.60Less:Excess provision written back 21.14 8.22Sub Total(f) 48.82 59.98

TOTAL ‘B’(a) to (f) 1789.75 1574.95 TOTAL (“A” +“B”) 17652.86 13661.05

* Includes for Managing Directors. 3.35 3.35* * Excludes for Steel Unit — 0.52

SCHEDULE 8: SALES & SERVICES

DESCRIPTION THIS PREVIOUSYEAR YEAR

Rs.Lacs Rs.LacsGross Sales(Net of trade discounts & rebates) 23176.52 30136.79Add: Sales of By-product 644.88 505.31

23821.40 30642.10Less: Returns 64.51 62.87Net Sales 23756.89 30579.23Hire of Gas Cylinders 19.84 19.75Processing Charges & Others 9.48 7.46

23786.21 30606.44

SCHEDULE 9: OTHER INCOMEDESCRIPTION THIS PREVIOUS

YEAR YEARRs. Lacs Rs.Lacs

Rent Realised (Note 1 below) 153.16 123.78Interest (Note 2 below) 122.02 115.34Dividend Income from Investments 21.00 10.50Profit on :

Bargain — 1.42Sale of Raw Materials & Stores 1.21 0.01Sale of Fixed Assets 4.81 0.34

Miscellaneous 118.60 112.82Dharmada Received 2.93 4.85Claims Received 11.92 27.13Excess Provision/Unclaimed Balances/ 263.59 35.32 Amount Written back(Note 17 of schedule 15)Security Forfeited (Cylinders) — 0.77Commission/ Royality received 26.98 21.88

726.22 454.16Notes:(1) Includes tax deducted at sources 4.31 1.23(2) (a) Consists of

Bank Deposits 104.66 93.70Staff Loans 2.45 2.39Others 14.91 19.25

(b) Tax deducted at source 9.33 9.61

SCHEDULE 10: MATERIALS, MFG. & OTHERSDESCRIPTION THIS PREVIOUS

YEAR YEARRs. Lacs Rs. Lacs Rs. Lacs

RAW MATERIALS CONSUMED 17362.23 12720.82GOODS PURCHASED FOR SALES 141.34 188.45MANUFACTURING

Stores & Spares 908.25 1610.46Power, Coal & Fuel 371.01 410.37Carriage & Siding 18.42 12.72Repairs to Plant & Machinery 564.29 807.38Cane Development Expenses 27.12 28.40Repairs to Buildings 154.01 132.95Processing Charges & Others 40.14 80.81

2083.24 3083.09DECREASE/INCREASE IN STOCKS

OPENING STOCKSFinished Goods 4033.39 4919.46Goods-in-Process 314.74 298.91

4348.13 5218.37LESS:CLOSING STOCKSFinished Goods 8485.36 4033.39Goods-in-Process 474.48 314.74

8959.84 4348.13(4611.71) 870.2414975.10 16862.60

SCHEDULE 11 : PERSONNELDESCRIPTION THIS PREVIOUS

YEAR YEARRs. Lacs Rs. Lacs

Salaries and Wages 1847.96 1836.49Gratuity* 177.00 209.16Bonus 194.50 180.32Contribution to Provident Fund etc. 148.27 156.98Staff and Labour Welfare Expenses 244.34 239.28Workmen Compensation 1.53 0.11

2613.60 2622.34* Includes for Steel Unit (2.57) 2.38

SCHEDULE 12: ADMINISTRATION & SELLINGDESCRIPTION THIS PREVIOUS

YEAR YEAR

Rent 32.13 31.79Rates & Taxes 43.58 141.47Insurance 29.72 34.26General Office Expenses 491.52 431.89 (including Telephone, Printing & Stationery, Car Expenses, Electricity, Advertisement etc.)Legal & professional Expenses 308.41 215.87Directors’ Sitting Fee 0.41 0.33Travelling Expenses 250.38 223.03Auditor’s Remuneration (Note 1) 11.93 10.16Sales-Tax paid 6.56 2.18Freight/Transport Forwarding etc. 406.66 415.72Commission to Sel l ing/C&F/Cons ignee Agents* 350.16 424.54Donation & Dharmada Disbursed 3.30 2.56Discounts & Sales Promotion 143.78 177.34Bad Debts Written OffClaims/Amount written off

Less:Adjusted against existing Provision for Doubtful 0.99 Debts and AdvancesProvision for Doubtful Debts and Advances 10.10 3.64Assets Written Off (Net) (Note 2) 4.62 4.20Loss on Sale of Assets (Note 3) 2.74 4.65Provision for Obsolete Stores — 5.00Provision for dimunition in Value of investments — 9.79Provision for excess sales realisation — 37.32(Note 17 of schedule 15) 2099.42 2176.73* includes commision to C&F/ Consignee Agents 55.76 78.76

5.82 0.19

1.963.515.472.05 3.42

Rs. LacsRs. Lacs Rs. LacsRs. Lacs

6.015.02

Page 26: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED26

N o t e s :(1) Auditors Remuneration

(a) As Auditors 4.69 4.41(b) Taxation including Tax Audit 1.65 1.51(c ) Company Law Matters 1.50 —(d) Management Services/Certification 3.00 3.15(e) Expenses reimbursed 1.09 1.09

(2) Assets Written Off(a) Raw Materials, Stores & Loose Tools 2.89 3.14(b) Fixed Assets 1.73 1 . 0 6

(3) Loss on Sale of(a) Raw Materials and Stores 0.25 3 . 8 9(b) Fixed Assets 2.49 0.76

SCHEDULE 14: PROFIT & LOSS ACCOUNT OF STEELUNIT FOR THE YEARS 1993-94, 1994-95 AND 1995-96:(REFER NOTE 4 OF SCHEDULE 15)DESCRIPTION 1993-94 1994-95 1995-96 TOTAL

Rs. Lacs Rs. Lacs Rs. Lacs Rs. LacsINCOME:Sales 28.54 — — 28.54Other Income: Rent from Employees 0.64 0.29 0.16 1.09 Rent realised from others 20.30 23.20 25.64 69.14Insurance Claim received 18.57 — — 18.57Misc. Income 0.29 — — 0.29Interest Income from Others 0.72 0.01 0.01 0.74Profit on Sale of Fixed Assets — 0.20 — 0.20Excess provision written back — — — —

Total 69.06 23.70 25.81 118.57EXPENDITURE:Repairs to buildings 0.18 — 0.07 0.25Salaries & Wages 18.60 16.06 15.30 49.96Contribution toProvident Fund & Other Funds 2.22 1.95 1.846.01 Gratuity 0.33 0.77 0.271.37 Bonus 1.43 1.19 1.15 3.77Staff Welfare Expenses 1.17 0.75 0.91 2.83Electricity Expenses 16.51 15.08 17.56 49.15Rent Paid Cylinders — 0.59 — 0.59Legal Expenses 1.13 1.00 0.91 3.04Rent paid 3.72 3.01 2.67 9.40Insurance 1.87 2.22 1.06 5.15General Office Expenses 10.19 4.27 2.64 17.10Compensation for closure of factory 15.91 — — 15.91Statutory Audit Fees 0.55 0.55 0.55 1.65Lease Rent 24.24 23.70 — 47.94Sales Tax Paid 2.05 — — 2.05Decrease in closing Stock(Note 3 below) 28.54 — — 28.54Interest paid on:

Fixed Loans — — — —Others — 11.65 16.00 27.65

Depreciation on :Opening Balance as on 1.4.1992 182.22 182.22 169.58 534.02

Total 310.86 265.01 230.51 806.38Loss for the Year 241.80 241.31 204.70 687.81

DESCRIPTION THIS PREVIOUSYEAR YEARRs. Lacs Rs.Lacs

SCHEDULE 12 : (Contd.) SCHEDULE 15 : ACCOUNTING POLICIES,CONTINGENT LIABILITIES AND NOTES(A) ACCOUNTING POLICIES:

(1) INVENTORY VALUATION :(a) Stocks of raw materials and stores and spares

are valued at weighted/moving average cost.(Net of Cenvat benefits/input tax credit of U.P.VAT) or net realisable value whichever is less.

(b) Loose tools are valued at depreciated cost.(c) Cost of machinery spares, which can be used only

in connection with an item of fixed assets and whoseuse is expected to be irregular, are charged torevenue over useful life of the principal item.

(d) Goods-in-transit are valued at cost.(e) Finished goods/Goods-in-Process are valued at lower

of cost and net realisable value except by-producti.e. molasses which is valued at net realisablevalue.Cost inter-alia, includes direct cost,depreciation, excise duty, lease rentals and factoryoverheads but excludes general administration andselling expenses, Corporate Office administrationexpenses and Interest.The closing stocks out ofinter divisional transfer of goods, is being treatedas finished goods instead of raw materials/ storesand valued accordingly.

(2) FIXED ASSETS:(i) Major improvements to fixed assets that

increases the future benefits from the existingassets beyond its previously assessed standard ofperformance is included in the gross block and isdepreciated over the remaining life of the originalassets.

(ii) Financing cost (upto the date the assets are readyto be put to use for commercial production) relatingto borrowed funds attributable to acquisition ofconstruction of fixed assets are included in the grossbook value of fixed assets to which they relate.

(3) DEPRECIATION:(a) Depreciation on Plant & Machinery is provided on

Straight Line Method except in Corporate Office. Inrespect of other assets including office equipments,depreciation is provided on Written Down ValueMethod in all units except Sugar and Steel Unitswhere it is provided on Straight Line Method.(Alsorefer accounting Policy No. 2(i) above)

(b) Assets for which Straight Line Method basis isadopted and acquired prior to 2nd April, 1987,are depreciated at rates prevailing in the yearof acquisition.

(c) Depreciation on additions/deletions is chargedon prorata basis and in accordance with ScheduleXIV of the Companies Act, 1956.

(4) INTANGIBLE ASSETS:Intangible Assets are stated at cost of acquisitionless accumulated amortisation. Computer Softwareis amortised over a period of five years.

(5) REVENUE RECOGNITION:(i) Export incentives under the duty entitlement pass

book scheme is recognised on accrual basis.(ii)Revenue arising by use of company’s properties

by others yielding rent is recognised when nosignificant uncertainty as to measureability orcollectability exists.

(iii)Sale of Goods is recognised at the point ofdispatch of goods to customers.

(6) INVESTMENTS:Long term investments are valued at cost lessprovision for diminution, other than temporary, in thevalue of investments.

(7) RETIREMENT BENEFITS:(a) Contribution to Provident Fund is made at a

predetermined rate to the Provident Fund Trustand charged to the Profit & Loss Account.

(b) Gratuity Liability is accounted for on accrualbasis, computed actuarially, except for Steel Unitupto 31st March, 2002 which is accounted for oncash basis.

(c) Leave encashment is accounted for on accrualbasis,computed actuarially.

SCHEDULE 13: MANAGERIAL REMUNERATION

DESCRIPTION THIS PREVIOUSYEAR YEAR

Remuneration to Managing Director Rs. Lacs Rs.Lacs{See Note 27(b) of Schedule 15}Salary 13.58 4.50Contribution to Provident Funds 1.63 0.54Medical Expenses 0.06 —Fee to Clubs 1.10 —Electricity Actual — 0.59

16.37 5.63

Money Value of perquisites — —16.37 5.63

Notes: 1. The above Profit & Loss Account represents profit before inter-unit income/rental income/ expense since the same were incorporated in the respective years atCorporate Office level to nullify the inter-unit income/ expenses. 2. In the absence ofbank statement for the years 1993-94 to 1997-98, bank reconciliation could not beprepared and the impact, if any, of this on the Profit & Loss Accounts for the aboveyears is not ascertainable. 3. In view of non-availability of value of opening stock offinished goods, the net sale value of goods sold during the year 1993-94 of Rs. 28.54Lacs(198.601M.Tons Wires) has been treated as reduction in closing stock.

Page 27: Modi Annual Report Part-1 -2009 · 2014. 8. 19. · 2 MODI INDUSTRIES LIMITED MODI INDUSTRIES LIMITED, MODINAGAR Registered Office: Modinagar-201204 (U.P.) BOARD OF DIRECTORS MANAGING

MODI INDUSTRIES LIMITED 27

SCHEDULE 15 : (Contd.)(B) CONTINGENT LIABILITIES AND NOTES:

AS AT AS AT31.3.2010 31.3.2009

Rs. Lacs Rs. Lacs1. (a) Claims against the Company

not acknowledged as debts:( i) Workmen (excluding

unascertainable amounts) 172.36 160.24(ii) Others 288.29 154.09

(b) Partly paid-up Equity Shares ofVital Chemicals Private Limited 0.08 0.08

(c ) Disputed Liability for Excise, Sales-taxmatters and liquidated damages on 1141.96 1103.30Provident Fund dues {excluding interestunascertainable and undisputed Sales Tax/penalty demands (net of provision made ofRs. 62.21 Lacs) of Rs. 175.24 Lacs}(for the year Rs 40.08 Lacs) {Note 22(d)}

(d) Bil ls discounted 818.19 427.322. Estimated amount of contracts remaining to be executed on Capital

Account Rs. 145.22 Lacs (Previous Year Rs. 111.10 Lacs).3. Guarantees given to Sales-tax/Excise Departments on behalf

of Companies in the same group amounts to Rs.139.42 Lacs(Previous Year Rs.139.42 Lacs). Information regardingoutstanding position is not available.This excludes guaranteesof Rs. 109.63 Lacs (Previous year Rs. 109.63 Lacs) vacatedby Sales Tax Department for which guarantee bonds not yetreceived back.

4.(a)The Steel Unit is lying closed since 24th January, 1993due to strike/lock-out and thereafter closure was declaredwith effect from 24th November, 1993, as the unit wasfound to be unviable. The company has not been able toobtain access to the accounting, financial and productionrecords of the unit necessary for updating the said booksof accounts/compiling the data to prepare the annualaccounts as well as for finalising the audit for the yearended 31st March, 1993. Transactions subsequent to theclosure of the unit could not be incorporated in the annualaccounts of 1992-93 and onwards in view of pendingaccess to the earlier accounts viz., 1st April, 1992 to 24thJanuary, 1993, the absence of which would leave thebooks still incomplete. However, the Profit & Loss accountsfor the current financial year 2009-10 and from 1993-94 to2008-09 have been incorporated in current financial yearand in various previous financial years respectively. Asan interim measure, Rs.326.27 Lacs (Previous year Rs.26.69 lacs) which represents (i) Rs.237.63 lacs being netcumulative inter-unit debit balance on account oftransactions of other units of the company with Steel Unitduring 1st April,1992 to 31st March, 2010, (ii) Payment ofunsecured loan of Rs 45.00 Lacs(Refer Note (c) below}and (iii) net profit of Rs.39.64 lacs for the years 1993-94to 2009-10 (before inter unit rental income, write-back ofRs.278.95 lacs and provision for depreciation of Rs.655.75 Lacs) have been clubbed with Current Assets of theCompany as on 31st March, 2010 and 31st March, 2009respectively as “Inter-Unit Balances” pending incorporationof (i) Annual Accounts for the period 1st April, 1992 to 31stMarch, 1993 and (ii) assets and liabilities including inter unitbalances arising on account of transactions for the period1st April, 1993 to 31st March, 2010.

(b) The financial results for the years 1992-93 would beincorporated as soon as the company is able to obtainaccess to/ reconstruct the financial, accounting andproduction records.

(c) In view of above, as per past practice, the audited openingbalances of Assets and Liabilities, quantitative details,contingent liabilities{Excluding old electricity dues -ReferNote 4f(vii)} and notes of the Steel Unit as on 1st April,1992, subject to (i) reduction of unsecured loans taken byRs. 278.95 Lacs in view of write back on account of onetime settlement (OTS) of dues with Hong Kong andShanghai Banking Corporation Limited (HSBC), during theyear 2004-05 and further reduction of Rs. 45.00 Lacs onaccount of payment during 2005-06 of OTS to HSBC.;

( f ) The Profit & Loss Accounts of Steel Unit for the years 1993-94 to 2009-10 are subject to the following notes on accounts:(i)(a) During the year 2006-07, a One Time Settlement (OTS)

dated 22nd January, 2007 has been signed between theCompany, Punjab National Bank (PNB),Shri U.K. Modi(asGuarantor) and SBEC Sugar Limited (SSL), on the termsas contained in the PNB letter dated 28th September,2006. In terms of this settlement, SSL has made paymentof Rs.2810.60 Lacs together with interest to PNB. Interms of this settlement, PNB has agreed to assign all itsclaims against the Steel Section of the Company togetherwith all securities and charges created by the companyin its favour to SSL. The Company had proposed to enterinto terms of payment of this debt with SSL.

(ii) reduction of fixed assets (net) by Rs.655.75 Lacs beingdepreciation provided during 1993-94 to 2009-10 on closingbalances of fixed assets as on 31st March, 1992 and (iii)decrease in Inter-Unit balance by Rs.5.36 Lacs whichrepresents; (a) the sum of net profit of Rs.39.64 Lacs forthe years 1993-94 to 2009-10 (before inter-unit rentalincome, write back of above amount of Rs. 278.95 Lacsand provision for depreciation of Rs.655.75 Lacs) andrepayment of unsecured loan of Rs.45.00 Lacs. The aboveinter-unit balance will actually represent either net increasein assets or net decrease in liabilities as on 31st March,2010 over balances as on 31st March, 1993 of the Steelunit.

(d) Assets and Liabilities of the Steel Unit incorporated inthe Balance Sheet of the Company as on 31.03.2009and 31.03.2010 are as under: (Rs. in Lacs)

Liabi l i t ies As on As on Assets As on As on31.03.2010 31.03.2009 31.03.2010 31.03.2009

Secured Loans 3,421.08 3,421.08 Fixed Assets (Net) 470.34 476.72Investments 0.11 0.11

Current Liabilities 2,838.28 2,838.28 Current Assets & Advances :& ProvisionsAccumulated Profits/(Losses)(net):(337.16) (509.64) Inventories 1,340.14 1,340.141993-94 to Sundry Debtors 1,199.25 1,199.251995-96 (687.81) Cash and Bank Balances 150.78 150.781996-97 and1997-98 (58.56) Loans and Advances 249.70 249.701998-99 to Miscellaneous Expenditure 11.07 11.072000-01 (29.83) (to the extent not written2001-02 to off or adjusted)2003-04 56.53 Inter-unit Balances 1,713.59 1,534.732004-05 300.90 Loss for year 1991-92 787.22 787.222005-06 (36.67)2006-07 (18.94)2007-08 (10.86)2008-09 (24.40)2009-10 172.48

TOTAL 5,922.20 5,749.72 TOTAL 5,922.20 5,749.72

(e) Profit & Loss Account of the Steel Unit for the year ended 31stMarch, 2010 & 31st March, 2009 (Excluding inter-unit rental incomeof Rs. 43.09 Lacs) (Previous Year Rs. 42.89 Lacs)

(Rs. in Lacs)PARTICULARS 2009-10 2008-09INCOME:Rental Income: 122.86 94.82Excess Provision Written Back: — —Profit on Sale of Fixed Assets — 0.03

122.86 94.85

EXPENDITURE:Repairs to building 16.00 7.97Personnel 45.09 35.67Administration & Selling 71.45 34.20Interest 40.57 34.28Depreciation 6.55 179.66 6.61 118.73Loss before tax 56.80 23.88Add: Provision for fringe benefits tax — 0.52Loss for the Year before exceptional items 56.80 24.40Exceptional Items:Add:Electricity Expenses for earlier years{ Note 4 f(vii)} 243.37 —Less:Amounts written back{Note 4 f(vi ii)} 472.65 —Profit/(Loss) for the year 172.48 (24.40)

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SCHEDULE 15: (Contd.)(b)(i)As reported last year with reference to the outcome of

the settlement with regard to the debt of IDBI Limited,Shri Umesh Kumar Modi had stated that a settlementagreement was concluded with IDBI Limited alongwithSBEC Bio-Energy Limited (SBEL). This settlementagreement was in terms of IDBI’s letter dated 9thFebruary, 2007. Against payment by SBEL to IDBI ofRs.1232.20 Lacs together with interest from 1st July2006 and in consideration thereof IDBI had agreed toassign to SBEL, all its claims, rights, securities andcharges created by the company in its favour. SBEL hascompleted the payment of Rs.1232.20 lacs along withinterest to IDBI on 06th October, 2007 and IDBI hadagreed to assign all its claims (towards principal andinterest), rights against the Company and also chargesand securities created by the Company in favour ofSBEL. The Company had proposed to enter into terms ofpayment of this debt with SBEL.

(ii) With reference to the outcome of settlement, with regardto the debt of IFCI Ltd., Shri Umesh Kumar Modi statedthat a settlement agreement has also been concludedwith IFCI Ltd. along with SBEC Bio-Energy Ltd.(SBEL).The settlement agreement is in terms of IFCI’s letterdated 30th December, 2009. Against payment by SBELto IFCI of Rs. 775.00 Lacs and in consideration thereofIFCI has agreed to assign to SBEL all its claims, rights,securities and charges created by the Company in itsfavour. SBEL has completed the payment of Rs.775.00lacs on 30th December, 2009 and IFCI has agreed toassign all its claims(towards principal and interest), rightsagainst the company and also the charges and securitiescreated by the company in favour of SBEL. The Companyhad proposed to enter into terms of payment of this debtwith SBEL.

(c ) As reported last year, Shri M.K.Modi had filed Petitions being OMP411/2007 and AA No. 287/07 in the Delhi High Court to enforce anAgreement dated 17th November, 2006 entered into with Shri UmeshKumar Modi. In the above mentioned petitions, Shri M.K. Modi,interalia claimed that the OTS settlements are contrary to theaforesaid agreement. The Delhi High Court by its Orderdated 19th May, 2010 held that Shri M.K. Modi is notentitled to relief in any of the above proceedings filed byhim, with regard to agreement dated 17th November,2006, and are accordingly dismissed with cost.Shri M. K. Modi has challenged the order dated 19.05.2010of Delhi High Court and has filed a Special Leave Petitionin the Supreme Court on 27th July, 2010. Further thematter is still pending in AAIFR, where the AAIFR on5.6.2007 had directed all parties to maintain “status quo”which is still continuing.According to Shri M. K. Modi, the said settlements areneither legal nor binding and are without approval of the Board. Thesame are also contrary to the agreement between the two ManagingDirectors, the Board Resolution and the “Status Quo” order of AAIFR.As per Shri U.K. Modi, although Special Leave Petition is stated to havebeen filed by Shri M.K. Modi against the judgement and order dated19.05.2010 of the Hon’ble Delhi High Court, the said Special LeavePetition has not been admitted so far(in fact it has not ever been listed sofar), therefore, as on date the said order and judgement of the Hon’bleDelhi High Court dated 19.05.2010 hold the field. There is no stay of thesaid judgement and order granted by any superior court. With regard tothe appeals pending before AAIFR, Shri U.K. Modi is of the view that inview of the judgement of the Delhi High Court dated 19.05.2010, thestatus quo order is bound to be vacated by the AAIFR.

(d) In view of non-availablity of book balance of liabilities towards PNB, IDBIand IFCI in the books of Steel Unit of the company on account of non-incorporation of annual accounts and balance sheets of Steel Unit (ReferNote 4(a to c) of Schedule 15 of Annual Accounts), the difference betweenOTS amounts and book balances could not be ascertained. These liabilitieswill now be quantified with the assignees of PNB, IDBI and IFCI debts.

(e) No-provision of interest, amount unascertained, is required to be made,on loans from other Financial Institutions as the existing amountsappearing in the books of accounts of the company will be more thansufficient in view of in-principle approval/ discussions being held for onetime settlement of dues with the Financial Institutions.

(ii) The impact, if any, on account of non-availability and consequently nonincorporation of audited opening balances of assets and liabilities of theSteel Unit as on 1st April,2009;

(iii) Non-provision of obsolete/damaged stocks and fixed assets, if any, in viewof non-incorporation of earlier year’s accounts and non-physicalverification of inventories and fixed assets as on 31st March 2010;

(iv) Non-confirmation/reconciliation of balances of debtors,creditors, banks, financial institutions etc. and impact, ifany, on the Profit and Loss Account;

( v ) Non-provision of doubtful debts and loans & advances,amount unascertained;

( v i ) Non-provision of impairment of Assets, if any, of thefixed assets as per Accounting Standard (AS 28) i.e.Impairment of Assets, amount unascertained.

(vii)(a) Uttar Pradesh Electricity Board (Now U.P. PowerCorporation Ltd.) raised various demand notices againstelectricity dues and late payment surcharge amounting

to Rs.2435.48 Lacs on the Steel unit of the Company.(b) In terms of One Time Settlement with U.P. PowerCorporation Ltd. regarding arrears of electricity dues, theSteel Unit paid Rs.563.90 lacs against the demand ofRs.1123.99 lacs included in (vii)(a) above. Accordinglyshortfall in provisions of Rs.243.37 Lacs has been chargedto revenue during the year.(c)The company filed writ petition in Allahabad High Courtchallenging the said demand notices. The Hon’ble AllahabadHigh Court dismissed the writ petitions filed by theCompany.The company filed Special Leave Petition (SLP)with the Hon’ble Supreme Court of India, who has grantedinterim stay on 14th March, 2005 for stay of recovery byway of sale of property which is still continuing.In view of the above and pending incorporation of annualaccounts of Steel Unit for 1992-93, no provision isconsidered necessary against the balance demand of Rs1311.49 Lacs at this stage.

(viii)During the current year, the steel unit has written backliability of Rs.472.65 Lacs relating to a company underthe same management.

5 . Company has two subsidiaries i.e. Your Investment (India)Ltd. and Own Investment (India) Limited. These subsidiariesare holding only long-term unquoted investments and mainobjects clause of the company was amended to restrict thesecompanies not to acquire any fresh investments. Further,these companies are not having any other major assets.Consequently, these subsidiaries are operating under severelong term restrictions, which significantly impairs their abilityto transfer funds to the holding company. Accordingly, aspermitted by Accounting Standard 21, consolidated financialstatements are not prepared.

6 . Undertakings given to Financial Institutions on behalf ofLords Chloro Alkali Limited, Modi Rubber Limited and BiharSponge Iron Limited :(a) To procure funds jointly/severally with other promoters to

meet any shortfall in the resources of the Company forcompleting their projects and/or for working capital. Thefunds made available/to be made available can only bewithdrawn with the prior approval of Financial Institutionsand shall not involve any charge or lien on the assets ofthe said Companies.

(b) That the Company shall not transfer, assign, pledge,hypothecate or otherwise dispose of in any manner itsholding in their capital without Institutions’ prior approvalin writing.

7 . Deferred Credit including liability for interest payable for unexpiredperiod have been guaranteed by the Bankers of the Companyagainst hypothecation of Gas Cylinders and Machinery purchasedunder the Scheme in Steel Unit.

8 . The Company has disputed the price of levy sugar fixedduring the year 1970-71 to 1974-75 and recovered amountof Rs. 37.73 Lacs in excess of the control price which waspaid subsequently in pursuance of Supreme Cout Orderdated 22nd September, 1993. However, the companyobtained Stay order from Hon’ble Allahabad High Courtagainst demand of interest made by the Food Corporationof India.In view of the above, interest on excess realisations for the years1970-71 to 1974-75 amounting to Rs.134.45 Lacs upto 31st March,2010 (for the year Rs.2.40 Lacs) will be accounted for as expensesin the year of receipt of final claim from the Government/Disposalof the above writ petition.

9 . (a) In accordance with an Interim Order dated27th April, 1981 of the Delhi High Court, the Company hadavailed higher quota of free sale sugar and concessionalexcise duty on provisional basis as New Unit. Theconsequent excess price and excise duty realised duringthe period from 1980-81 to 1985-86 amounted to Rs.879.88Lacs and Rs.103.43 Lacs respectively, which was includedin sales in the said period. In terms of the interim order ofthe High Court, in the event of the Company losing theWrit Petition, it has to replenish additional quantity of levysugar in subsequent years to compensate for the excessfree sale sugar availed. Hon’ble Delhi High Court vide itsorder dated 28th February, 2005 decided the matter infavour of the Company.

(b) No provision for Income-tax has been considerednecessary in respect of the excess sale pricerealisation and write back of provision for excise dutyin view of favourable decisions subsequently byvarious appellate authorities and Hon’ble Calcutta HighCourt in a similar case. The Company has filedapplication for reference of a question of law to theDelhi High Court against the orders of the Income TaxAppellate Tribunal for assessment year 1982-83. Incase the Company does not succeed, there will beadditional liability including interest, which is estimatedat Rs. 224.75 Lacs(previous year Rs. 224.75 Lacs) forassessment year 1982-83 against which Rs. 217.72Lacs (Net of existing provision for Income Tax Rs.68.08 Lacs) paid/adjusted has been shown as amount

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MODI INDUSTRIES LIMITED 29

SCHEDULE 15: (Contd.)recoverable as on 31st March 2010.

10 . The Company has entered into an agreement with U.P. PowerCorporation Limited for its Residental Feeder SC No. 2005 on29th March, 2000. In pursuance of that agreement, theCompany has paid for the existing authorised occupants onlyafter 1st July, 1998 computed prorata based on covered areaof quarters occupied by the employees.In view of the above,no provision has been made for electricity charges of Rs.131.46Lacs upto the period of permanant disconnection of residentialfeeder SC.No. 2005 i.e. 31st May, 2001 (Previous Year Rs.131.46 Lacs) for the unauthorised occupants and late paymentsurcharge/ recovery charges amounting to Rs. 302.66 Lacsupto 31st May, 2001 (Previous Year Rs. 302.66 Lacs). Inaccordance with the agreement, matter regarding waiver of latepayment surcharge and recovery charges after 1st July, 1998will be referred to the Government.

11. ESI authorities had raised a demand on the Company forRs.57.69 Lacs (upto previous year Rs.56.52 Lacs)(inclusive of interest) towards Company’s liability for ESIfor the years 1968 to 1986. The demand is disputed bythe company and no provision has been made against thisl iabi l i ty.

12. Modinagar Municipal Committee had determined the basis/liability of house-tax payable by the Company for the years1982-83 to 2006-07 at Rs.213.98 Lacs. The said liability/demand/basis is disputed by the company at various levelsand has deposited Rs.16.51 Lacs on account upto 31st March,2010. Pending final decision of the Court/settlement and aftertaking into account the provision/payment already made bythe Company, there is a net liability of Rs.188.63 Lacs (uptothe previous year Rs.188.63 lacs), which has not beenprovided for in the accounts.

13. Excise Duty on uncleared manufactured finished goodsand custom duty in respect of imported goods lying inbond in respect of Steel Unit amounting to Rs. 43.09 lacsand Rs. 24.35 lacs respectively is accounted for as andwhen such goods are cleared. However, this has no impacton the loss of the Company.

14 . (a) In respect of Steel Unit, gratuity liability upto 30thSeptember, 1987 amounting to Rs.84.82 Lacs has notbeen provided in the books on accrual basis.(b) The Gratuity Liability of continuing employees in SteelUnit was being accounted for on cash basis from 1993-94 to 2001-02. During 2002-03 past Gratuity Liability ofcontinuing employees amounting to Rs. 14.96 Lacs wasprovided on accrual basis computed on actual basis andw.e.f. 2003-04, Gratuity liability is computed on actuarialbasis and provided for in the books of account.(c) The Company has adopted Accounting Standard 15(Revised) on employees benefits with effect from 1st April2007 in respect of provision for Gratuity Liability.

The Company has unfunded scheme for payment of gratuityto all eligible employees calculated at specified number of daysof last drawn salary depending upon tenure of service for eachyear of completed service subject to minimum five years ofservice payable at the time of seperation upon superannuationor on exit otherwise.

(d) (i) The company has adopted Accounting Standard 15(Revised) on employees benefits with effect from 1stApril, 2008 in respect of Earned Leaves.

(ii)Details in respect of Earned Leave are as under:Liability to be recognised in Balance Sheet

Present value of Obligations 148.02 133.18Fair value of Plan Assets -- --Net Liability (148.02) (133.18)Reconciliation of Opening and ClosingBalances of ObligationObligation as at beginning of the year 133.18 125.46Current Service Cost 14.48 12.51Interest Cost 9.99 8.78Actuarial Losses/(Gain) 12.06 17.43Benefits Paid (21.69) (31.00)Obligations as at the end of the year 148.02 133.18Expenditure to be recognised during the yearCurrent Service Cost 14.48 12.51Interest Cost 9.99 8.78Expected return on Plan Assets -- --Net Actuarial Losses/(Gains) Recognised during the year12.06 17.43Total expenditure included in “Employees’ Emoluments”36.53 38.72AssumptionsDiscount Rate( per annum) 7.50% 7%Expected rate of return on Assets (per annum) 0% 0%Salary Escalation Rate 8% 7.50%

15. The Company has not received information from vendorsregarding their status under the Micro, Small and MediumEnterprises Development Act, 2006 and hence disclosurerelating to amounts unpaid as at the year end together withinterest paid/payable under this act has not been provided.

16. Government of India has issued guidelines dated 15thJanuary, 1987 which requires companies raising resourcesthrough issue of Debentures to create a DebentureRedemption Reserve. The Company has not created sucha reserve in view of the accumulated losses.

17. Other income for the year includes:(i) Rs.134.20 Lacs beingreversal of earlier years provision for commission computedon the difference between Statutory Minimum Price (SMP)andrecovery based SMP of the factory as Hon’ble Supreme Courtvide its order dated 8th January, 2004 granted stay till the finaldecision in the matter and (ii)Rs.37.32 Lacs being provisionmade for excess sale realisation written back(Refer Note 44).

18. Arrears of dividend on Cumulative Preference Shares upto31st March, 2010 Rs. 117.62 Lacs (upto previous yearRs.111.51Lacs).

19. No depreciation has been provided on appreciated value ofBuildings consequent to their revaluation in the books ofaccounts on 31st March, 1992. However, the said depreciationas and when decided to be charged would be set off againstRevaluation Reserve.

20. Consequent to the losses, the Company had been declareda Sick Industrial Company on 14th March, 1991 in terms ofSection 3(1)(o) of the Sick Industrial Companies (SpecialProvisions) Act, 1985. Further proceedings before the BIFR/Appellate Authority for Industrial and FinancialReconstruction(AAIFR) are pending.Pending final orders of BIFR, the accounts of the companyhave been prepared on a going concern basis.

21. (a) (i) BIFR in its hearing held on 13th February, 2008directed the company to pay Rs. 2.00 crore to ArmyGroup Insurance Fund(AGIF)(debenture holder) in twoinstallments. Based on the Company’s offer for OneTime Settlement(OTS), the AGIF has agreed in principleto accept principal amount of Rs.2.00 crore in full andfinal settlement of its dues towards principal amountand interest.Accordingly the Company has made thepayment to AGIF and interest already provided in thebooks of Rs.702.68 Lacs upto 31st March, 2009 hasbeen written back in the books of account during thecurrent year.(ii) No provision has been made for penal/delayed/simple/compound interest amounting to Rs.14,001.11Lacs upto 31st March, 2010 (for the year Rs.2,397.70Lacs) on term borrowings of Financial Institutions andDebentures pending final order of BIFR.

(b) Interest payable by Vanaspati Unit of the Companyto Financial Institutions since the date of disbursementof the loan on simple rate of interest basis amountsto Rs. 1138.35 Lacs upto 31st March, 2010 and theunit holds total interest provision of Rs. 732.41 Lacsas on 31st March, 2010 resulting in the short provisionof Rs. 405.94 Lacs on simple interest basis.

(c) The Sugar and Distillery Units of the Company havegiven a proposal for settlement of their dues withAllahabad Bank of Rs. 200 Lacs against which anupfront payment of Rs. 50 Lacs has already been

( Rs. in Lacs)Details in respect of Gratuity are as under:Liability to be recognised in Balance Sheet

Present value of Obligations 1,100.59 1,004.36Fair value of Plan Assets — —Net Liability (1,100.59) (1,004.36)Reconcilition of Opening and Closing Balances of ObligationObligation as at beginning of the year 1,004.36 872.15Current Service Cost 56.39 50.48Interest Cost 75.33 61.05Actuarial Losses/(Gain) 41.80 97.49Benefits Paid (77.29) (76.81)Obligations as at the end of the year 1,100.59 1,004.36Expenditure to be recognised during the yearCurrent Service Cost 56.39 50.48Interest Cost 75.33 61.05Expected return on Plan Assets — —Net Actuarial Losses/(Gains) Recognised during the year 41.80 97.49Total expenditure included in “Employees’ Emoluments” 173.52 209.02Assumpt ionsDiscount Rate( per annum) 7.50% 7%Expected rate of return on Assets (per annum) 0% 0%Salary Escalation Rate 8% 7.50%

As on31.03.2010

As on31.03.2009

As at31.03.2009

As at31.03.2010

(Rs. in Lacs)

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MODI INDUSTRIES LIMITED30

SCHEDULE 15: (Contd.)made under “No Lien Account” and included under‘Loans and Advances’and to pay the balance amountof Rs.150 Lacs into equal monthly instalments afterthe receipt of sanction from the bank. The shortfallin interest provision amounting to Rs. 141.83 Lacs willbe provided in the books of account in the year ofapproval of OTS proposal by the Bank.

(d) The Sugur Unit of the Company has not madeprovision for interest/ bank charges amounting to Rs.1522.40 Lacs(for the year Rs. 216.94 Lacs) on cashcredit loan taken from Allahabad Bank in view ofPara(c)above.

(e) No provision has been made for interest on CashCredit from Allahabad bank amounting to Rs. 135.15Lacs(for the year Rs. 26.63 Lacs) in Distillery Unit inview of Para (c) above.

( f ) In view of One Time Settlement(OTS) of dues withAllahabad Bank, the existing excess provision forinterest accrued amounting to Rs. 32.50 Lacs in thebooks of Paint Unit has been written back during thecurrent year as the entire amount of OTS has beenpaid.

(g) Till 31st March, 2000, simple interest on matured fixeddeposits and interest upto date of maturity wasprovided in the books of account. With effect from1st April, 2000 , no provision has been made forinterest of Rs. 239.22 Lacs, upto 31st March, 2010(for the year Rs. 22.88 Lacs) computed as per pastpractice, on these fixed deposits in view of a legalopinion received by the Company to the effect thatas per terms and conditions of Fixed Deposit Scheme,deposits do not carry any interest beyond due datesunless these are renewed. Since these deposits werenever renewed after their due dates as such, thequestion of payment of interest after due dates doesnot arise at all. However, as a prudent measure, theprovision made of Rs. 298.44 Lacs in the past (netof payments) has been retained in the books ofaccount as on 31st March, 2010.

22. (a) The Vanaspati Unit had applied for Sales-Tax relief/exemption to U.P. Government in terms of Section 4Aof U.P. Sales Tax Act. Consequent to rejection, theCompany has filed a writ petition in Lucknow Bench ofAllahabad High Court and Court granted stay. Pendingdisposal of the case, no provision has been made forsales-tax Rs.2,455.78 Lacs relating to the period May,1991 to July, 1994 (Previous Year Rs.2,455.78 Lacs).

(b) The Vanaspati Unit had preferred an application fordeferment of Sales-tax with effect from July, 1994under Section 38 of the U.P. Sales Tax Act and thesame has been rejected by the State Government.The Company has also filed Writ Petition against therejection and consequent to the orders of the Court, therecovery of Sales-tax has been kept in abeyance.Accordingly, Sales-tax amounting to Rs.440.46 Lacs(previous year Rs. 440.46 Lacs) relating to the periodAugust, 1994 to March, 1996 has not been deposited withthe authorities.

The above writ petition filed by the company waslisted for hearing on 2nd May, 2008 at High Court,Lucknow Bench. The Company had filed an affidavitwith the court that BIFR had passed an order dated26th March, 2008 by virtue of which the Benchpermitted the Commercial Tax Department,Government of U.P. to recover its outstanding dues,due after 30th June, 2007. The Company had alsostated in the said affidavit that the Hon’ble SupremeCourt of India had affirmed the order of the BIFR andtherefore in view of the said orders of BIFR asaffirmed by the Hon’ble Supreme Court, the saidWrit Petition may be dismissed as infructuous.Accordingly the High Court, Lucknow Bench hasdismissed the said writ petition as infructuous.

(c) In accordance with the scheme announced by U.P.Government regarding Waiver of interest & penalty onSales Tax, the Distillery Unit of the Company has paidand provided interest during 2005-06 of Rs. 54.77Lacs i.e. 10% of the total interest as per the scheme.No dues certificate of sales tax authorities is awaited.

(d) Trade Tax Department had issued the recovery Noticeamounting to Rs. 910.96 Lacs. The Company hadfiled a writ petition before Hon’ble High Court atAllahabad against the RC issued by Trade TaxDepartment. The Hon’ble High Court dismissed ourwrit and the permission granted to the department forrecovery. The Company has filed a SLP beforeHon’ble Supreme Court against the order of Hon’bleHigh Court Allahabad. Hon’ble Supreme Court hadpassed order that Trade Tax Department take thepermission for recovery from BIFR.BIFR had issued a order on 26-03-2008. Therefore, theBench permits the Commercial Tax Department,Government of Uttar Pradesh to recover itsoutstanding dues, due after 30-06-2007 i.e the cut off

date given by the BIFR vide its final order dated12-03-2007 regarding preparation of rehabilitationscheme. The Hon’ble Supreme Court had affirmed theorder of BIFR.

23. Fixed Assets of Modi Sugar Mills(MSM) as on 31st March,2010 includes Boiler and Turbine acquired under financelease. Details are as under. (Rs. in Lacs)

2 4 . (a) The Distillery Unit declared cessation and lock out ofthe Unit with effect from 19th December, 1991 and 5thJanuary, 1992 respectively. The lockout has since been lifted.The U.P. Government, suo moto, has referred the matter tothe Industrial Tribunal to decide the legality of the lockout.Pending final decision, no provision has been made for wagesRs. 27.46 Lacs for the lockout period.(b) Lay off was declared in Distillery Unit with effect from18th June, 2009. However, distillation and bottlingdepartments were restarted with effect from 23rdDecember, 2009 and 20th July,2010 respectively. Further,distillation department is again under lay off with effectfrom 1st July, 2010.

2 5 . Interest expenses on fixed loans Rs. 688.20 Lacs (PreviousYear Rs. 484.73 Lacs) and on others Rs.101.21 Lacs(Previous Year Rs. 66.33 Lacs).

2 6 . Income and Expenditure pertaining to previous year includedunder relevant heads amounts to Rs. Nil and Rs. 13.91 Lacs(Administration & Selling Rs. 12.23 Lacs, Interest Rs. 0.82Lacs, Personnel Rs. 0.15 Lacs, Returns, Rebates & DiscountRs.0.53 Lacs and Mfg. & Others Rs. 0.18 Lacs) respectively.

2 7 . (a)Provision/payments (including value of perquisites) hasbeen made to Managing Directors for the remuneration ofRs. 80.68 Lacs in terms of Shareholders resolution, whichis subject to approval of the Financial Institutions.(b) The remineration w.e.f. 1st November, 2009 of Dr.Mahendra Kumar Modi, Managing Director, is subject to theapproval of Central Government. Pending approval, as perthe legal advice obtained, the company has made paymentamounting to Rs. 11.12 lacs towards remuneration for theperiod 1st November, 2009 to 31st March, 2010, as perthe approval of the Shareholders. Further, an undertakinghas been obtained from the Managing Director stating thatin the event the Central Government not according itsapproval or approving lower remuneration then the excessamount paid, if any, shall be refunded to the company andtill the approval is accorded by the Central Government,the amount received will be held in trust for the company.

2 8 . No provision has been made for Earned Leave for SteelUnit, upto 1991-92, amount unascertained.

2 9 . There has been diminution, other than temporary, ofRs. 80.00 Lacs as on 31st, March, 2010 (Previous yearRs. 80.00 Lacs) in the value of one of its investmentsin the Group companies. However, being long terminvestment, this is valued at cost with no provision madefor fall in the market value. This investment are consideredstaretegic investments and also having long terminvolvement with the above companies, no provision isconsidered necessary since the decline is also notpermanent in nature.

30.(a)Punjab National Bank(PNB) had, prior to the One TimeSettlement(OTS)concluded and referred to in Note No.4(f)(i)(a),instituted suit for recovery of its dues of Rs. 36.63 croresagainst the Company and Others in the Debt RecoveryTribunal(DRT), Delhi. Pursuant to the OTS concluded asaforesaid on 22-01-2007, the Debt Recovery AppellateTribunal(DRAT), New Delhi vide their order dated 6th February,2007 had directed the DRT to dispose off the case in termsof the said OTS. Further proceedings in that connection arepending.

(b) Allahabad Bank had filed a recovery suit for recovery ofRs. 21.41Crores against Modi Industries Limited and othersbefore the Debt Recovery Tribunal(DRT), Lucknow in April,2005. The Company challenged the recovery suit on thegrounds that bank required prior permission under section 22(1)of the Sick Industrial Companies(Special Provisions) Act, 1985

Part iculars Boiler Turbine

Lease Period 4 yrs 5yrsLease Amount 200.00 398.55Interest Amount 77.36 170.88Total Lease rental Payable 277.36 569.43Payable as on 31st March, 2010 90.19 81.92 409.00 318.84Payable during 2010-11 66.96 62.47 114.14 106.70Payable during 2011-12 to 23.23 19.45 294.86 212.14note later than 5 yearsOption of purchase at the end of Lease Yes Yes

PresentValue

PresentValue

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MODI INDUSTRIES LIMITED 31

SCHEDULE 15: (Contd.)for filing recovery suit. Debt Recovery Tribunal, Lucknowallowed continuation of recovery suit against which companyfiled appeal with Debt Recovery Appellate Tribunal(DRAT),Allahabad. The DRAT had stayed further proceedings by DRTin the matter. A writ petition was filed by the Company beforethe Lucknow bench of Allahabad High Court challenging theorders of the DRT, Lucknow and DRAT, Allahabad. TheLucknow bench of Allahabad High Court noting the contentionof the Company has disposed off the Writ Petition by its orderdated 18th July, 2008. The Company has filed review petitionagainst the said order seeking the quashing of the AllahabadBank’s suit before the DRT.

31. IFCI had filed a suit against Modi Industries Limited and othersfor recovery of its dues amounting to Rs. 22.41 Crores inDebt Recovery Tribunal(DRT), Delhi. The DRT vide its orderdated 11th December, 2006 dismissed the recovery suit filedby IFCI on the grounds that IFCI had no valid authority fromBoard for Industrial and Financial Reconstruction(BIFR) forinstituting the recovery suit. IFCI had filed a Writ Petition inHon’ble Delhi High Court. The Delhi High Court allowed DRTto proceed in the matter. Further proceedings in the matter arepending.{ Refer Note (4) (f)(i) (b) (ii)} regarding settlement withIFCI.

32. Previous year’s figures have been regrouped wherevernecessary.

33. No confirmation letters were sent to debtors/creditors and toparties who have discounted sale bills. In the absence of suchconfirmations, the balances in respect of Sundry Debtors/Creditors/Bills discounted(Contingent Liability), Loans taken/given and Advances and other accounts are taken as shownby the books of accounts and are subject to adjustments andreconciliation, if any.

34. In view of non-viability of the Vanaspati Unit, which was aseperate business segment as per AS-17, Segment reporting,the company declared closure of the Unit with effect from 3rdFebruary, 2003 and prior information, as required under law,was given to the State Government on 04th December, 2002.The closure is consistent with the company’s strategy to focuson its other viable manufacturing activities.At 31st March, 2010, the carrying amount of the assets ofthe Vanaspati Unit is Rs. 165.15 Lacs (Previous year Rs.170.45 Lacs) and its liabilities(excluding inter-unit balances) areRs. 2617.95 Lacs (Previous year Rs. 2,617.95 Lacs). Thefollowing statement shows the revenue/ expenses and otherrelevant disclosures of the discontinuing operations (excludingfor trading operation in 2008-09) as required under AS-24 i.e.“Discontinuing Operations”.

35. Delhi Excise Authorities issued Show Cause Notices and raiseddemand for Rs. 167.43 Lacs towards Risk-Purchase of CountryLiquor in view of non-supply of the same by Distillery Unit of theCompany. Company has disputed the above demand and a WritPetition was filed before the Hon’ble Delhi High Court who orderedcase to be referred back to Collector of Excise for taking finaldecision. The Collector of Excise vide its order dated 27th June,2003 has confirmed the above demand against which the companyhas filed a writ petition before the Hon’ble Delhi High Court. On thebasis of orders of Hon’ble Delhi High Court, the company depositedRs. 50.00 Lacs till date against the above demand. No provisionis considered necessary at this stage since the matter is sub-judice.

36. As on 31st March, 2010, there were 166 Public Depositsamounting to Rs. 8.46 Lacs which have remained unclaimedand unpaid for a period of more than seven years and interestaccrued but not paid on these unclaimed deposits till the date

of maturity amounts to Rs. 2.54 Lacs. Details of unclaimedand unpaid debentures for a period of more than seven yearsare presently not available.The Company has filed a return dated 14th June, 2002 withthe Registrar of Companies duly certified by practicingCompany Secretary stating that the Company is a SickIndustrial Company as per orders of BIFR dated 14thMarch,1991 and rehabilitation proposal for payment inrespect of debentures and fixed deposits etc. is pendingbefore the IDBI (as the operating agency)/BIFR forconsideration. The Company will pay/ credit the amount asper final orders of BIFR. Accordingly, no amount wascredited/ paid to Investor’s Education and Protection Fundtill date.

37 . Deferred Tax:Deferred Tax Assets are Rs. 1,836.22 Lacs as on 31stMarch, 2010 (Previous year Rs. 2,473.97 Lacs) constitutingmainly of unabsorbed depreciation, unabsorbed losses, provisionfor doubtful debts, provisions disallowed and interest on termloans disallowed in Income tax. Deferred Tax Liabilities is Rs.644.37 Lacs as on 31st March, 2010 (Previous Year Rs.474.07 Lacs) on account of higher depreciation claimed inIncome Tax. On conservative basis as required by theAccounting Standard 22, the net Deferred Tax Assets have notbeen recognised and position will be re-assessed at next balancesheet date. However, the estimated Deferred Tax Assets andLiabilities details are given as under:

Description As at As at 31.3.2010 31.3.2009

(a) Deferred Tax Assets:(i) Disallowances under the

Income Tax Act. 1445.16 1454.34(ii) Provision for Doubtful Debts 162.96 163.99(iii) Unabsorbed Depreciation 228.10 781.52(iv) Business Loss – 74.12

(b) Deferred Tax Liabilities :Related to Fixed Assets 644.37 474.07

(c) Deferred Tax Assets (Net) (a-b) 1191.85 1999.9038. Earnings per Share (EPS) computed in accordance with

Accounting Standard-20: (Rs. in Lacs)

Particulars 2009-10 2008-09Profit/(Loss) for the year as per accounts 2,094.15 *(125.25)Less/Add:Dividend on Preference Shares 6.11 6.11Total (A) 2,088.04 (131.36)Number of Equity Shares issued (B) 33,09,214 33,09,214Earning per share (in Rs.) (A)/(B) 63.10 (3.97)Face Value of Equity Share in Rupees 1 0 1 0

*Excludes Loss of Steel Unit for the period 1993-94 to1995-96 incorporated during the previous year.

39. Till 31-03-2010 Certain Quarters of the Company are occupiedunauthorisedly by ex-employees/outsiders. The company hasentered into “Agreement to Sell” for 215 (Previous Year 215)including Nil (previous year 65) registered agreements enteredupto the current year, such residential quarters with such parties.Sale consideration amounting to Rs. 504.50 Lacs (Previous YearRs. 504.50 Lacs) has been received as interest free advance.These “agreements” clearly stipulates that final sale of suchquarters are subject to approval of Financial Institutions to whomthese quarters have been mortgaged and the company proposesto seek the same before affecting final sale of such quarters.Accordingly the sale of such quarters will be accounted for only onreceipt of approval of Financial Institutions. Further the Companyhas been legally advised that it can enter into such “Agreementsto Sell”.

40. (a)The Steel unit of the company has entered into few leases,including perpetual leases, agreements for certain portion of thefactory land and building(18428.46 Sq.Mtrs.) (Previous Year 11105.35 Sq. mtrs) for which approval of financial institution, to whomthe factory land and buildings are mortgaged, is yet to be obtained.However, the company has been legally advised that it can enterinto such lease agreements. Further, the lease money has mainlybeen utilised for payment of workers dues.(b)The company has entered into a perpetual lease agreement forcertain portion of closed Soap factory, land & building(1584 sq.mtrs) to a related party. As the said land and building is mortgagedwith the financial institutions therefore the company had soughtthe approval of IDBI Limited (the lead financial institution) to thesaid transaction vide its letter dated 6th September, 2006. SinceIDBI Limited did not respond, therefore the Company again wrotea letter to IDBI Limited on 5th April, 2007 requesting for its approval

(Rs. in Lacs)Particulars Discontinuing operation Vanaspati Unit

2009-10 2008-09

Turnover – –Other Income – 20.85Total Income – 20.85Operating Expenses 5.30 33.94Pre-Tax Profit/(Loss) from Operating activities (5.30) (13.09)Interest expenses – 1.71Profit/(Loss) before Tax (5.30) (14.80)Fringe Benefit Tax – 0.18Profit/(Loss) from operating activities After Tax (5.30) (14.98)Total Assets 165.15 170.45Gain on sale of assets – –Gain on settlement of liabilities – 7.10

Rs. Lacs Rs. Lacs

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MODI INDUSTRIES LIMITED32

SCHEDULE 15: (Contd.)The Lucknow bench of Hon’ble Allahabad High Court by asubsequent order dated 7th July, 2008 upheld the validityof State Advised Price( Rs. 130/- per qtl. for Early varietyand Rs.125/- per qtl. for General variety) fixed by StateGovernment. Aggrieved by the said order, the company hasfiled Special Leave Petition with Hon’ble Supreme Court.The differential liability of the sugar cane price of Rs.848.12 lacs(Previous Year Rs. 848.12 Lacs) for sugarseason 2007-08, if so ordered, will be accounted for inthe books at the time of final disposal of the matter bythe Hon’ble Supreme Court.

44. As per the past practice, the closing stock of finishedgoods in Sugar Unit has been valued at cost or NetRealizable Value (NRV) whichever is lower. Hitherto, forcomputing NRV, the closing stock of finished goods, tothe extent of levy obligation pending as at the year end,was valued at levy sale price and balance quantity wasvalued at prevailing free market prices. However, duringthe current financial year, for computing NRV, theclosing stock, to the extent of levy quantity actuallysold during the period from 1st April, 2010 to 20th July,2010, has been valued at levy, sale price and thebalance quantity has been valued at prevailing freemarket prices. Had the NRV been computed as per pastpractice as stated above, the value of closing stockwould have been lower by Rs. 453.12 Lacs.

45. The Sugar Unit of the Company has discounted salesbills raised on SBEC Sugar Limited amounting to Rs.2600.05 Lacs during the current year from certainpersons/ limited companies etc. and the same (net ofdiscounting charges borne by drawee) has been creditedto the account of SBEC Sugar Limited. The aboveincludes Rs. 1789.44 Lacs being bills discounted fromindividual persons/ HUF/Firms. Balance outstanding ofbills discounted as on 31st March, 2010 amounts to Rs.669.61 Lacs (paid fully subsequently by the drawees)and has been shown in Note1(d) of Schedule 15 ofAnnual Accounts as Bills Discounting.

46. The following are the particulars of dues on account ofsales tax, excise duty, income tax and others as at 31stMarch, 2010 that have been disputed by the Companyin appeals pending before appellate authorities.

to the said transaction. The company in the letter under referencealso mentioned that if IDBI does not respond to the company’srequest, it will be deemed that the company’s request has beenapproved by IDBI Limited and the company will go ahead with thesaid leasing agreement. The IDBI has so far not responded to thecompany’s letter.

41.(a) Recovery Certificate (RC) was issued on 1st May, 2004 onaccount of non-payment of cane price / commission / interestdue to Co-operative societies. The Hon’ble High Court hasstayed the recovery proceedings against the company subjectto payment of dues upto 31st July, 2004. The Company hascomplied with the conditions regarding payment of cane priceand commission on basic SMP upto 31st July, 2004. However,the company has disputed the payment of interest of Rs.142.00Lacs and recovery charges of Rs. 236.00 Lacs in the Hon’bleAllahabad High Court which is still pending. On considerationof prudence, the company has made provision for interestof Rs.142.00 Lacs during the year 2004-05.(b)Recovery Certificate (RC) was issued on 18th March, 2008on account of non payment of cane price/commission/interestdue to Co-operative societies for the sugar season 2007-08.The above RC also includes interest of Rs. 77.37 Lacs upto15th March, 2008 on cane price/ commission payable to societiesand recovery charges of Rs.413.50 Lacs which has not beenprovided for in the books of account.

42 Recovery Certificate (RC) was issued on 10th August, 2007on account of non paymeny of cane price/ commission /interestdue to co-operative societies for the sugar season 2006-07.The above RC also includes interest of Rs. 340.66 Lacsupto 7th August, 2007 on cane price/commission payableto societies and recovery charges of Rs. 426.95 Lacs whichhas not been provided for in the books of account.As perthe interim order dated 27th February, 2008 of Hon’ble SupremeCourt, there shall not be any recovery charges or interestfor delayed payment at this stage.

43. The Company, in compliance of the interim order of theLucknow bench of Hon’ble Allahabad High Court dated 15thNovember, 2007 and subsequently confirmed by Hon’bleSupreme Court vide its order dated 15th May, 2008 has paidcane price of Rs. 110/- per Qtl. for the crushing season2007-08 and has accordingly accounted for the liability.

Name of Statute Nature of the dues Amount of dues(Rs. in Lacs)

Amount deposited underprotest (Rs. in Lacs)

Period to Which theamount relates

Forum where disputeis pending

U. P. VAT Act VAT Tax, Penalty, Interest,Exemption to New Units 2655.02 50.02 1987-88, 1989-90 to 1992-93,

May 91 to March 96Allahabad High Court

Central Sales Tax 71.52 29.55

1992-93

Commercial Tax TribunalGhaziabad

Central Sales Tax 47.64 _ 1988-89

State Tax 15.79 1.79

1991-92

Dy. Commissioner(A) States

Income Tax Act_

1981-82Income Tax 224.75 217.871-3-2001 to 25-04-2001 Civil Court, Ghaziabad

VAT Tax and Penalty 284.60 25.26 1982-83to1984-85 and 1986-87,1988-89and 2007-08

Jt. Commr.(A) Ghaziabad

State Sales Tax Act

Central Sales Tax 93.98 6.85

2005-06 and 2009-10

Allahabad High Court

VAT Tax and Penalty @470.77 308.01 1984-85,1985-86, 1994-95to 1997-98, 1999-2000, to 2001-02,

Commercial Tax TribunalGhaziabad

State Tax 10.56 0.20 1992-93 Addl. Commr. Sales Tax, Delhi

Penalty(HGST) 0.30 _

1988-89 to 1992-93

Tribunal Sales Tax, Chandigarh

Central Sales TaxAct (States) Central Sales Tax 1.92 0.29

1989-90 to 1993-94,1998-99and 2006-07

Appellate Authority/DC(Appeals)

Central Excise &Custom Act *43.91

Supreme Court of India

167.45 50.00

Custom Duty

0.4927.32 _

1985-862004-05

CESTAT

Delhi High Court

Jt. Commr.(A) Ghaziabad

@ Provided for Rs. 82.60 Lacs in the Accounts. * Provided for in the Accounts. ** Provided for Rs. 32.20 Lacs in the Accounts.

VAt Tax 0.56 0.44 Dy. Commr.(Assessment)Modinagar

1985-86, 1994-95 to 1997-98,1999-2000 to 2000-01

1.26 Commissioner of Central Excise (Appeals),Ghaziabad

Central Sales Tax 1.01 _ 2005-06 Dy. Commr.(Assessment), Modinagar

Excise Duty 0.70 _ 2002-03 and 2003-04

Excise Duty Delhi High Court0.25 Allahabad High Court

**49.935.00

0.20__

1996-97,1997-98,1999-2000,2001-02 to 2007-08Feb.1981-Feb.87, 2002-03to 2005-06 CESTATInformation not available1996-97 and 2008-09

Information not available

Central Sales Tax Act

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MODI INDUSTRIES LIMITED 33

47. SEGMENT REPORTING (i)The Management has identified five reportable Business Segments for the current year namely: Sugar comprising of

Cane Sugar, Gas comprising of Gases, Distillery comprising of Liquors and Spirit, Paint comprising of Paints and Varnish,Electrodes comprising of Welding Electrodes (ii) The Vanaspati unit of the company, which is lying closed since 2003,has not been treated as business segment. (iii) The Steel Unit is lying closed since 24th January,1993 due to strike/lock-out. In the meanwhile, opening balances (Assets and Liabilities) of the unit as on 01st April,1992 subject to certainmodifications as per Note 4(c) of Schedule 15 have been incorporated as Assets & Liabilities of Steel Unit. (Refer Note4 of Schedule 15).

(iv) Segmentwise Information(Primary Segments) for the current year : (Rs. in Lacs)

Particulars Sugar Gas Distillery Paint Electrode TotalREVENUE:Total External Sales/Service 10724.32 612.92 757.40 1973.99 7435.13 21503.76Inter-Segment Sales 425.71 3.37 — 7.40 0.24 436.72Total Sales 11150.03 616.29 757.40 1981.39 7435.37 21940.48Less:Inter Segment Sales 425.71 3.37 — 7.40 0.24 436.72Total Sales 10724.32 612.92 757.40 1973.99 7435.13 21503.76

21503.76RESULTS:Segment Result 996.22 89.55 (199.08) 73.31 1453.19 2413.19Add:(i) Profit of Steel Unit # 26.86(ii) Profit/(Loss) of Vanaspati Unit (5.30)(iii) Interest Income 65.76(iv) Exceptional Items $ 964.46

3464.97Less:Interest Expenses 789.41Unallocable Expenses(Net) ** 580.88Profit before tax 2094.68Less : Provision for Tax — Fringe Benefit Tax 0.53Profit after Tax 2094.15

Other Information : (Rs. in Lacs)

Particulars Sugar Gas Distillery Paint Electrode TotalSegment Assets 12023.67 254.48 1074.42 740.52 3530.89 17623.98Steel Unit * 3410.19Investments 798.09FD with Banks &Interest Accrued 83.04 1.48 28.61 3.84 1171.48 1288.45other unallocable assets ** 4948.71Total Assets # 28069.43Segment Liabilities: 9291.60 200.00 925.55 574.04 1236.89 12228.08Steel Unit * 2839.59other unallocable liabilities** 2585.18Total Liabilities 17652.85Secured/ Unsecured Loan/DPG(Including interest accrued) 13120.11 Capital Expenditure:(Including Under Erection 36.44 0.97 114.96 5.90 102.88 261.15and acquired under finance lease)on Segment AssetsDepreciation 368.91 6.74 32.30 13.59 95.16 516.70

NOTES:* Refer Note 47 (iii) above. ** Includes Administrative Offices i.e. MD Office and Corporate Office.01 The Business operations are concentrated in India only. 02 External Revenue is exclusive of Excise Duty realised.03 Inter segment revenues between operating segments are accounted for at market price.@ Includes revaluation of Fixed Assets also. # This excludes Rs.326.27 Lacs being unreconciled debit balance of Steel Unit included in Loan and Advances i.e. Schedule 6.

SCHEDULE 15: (Contd.)

# Including inter-unit rental income of Rs. 43.08 Lacs. $ Refer Note No.4(f)(vii),(viii) and 21(a)(i) & (f) of Schedule 15

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MODI INDUSTRIES LIMITED34

(IV) Segmentwise Information(Primary Segments) for the previous year : (Rs. in Lacs)

Particulars Sugar Gas Distillery Paint Electrode TotalREVENUETotal External Sales 9582.21 650.10 2596.55 1583.27 7604.51 22016.64

Inter-Segment Sales 647.80 4.73 — 6.95 0.18 659.66Total Sales 10230.01 654.83 2596.55 1590.22 7604.69 22676.30

Less :Inter Segment Sales 647.80 4.73 — 6.95 0.18 659.66Total Sales 9582.21 650.10 2596.55 1583.27 7604.51 22016.64Trading Sales of Vanaspati 66.23

22082.87RESULTS:

Segment Result (973.68) 110.57 429.92 (70.14) 1376.45 873.12

Add: (i) Profit of Steel Unit # 19.03 (ii) Profit of Vansapati Unit (15.13) (iii) Interest Income 45.01

922.03Less: Interest Expenses 515.07Unallocable Expenses ( Net)** 501.72

Loss Before Tax 94.76Less: Provision for Tax —Fringe benefit Tax 30.49Loss after Tax 125.25

Other Information : (Rs. in Lacs)

Particulars Sugar Gas Distillery Paint Electrode TotalSegment Assets 7225.47 249.40 1148.32 649.86 2814.6 12087.65Steel Unit* 3427.75Vanaspati Unit 170.45Investments 788.32FD with Banks & Interest Accrued 106.30 1.15 3.07 2.83 1026.34 1139.69Other Unallocable Assets** 4618.54Total Assets #22232.40Segment Liabilities: 5490.69 204.22 1096.50 522.04 1039.85 8353.30Steel Unit* 2839.59Vanaspati Unit 1194.93Other Unallocable Liabilities** 1273.24Total Liabilities 13661.06Secured/ Unsecured Loan/DPG(Including interest accrued) 13369.03Capital Expenditure:(Including Under Erection and acquired under finance lease)On Segment Assets 573.41 16.32 110.66 18.74 68.69 787.82Depreciation 328.64 5.20 33.12 12.39 74.87 454.22

NOTES:* Refer Note 47 (iii) above. ** Includes Administrative Offices i.e. MD Office and Corporate Office.01 The Business operations are concentrated in India only. 02 External revenue is exclusive of Excise duty realised.03 Inter segment revenues between operating segments are accounted for at market price.@ Includes revaluation of Fixed Assets also. # This excludes Rs. 26.69 Lacs being unreconciled debit balance of Steel Unit included in Loan and Advances i.e. Schedule 6.

SCHEDULE 15: (Contd.)

# Including inter-unit rental income of Rs. 42.91 Lacs.

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MODI INDUSTRIES LIMITED 35

SCHEDULE 15: (Contd.)48. RELATED PARTIES DISCLOSURE

01 Entities under the Control of the Company:Subsidiaries:Own Investment (India) Limited. Your Investment (India) Limited.

02 Key Management Personnel:Shri Mahendra Kumar Modi Managing DirectorShri Umesh Kumar Modi Managing Director

03 Other Related parties with whom the Company had transactions etc.Enterprises over which the key Management Personnel and their relatives areable to exercise significant influence:

04 Disclosure of transactions between the company and related parties andthe status of outstanding balances as at 31st March, 2010 :(A) Transactions with the enterprises over which the key Management personnel and their relatives are able to excercise significant influence:

Modipon LimitedMorgardshammar India Ltd.Modi Motors Pvt. Ltd.H.M. Tubes & Containers Pvt. Ltd.Ashoka Mercantile Limited

Bihar Sponge Iron LimitedModi Mundipharma Pvt. Ltd.Modi Line Travel Services Pvt. Ltd.Modi Senator (I) Pvt. Ltd.Weld Excel India Limited

SBEC Sugar LimitedWin-Medicare Pvt. LimitedModi Revlon Pvt. Ltd.A to Z Holding Pvt. Ltd.

(Rs. in Lacs)

2008-09Sale of GoodsSBEC Sugar Limited (Note 45) 2720.56 2110.72Weld Excel India Limited 239.57 179.79Others — 32.09

2960.13 2322.60Purchase of Goods/Raw MaterialsSBEC Sugar Limited — 418.93Weld Excel India Limited 115.48 20.85Others 27.10 14.22

142.58 454.00Purchase of AssetsWeld Excel India Limited — 18.17Modipon Limited 8.84 —Ashoka Mercantile Limited 3.26 8.41Others — 0.28

12.10 26.86Rental IncomeWin Medicare Private Limited 54.47 40.38Others 28.61 31.32

83.08 71.70

Payment of Rent 0.79 2.35Expenses reimbursed 12.70 11.02Expenses realized 5.79 7.48

Amount Written backBihar Sponge Iron Limited 472.65 —[Note 4 (f)(viii)]

Services rendered 4.20 4.29

Royalty Fee receivedWeld Excel India Limited 29.76 24.31

Receiving of ServicesWeld Excel India Limited 24.53 71.66Ashoka Mercantile Limited 13.81 12.40Others 3.13 4.18

41.47 88.24

Year2009-10

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MODI INDUSTRIES LIMITED36

* This excludes amount of Steel Unit in view of non- incorporation of Balance Sheets for these years on account of non-availability of opening audited balances as on 01-04-1993( Refer Note 4 of Schedule 15)# Unsecured interest free advance given Rs 500 lacs pursuant to an agreement for commitment to supply electrode which will be adjusted from supply of goods @ 33.33% of invoice value.

Security deposits givenModipon Limited 9.15 57.50

Loans and Advances given# Weld Excel India Limited 500.00 —

* Amount recoverable Good 49.31 86.97 Doubtful 3.78 3.78

# Loans and Advance recoverable 461.85 —

Security deposit recoverable for quarters 66.65 —

* Amount payable 83.63 100.62

Unsecured Loan Outstanding 149.88 149.88

Lease rent payable 83.61 135.68

(Rs. in Lacs)

Year2009-10 2008-09

(B) Disclosure of transactions with subsidiaries: (Rs. in Lacs)

(C) Payment to the Key Management Personnel: (Rs.in Lacs)

(i) Managerial Remuneration Shri Mahendra Kumar Modi 16.37 5.63ii) Amount recoverable — 0.29(iii) Amount Payable (Provision for gratuity) 3.35 3.35

2009-10 2008-09Balance of Loan takenOwn Investment (India) Ltd. 1.25 1.25Your Investment (India) Ltd. 6.00 6.00

7.25 7.25Interest payable on Loan 1.21 1.04Interest expense 0.51 0.51

Year

Year2009-10 2008-09

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MODI INDUSTRIES LIMITED 37

CLASS OF GOODS UNITS/QUANTITY PRODUCTION TURNOVER *VALUE Rs. Lacs 2010 2009 2010 2009

Sugar M.T. 45542 44080# 32603 54300Value — — 10560.09 9791.80

Molasses (By Product) M.T. 22739 24803 10325 1173011407 11549

Value — — 522.43 473.39Bagasse(By product) M.T. 148950 147096 143958 145873

4992 1223Value — — 109.79 11.85

Dissolved Acetylene Gas Cu.Mtr. 155296 204230 196 164155552 204495

Value — — 286.99 381.12Spirit K.Ltr.in B.L. 2387 2856 1050 2956

1152 200Value — — 373.67 52.00

ENA K.Ltr.in B.L. 11 28 0.50 73.00— —

Value — — — —Country Liquor K.Ltr.in B.L. 809 6401 868 6351

Value — — 1171.72 8981.08Bio-Organic Manure M.T. 1833 3377 1933 3977

Value — — 12.65 20.07Special Denature Spirit K.Ltr. 716 573 716 577

Value — — 190.97 139.24667 290

Carbon-di-Oxide Gas K.G. 1184265 983148 1186996 974932Value — — 102.31 75.82

Paint & Varnish M.T. 5516.30 4929.64 9.50 10.445422.68 4871.55

Value — — 2139.53 1794.72Welding Electrodes M.T. 8337$ 7771 0.20 1.43

8454.80 7656.57Value — — 7893.78 8436.95

Flux M.T. 274 208 274 208Value — — 148.35 117.35

Total (Value) — — 23512.28 30275.39* Inclusive of Excise Duty but excludes rebate and trade discounts. T Transfers represent material used for self consumption / further

processing/ Inter Unit Transfer. $ Includes 203 MT Co2 wire Electrodes purchased in semi packed condition( Value Rs. 123.41 Lacs)# Includes 321 MT Sugar produced from reprocessing of purchased Sugar 324 MT.

T

TT

T

T T

T

T

T

T

T

T

T

T

SCHEDULE 15: (Contd.)49. Additional Information as required by Part II of Schedule VI of the Companies Act, 1956.A. PARTICULARS OF LICENSED CAPACITY, PRODUCTION, STOCKS AND SALES FOR THE YEAR ENDED 31ST MARCH, 2010.

CLASS OF GOODS UNITS C A P A C I T I E S * *QUANTITY L I C E N S E D I N S T A L L E D

2010 2009 2010 2009

Sugar M.T. per day of * * 5000 5000Sugarcane Crushing

Vanaspati M.T. per day 120 120 20000 20000 (M.T. per annum)

Dissolved Acetylene Gas Cu.Mtr. per year 292351 292351 292351 292351

Spirit K.Ltr. per year 4842.5 4842.5 4842.5 4842.5

Carbon-di-oxide Gas M.T. per year * * 2520000 2520000

Paint & Varnish M.T. per year * * 7000 5000

Welding Electrodes M.T. per year * * 22680 22680

Steel Castings** M.T. per year 6000 6000 2000 2000

Rods, Flats,Sections, Wires ** M.T. per year 75760 75760 90000 90000(Rolling) (Rolling)

36000 36000(Drawing) (Drawing)

Oxygen Gas ** Cu.Mtr. per year 1036800 1036800 1036800 1036800

*Industry delicensed * * Steel Unit figures as on 31st March,1992. (Refer Note 4 of Schedule 15). @ Based on triple shift basis

@ @

@ @

T T

$

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MODI INDUSTRIES LIMITED38

SCHEDULE 15: (Contd.)CLASS OF GOODS UNITS/QUANTITY STOCKS OF GOODS MANUFACTURED

VALUE Rs. Lacs OPENING CLOSING2010 2009 2010 2009

Sugar M.T. 10401 20621 23340 10401Value 1755.75 3056.77 6550.02 1755.75

Molasses M.T. 7708 5589 8928 7708Value 413.44 206.74 265.80 413.44

Vanaspati Others M.T. 1.415 1.415 1.575 1.415Value 0.02 0.02 0.02 0.02

Dissolved Acetylene Gas Cu.Mtr. 2484 2891 2032 2484Value 3.35 3.89 2.94 3.35

Carbon di-oxide Gas K.G. 7926 — 4528 7926Value 0.42 — 0.30 0.42

Spirit K.L. in B.L. 712 1012 897 712Value 206.01 167.62 217.63 206.01

ENA K.Ltr.in B.L. 1 46 11.5 1Value 0.19 8.01 3.03 0.19

Special Denatured Spirit K.L.in B.L. — 4 — —Value — 0.61 — —

Country Liquor K.Ltr.in B.L. 59 9 — 59Value 78.93 11.68 — 78.93

Bio-Organic Manure M.T. 1200 1800 1100 1200Value 4.5 8.64 3.96 4.50

Paint & Varnish M.T. 318.67 271.02 402.80 318.67Value 123.77 102.65 135.57 123.77

Welding Electrodes M.T. 585 472 467 585Value 547 425.17 406.36 547

Wires * M.T. 2425 2425 2425 2425Value 442.63 442.63 442.63 442.63

Rods, Flats, Sections * M.T. 2552 2552 2552 2552Value 398.25 398.25 398.25 398.25

Oxygen Gas * Cu.Mtr. 1061 1061 1061 1061Value 0.05 0.05 0.05 0.05

Scrap & Others * Value 54.81 54.81 54.81 54.81

Total (Value) 4029.12 4887.54 8481.37 4029.12

* This represents figures of Steel Unit as at 31st March, 1992. (Refer Note 4 of Schedule 15).These figures are subject to change in view of sale of goods in 1993-94 as stated in note 3 of Schedule 14.

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MODI INDUSTRIES LIMITED 39

SCHEDULE 15: (Contd.)

TRADING OPERATIONS:

CLASS OF GOODS UNITS/QTY PURCHASES OPENING CLOSING SALES

VALUE 2010 2009 2010 2009 2010 2009 2010 2009Rs.Lacs

T2385 T4000

Oxygen Gas Cylinders 97327 87124 186 95 104 186 95024 83033Value 59.39 53.48 0.15 0.07 0.08 0.15 96.05 75.62

Hydrogen Gas Cylinders 13960 16440 449 416 556 449 13853 16407Value 23.65 20.62 0.81 0.54 1.03 0.81 35.06 30.46

Argon Gas Cylinders 7485 6289 286 134 174 286 7597 6137Value 20.46 23.88 1.1 0.62 0.54 1.10 47.62 44.84

CO2 Gas Cylinders 5490 12234 39` 8 19 39 5510 12203Value 11.36 23.75 0.08 0.02 0.05 0.08 18.47 35.65

N2H2 Mixture Cylinders 711 688 55 8 33 55 733 641Value 1.13 0.64 0.06 0.01 0.04 0.06 1.46 1.59

T 5 T 1

Nitrogen Gas Cylinders 15821 21133 344 207 203 344 15957 20995Value 16.32 20.29 0.39 0.20 0.23 0.39 30.29 34.63

Medical Oxygen Cylinders 0 10 — — — — 0 10Value 0 0.01 — — — — 0 0.01

Zero Air Gases Cylinders 284 321 37 15 21 37 300 299Value 0.44 0.49 0.06 0.02 0.03 0.06 1.13 0.79

Glowlite Putty Kgs. 13100 20180 770 1970 2590 770 11280 21380Value 1.98 2.77 0.11 0.25 0.38 0.11 3.44 5.21

Satina Uni Stainer Kgs. 3451 2435 807 1085 847 807 3411 2713Value 6.61 4.51 1.51 2.07 1.61 1.51 11.09 8.81

Vanaspati M.T. — 68.519 — 46.110 — — — 114.629Value — 38.01 — 28.12 — — — 66.23

Total (Value) 141.34 188.45 4.27 31.92 3.99 4.27 244.61 303.84

B. RAW MATERIALS CONSUMED

PARTICULARS UNITS QUANTITY VALUE 2010 2009 2010 2009

Sugarcane Qtls. 4,858,900 4,749,069 12,237.48 7,086.07Oils M.T. 154.382 93.969 80.01 53.29Calcium Carbide M.T. 515.800 642.450 180.08 230.68Acetone M.T. 10.838 10.807 6.82 7.34Carbon di Oxide Gas M.T. 1269.64 1022.395 59.22 39.80Molasses M.T. — — 2.64 3.27Chemicals M.T. 8125.28 7379.74 2381.03 2254.88Wires M.T. 6154.073* 5904.115 2414.11* 2955.24Scotch B.L. 4 4 0.01 0.01Rectified Spirit K.L. 0 75 0.00 24.90Grain E.N.A. B.L. 1803.40 0 0.74 0.00Natural Mineral Water B.L. 200.80 0 0.09 0.00Sugar for reprocessing Qtls. — 3236 — 65.34

17362.23 12720.82

Rs.Lacs Rs.Lacs

* Wires includes 203 MT Co2 wire electrodes purchased in semi packed condition(Value Rs. 100.61 Lacs)

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MODI INDUSTRIES LIMITED40

SCHEDULE 15: (Contd.)C. ADDITIONAL INFORMATION,TO THE EXTENT APPLICABLE

2010 2009PARTICULARS

Rs. Lacs %AGE Rs. Lacs % AGE

(A) Value of Imports on CIF Basis(i) Raw Materials (Cost of Material acquired) 119.31 138.60(ii) Components & Spare Parts 1.10 —

(B) Expenditure in Foreign Currency

Other Matters(Travelling) 5.03 6.32

(c) Value of Imported/Indigenous Raw Materials,Spare Parts and Components consumed

(a) (i) Raw Material Imported 94.06 0.54 206.64 1.62 (ii) Raw Material Indigenous 17268.17 99.46 12514.18 98.38

TOTAL 17362.23 100.00 12720.82 100.00

(b) (i) Spare Parts and Components Imported 1.33 0.52 0.04 0.01 (ii) Spares Parts and Components Indigenous 256.87 99.48 344.48 99.99

TOTAL 258.20 100.00 344.52 100.00

Notes:(1) Delicensed/Licensed and installed capacity is as certified by officials of the Company.(2) Where one class of goods is used in the manufacture of another, consumption of materials has been arrived at without deducting

internal transfer during the year.(3) The quantity sold has been derived from the quantitative details available in respect of opening, closing stocks and productions.(4) As segregation between spare parts and components is not possible, the value of consumption of spare parts and components

has been aggregated. The figures given in C(b) above are as certified by the officials of the Company.

i . Registration Details :Registration No. 469 State Code : 20Date of Balance Sheet : 31.03.2010

i i Capital Raised during the year Amount in Rs.’000Public Issue Ni lRight Issue (Conversion of Warrants) Ni lBonus Issue Ni lPrivate Placement Ni l

i i i Position of Mobilisation and Deployment of Funds(Refer Note 4 of Schedule 15) Amount in Rs.’000Total Liabilities 17,71,581Total Assets 17,71,581(including accumulated losses)Sources of Funds :Paid Up Capital 37,142Reserves & Surplus 4,22,428Secured Loans 8,30,260Unsecured Loans 4,78,240Deferred Credits 3,511Application of Funds :Net Fixed Assets 9,34,640Capital Work in Progress 11,188

Investments 79,811Net Current Assets 1,49,11Miscellaneous Expenditure 1,107Accumulated Losses 7,29,924

iv Performance of the Company:Amount in Rs.’000

Turnover(including other income and exceptional incomebut excluding Excise Duty) 23,43,781Total Expenditure (Including exceptional expenses) 21,343,13Profit before Tax 2,09,468Profit after Tax 2,09,415Earning per Share(in Rupees) 63.10Dividend Rate (%) Ni l

v Generic Names of Three Principal Products/Services ofCompany (as per monetary terms)Item Code No. (ITC Code) 17011190Product Description Cane Sugar (others)Item Code No. (ITC Code) 32081010Product Description Enamel (Paint)Item Code No. (ITC Code) 831110Product Description Coated Electrodes ofBase Metal

50. Balance Sheet Abstract and Company’s General Business Profile as required under Part IV of Schedule VI to theCompanies Act, 1956.

As per our report attachedfor P.R. Mehra & Co. Krishan Kumar ModiChartered Accountants Rakesh Kumar ModiRegn. No. 000051N Suraj Parkash Modi

Manish ModiAbhishek Modi

Ashok Malhotra Mahendra Kumar Modi Santosh Kumar AggarwalPartner Ajay PS Saini Umesh Kumar Modi Krishna KumarJainMembership No.82648 Company Secretary Managing Directors Directors

Dated: 12th August, 2010New Delhi

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MODI INDUSTRIES LIMITED 41

PARTICULARS 2009-10 2008-09

Rs. Lacs Rs. Lacs(A)CASH FLOW FROM OPERATING ACTIVITIES :Profit/(Loss) before Tax 2094.68 (94.76)

Add: Adjustments for:i) Depreciation 528.24 470.16ii) Assets/Investment written off/ 7.36 8.85

Loss on Sale of Fixed Assets/storesiii) Interest Expenses 789.41 551.06iv ) Provision for Obsolete Stores — 5.00v ) Provision for Doubtful Debts & Advances 10.10 3.64v i ) Amounts/ Claims/Bad Debts written off 3.42 0.99

(Net of provisions)vi i) Provision for diminution in value of Investments — 9.79

1338.53 1049.493433.21 954.73

Less: Adjustments for :i) Interest Income 122.02 115.34ii) Profit on sale of Fixed Assets 4.81 0.34iii) Excess Provision written back 263.59 35.32iv ) Excess Provision for Interest written back 735.18 —v ) Amount Written Back 472.65 —vi) Profit on Sale of Stores 1.21 0.01vi i) Security forfeited(cylinders) — 0.77viii) Divedend Income 21.00 10.50

1620.46 162.28Operating Profit before Working 1812.75 792.45Capital ChangesAdjustments for :Trade Receivables (434.01) 283.92Inventories (4726.29) 860.65Trade Payable 4383.18 (2530.82)Loans & Advances (602.35) (33.22)Cash Generated from Operations 433.28 (627.02)Interest Paid (Note 1) (598.05) (283.69)Fringe Benefit Tax (12.65) (35.38)Net Cash from Operating Activities (A) (177.42) (946.09)(B) CASH FLOW FROM INVESTING ACTIVITIES :

Rs. Lacs Rs. LacsPurchase of Fixed Assets (445.23) (305.74)Sale of Fixed Assets 14.57 0.64Decrease in Term Deposits 200.00 —Increase in Investments — (6.13)Advance against sale of Fixed Assets — 178.53Interest Received 138.42 110.82Dividend Received 21.00 10.50Net Cash Flow from Investing Activities (B) (71.24) (11.38)

PARTICULARS 2009-10 2008-09

Rs. Lacs Rs. Lacs

(C) CASH FLOW FROM FINANCING ACTIVITIES :

Unsecured Loan from Others(Net) (Note 1b) 940.78 1537.51

Unsecured Fixed Deposits paid (4.64) (0.44)

Debentures redeemed (200.00) —

Cash Credits (Note 3) (444.55) —

Net Cash from Financing Activities (C) 291.59 1537.07

* Inter Unit Balances (Net) (D) (Note 2) 172.90 33.37

Net increase/(decrease) in cash and

Cash Equivalents (A+B+C+D) 215.83 612.97

Opening Cash and Cash Equivalents 1352.37 739.40

Closing Cash and Cash Equivalents 1568.20 1352.37

Notes:

1 . (a) Interest credited to accounts of Suppliers, C&F Agents

and dealers etc. is treated as paid.

(b) Interest paid & increase in Unsecured Loans includes

Rs. 451.76 Lacs each being Interest accrued & due on

31.03.2009 converted into Loan.

2 . In view of non availability of audited balance sheet as on

31.03.2009 and 31.03.2010 of Steel unit, cash flow from

investing/ financing activities and changes in current assets

and liabilities of Steel Unit are not included in the Cash Flow

Statement except for inclusion of net inflow of Rs.172.90

Lacs on account of (i) net increase in inter unit balances

appearing in Schedule 6 i.e. Current Assets, Loans & Advances

by Rs. 299.75 Lacs and (ii) write back of liability of Rs.

472.65 Lacs (Refer Note 4 of Schedule 15)

3 . Figures in brackets represents outflows.

4 . Cash and cash equivalents excludes Fixed Deposits pledged

as Security/lying in No Lien Account/Molasses Storage Fund.

5 . Previous year figures have been rearranged/regrouped

wherever considered necessary.

Rs. Lacs

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

As per our report attachedfor P.R. Mehra & Co. Krishan Kumar ModiChartered Accountants Rakesh Kumar ModiRegn. No. 000051N Suraj Parkash Modi

Manish ModiAbhishek Modi

Ashok Malhotra Mahendra Kumar Modi Santosh Kumar AggarwalPartner Ajay PS Saini Umesh Kumar Modi Krishna KumarJainMembership No.82648 Company Secretary Managing Directors Directors

Dated: 12th August, 2010New Delhi

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MODI INDUSTRIES LIMITED42

To the Shareholders,Your Directors have pleasure in presenting the 28th Annual Reporttogether with the Audited Statement of Accounts of the Companyfor the year ended 31st March, 2010.FINANCIAL RESULTS :During the year under report, the Company incurred a loss ofRs. 0.13 Lacs (before tax) after meeting all the expenses. Thereis already a debit balance amounting to Rs. 0.42 Lacs in theProfit and Loss Account up to last years.After appropriation theloss for the year of Rs 0.13 Lacs was transferred to the Profitand Loss Account. In view of the above no dividend could bedeclared for the year.FIXED DEPOSITS :During the year under review, the Company has not acceptedany Fixed Deposits from the Public.DIRECTORS :Shri N.P. Bansal, Director of the Company, retires by rotationand being eligible, offers himself for re-appointment.DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to the requirement under Section 217 (2AA) of theCompanies Act, 1956, it is confirmed:i) that in the preparation of the annual accounts, the applicable

accounting standards have been followed and where everrequired proper explanations relating to material departureshave been given;

ii) that the directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company atthe end of the financial year and of the profit or loss of thecompany for that period;

iii) that the directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detectingfraud and other irregularities;

i v ) that the annual accounts have been prepared on a goingconcern basis.

COMPLIANCE CERTIFICATE UNDER SECTION 383 A (1):In terms of Proviso to Section 383 A (1) of the Companies Act,1956 as inserted by Companies (Amendment) Act, 2000.Compliance Certificate as obtained from a whole time practicingCompany Secretary is attached herewith.AUDITORS’ OBSERVATION :The provision for fall in value of investments has not been doneas these investments are considered strategic investments.AUDITORS :You are requested to appoint Auditors for the year 2010-11 andfix their remuneration. M/s. P.D. Ramanand & Co., CharteredAccountants, Modinagar, being eligible, offer themselves forre-appointment.PARTICULARS OF EMPLOYEES :There is no employee for the financial year under review whowas in receipt of remuneration at the rate of Rs.2,00,000/- permonth whose particulars are required to be given under Section217(2A) of the Companies Act, 1956.

By Order of the Board,Delhi G.C. JAINDated: 07th August, 2010 CHAIRMAN

OWN INVESTMENT (INDIA) LIMITEDDIRECTORS’ REPORT

AUDITORS’ REPORTTo The Members ofOwn Investment (India) Limited,Delhi.We have audited the attached Balance Sheet of OWNINVESTMENT (INDIA) LIMITED as at 31st March, 2010, and alsothe Profit & Loss Account of the Company for the year ended onthat date annexed thereto. These financial statements are theresponsibility of the company’s management. Our responsibilityis to express an opinion on these financial statements based onour audit.We conducted an audit in accordance with auditing standardsgenerally accepted in India. Those standards require that we planand perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material mis-statement. An audit includes examining,on test basis,evidencesupporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accountingprinciples used and significant estimates made by managementas well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for ouropinion.As required by the Companies (Auditor’s Report) Order,2003,issued by the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act,1956, weenclose in the annexure a statement on the matters specified inparagraphs 4 and 5 of the said order.Further to our comments in the Annexure referred to above, wereport that:(1) We have obtained all the information and explanations, which

to the best of our knowledge and belief were necessary forthe purpose of our audit;

(2) In our opinion proper books of account as required by law havebeen kept by the Company so far as appears from ourexamination of those books;

(3) The Balance Sheet and Profit & Loss Account have been dealtwith by this report are in agreement with the books of account;

(4) In our opinion, the Balance Sheet & Profit & Loss Account

dealt with by this report comply with the accounting standardsreferred to in sub section (3C) of section 211 of theCompanies Act, 1956; except that the provision for diminutionin market value (book value amounting to Rs. 4,11,640.00) ofquoted investments and in the book value (amountunascertained)of unquoted investments has not been made asrequired by AS-13 on Accounting for Investments as issuedby the Institute of Chartered Accountants of India.

(5) On the basis of written representations received from thedirectors,as on 31-03-2010 and taken on record by the Boardof Directors, we report that none of the Directors isdisqualified as on 31-03-2010 from being appointed as adirector in terms of clause (g) of sub section (1) of section274 of the Companies Act, 1956 ;

(6) In our opinion and to the best of our information and accordingto the explanations given to us, the said accounts give theinformation required by the Companies Act, 1956, in themanner so required and give a true and fair view inconformity with the acounting principles generally acceptedin India:

(i) in the case of Balance Sheet of the state of affairs of thecompany as at 31st March, 2010.

(ii) in the case of profit & Loss account, of the loss for the yearended on that date.

ANNEXURE TO THE AUDITORS’ REPORTReferred to in paragraph 1 of our report of even date.(I) The Company has no fixed assets.(II) The Company has no inventories.(III) The Company has neither granted nor taken unsecured loans to/

from companies, firms or other parties covered in the registermaintained under section 301 of the Companies Act, 1956.

(IV) In our opinion and according to the information and explanationsgiven to us, there are adequate internal control procedurescommensurate with the size of company and the nature of itsbusiness for the purchase of inventory and fixed assets and forsale of goods. During the course of audit, no major weakness hasbeen noticed in the internal control system.

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MODI INDUSTRIES LIMITED 43

OWN INVESTMENT (INDIA) LIMITED(V) Based on the audit procedures applied by us and according

to the information and explanations given to us, we are of theopinion that the transactions that need to be entered in theregister in pursuance of section 301 of the CompaniesAct,1956 have been entered.

(VI) The Company has not accepted any deposit from public.(VII) In our opinion, the company does not need internal audit

system commensurate with its size and nature of its business.(VIII)The Central Government has not prescribed maintenance of

cost records by the company under section 209(1)(d) of theCompanies Act, 1956.

(IX) (a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues including provident fund,investor education and protection fund, employees stateinsurance, income tax, sales tax, wealth tax, custom duty,excise duty, cess and other applicable statutory dues.(b) According to the information and explanations given to us,there are no dues of sales tax, income tax, wealth tax, customduty,excise duty, cess which have not been deposited onaccount of any dispute.

(X) The company’s accumulated losses on 31-03-2010 are lessthan fifty percent of its net worth. The company has incurredcash losses during the year under report and during last year.

(XI) In our opinion and according to the information andexplanations given to us, the company has not defaulted inrepayment of dues to any financial institution, bank or todebenture holders during the year.

(XII) In our opinion and according to the information andexplanations given to us, the company has not granted anyloans and advances on the basis of security by way of pledgeof shares, debentures and other securities.

(XIII) The provisions of any special statute pertaining to chit fund,nidhi or mutual benefit fund/society are not applicable tothe company.

(XIV) In our opinion and according to the information andexplanations given to us, the company does not deal ortrade in shares, securities, debentures and otherinvestments. However, it holds investments in sharesof other bodies corporate.

(XV) As explained to us, the company has not given any guaranteefor loans taken by others from bank or financial institutions.

(XVI) The Company has not raised any term loans.(XVII) According to the information and explanations given to us and

on an overall examination of the Balance Sheet of theCompany, we report that the funds raised on short term basishave not been used for long term investment and vice-versa.

(XVIII)The Company has not made any preferential allotment ofshares to parties and companies covered in the registermaintained under section 301 of the Companies Act, 1956during the year.

(XIX) The Company has not issued debentures since inception.(XX) The Company has not raised any money by public issue

during the year.(XXI) According to the information and explanations given to us,

during the year, no fraud on or by the company has beennoticed or reported.

for P.D. RAMANAND & COMPANYCHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No.-9784Dated: 07th August, 2010. PARTNER

BALANCE SHEET AS AT 31ST MARCH, 2010LIABILITIES AS AT 31.3.2010 AS AT 31.3.2009 ASSETS AS AT 31.3.2010 AS AT 31.3.2009

(Rs.) (Rs.) (Rs.) (Rs.)SHARE CAPITAL : FIXED ASSETS — —AUTHORISED INVESTMENTS (AT COST)

SCHEDULE 1 1,171,640.00 1,171,640.0080,000 Equity Shares of 8,000,000.00 8,000,000.00

Rs.100/- each CURRENT ASSETS, LOANS &20,000 Preference Shares ADVANCES :

of Rs.100/- each 2,000,000.00 2,000,000.00 A. Current Assets:10,000,000.00 10,000,000.00 Balance with Scheduled Bank

ISSUED, SUBSCRIBED in Current Account 16,480.00 21,212.00& PAID-UP:13,215 Equity Shares of 1,321,500.00 1,321,500.00 Cheques & drafts in Hand — —Rs.100/- each fully paid-up(Note) B. Loans & Advances:RESERVES & SURPLUS:General Reserve — — Loans to Holding Company 1,25,000.00 1,25,000.00Special Reserve 9,000.00 9,000.00 Advances recoverable in cash or 857.51 857.51

in kind or for value to be receivedProfit & Loss Account (54,984.49) (41,905.49)

CURRENT LIABILITIES & PROVISIONS Income Tax Paid in advance 7,913.00 5,930.00a. Current Liabilities:

Sundry Creditors 46,375.00 36,045.00b. Provisions:

Taxation — —

1,321,890.51 1,324,639.51 1,321,890.51 1,324,639.51

AS PER OUR REPORT ATTACHEDFor P.D. RAMANAND & CO.,CHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No. F-9784 A.J. KOHLI N.P. BANSAL VIJAY SULTANIA G.C. JAINDated: 07th August, 2010 PARTNER SECRETARY DIRECTOR DIRECTOR CHAIRMAN

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MODI INDUSTRIES LIMITED44

OWN INVESTMENT (INDIA) LIMITEDPROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010EXPENDITURE THIS PREVIOUS INCOME THIS PREVIOUS

YEAR YEAR YEAR YEAR(Rs.) (Rs.) (Rs.) (Rs.)

General Office Expenses 4,132.00 2,167.00 Interest received 8,750.00 8,750.00(including Legal,Postage,Stationery, (Note)Bank Charges etc.)

Salary paid 7,200.00 6,000.00 Excess provision written back 433.00 —Filing Fees 1,530.00 1,530.00Directors’ Sitting Fees 2,400.00 2,400.00Auditors Remuneration:

Fee 7,000.00 5,000.00 By Loss for the year carrieddown 13,079.00 8,347.00

22,262.00 17,097.00 22,262.00 17,097.00

Loss for the year 13,079.00 8,347.00Loss of Previous years 41,905.49 33,558.49 Loss Carried Over 54,984.49 41,905.49

54,984.49 41,905.49 54,984.49 41,905.49

NOTE: Includes tax deducted at source Rs.1,983.00 (Previous Year Rs.1,983.00).AS PER OUR REPORT ATTACHED

For P.D. RAMANAND & CO.,CHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No. F-9784 A.J. KOHLI N.P. BANSAL VIJAY SULTANIA G.C. JAINDated: 07th August, 2010 PARTNER SECRETARY DIRECTOR DIRECTOR CHAIRMAN

SCHEDULE 1: INVESTMENTS-FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2010DESCRIPTION FACE VALUE COST

AS AT 31.3.2010 AS AT 31.3.2010 AS AT 31.3.2009

(Rs.) (Rs.) (Rs.)OTHER THAN TRADEQUOTED41,164 Equity Shares of Rs.10/- each fully paid up in 411,640.00 411,640.00 411,640.00

Modi Spinning & Weaving Mills Company Limited(Aggregate Market Value NIL)

Aggregate Amount 411,640.00 411,640.00 411,640.00UNQUOTED

1,500 Equity Shares of Rs.100/- each fully paid up in 150,000.00 150,000.00 150,000.00Associated Tubewells (India) Limited

20,000 Equity Shares of Rs.10/- each fully paid up in 200,000.00 200,000.00 200,000.00Morgardshammer India Limited

24,000 Equity Shares of Rs.10/- each fully paid up in 240,000.00 240,000.00 240,000.00Win Medicare Pvt. Limited

5,000 Equity Shares of Rs.10/- each fully paid up in 50,000.00 50,000.00 50,000.00Modi Garh Chemicals Private Limited

10,000 Equity Shares of Rs.10/- each fully paid up in 100,000.00 100,000.00 100,000.00Modi Santa Fe (India) Limited

2,000 Equity Shares of Rs.10/- each fully paid up in 20,000.00 20,000.00 20,000.00Bekaert Engg. Private Limited

Aggregate Amount 760,000.00 760,000.00 760,000.00 TOTAL 1,171,640.00 1,171,640.00 1,171,640.00

NOTES: 1. No provision has been made for fall in the market/Book value of the above shares.2. Pursuant to directions received from Reserve Bank of India, main object clauses of the Company was

amended on 16.09.2000 so that the Company would not carry on the business of Non-banking FinancialInstitution within the meaning of Section 45 1A of the Reserve Bank of India Act, 1934. Accordingly theCompany has not acquired any fresh investments.

A.J. KOHLI N.P. BANSAL VIJAY SULTANIA G.C. JAINSECRETARY DIRECTOR DIRECTOR CHAIRMAN

DelhiDated: 07th August, 2010

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MODI INDUSTRIES LIMITED 45

OWN INVESTMENT (INDIA) LIMITED

Balance Sheet Abstract and Company’s General Business Profile as required under Part IV of ScheduleVI to the Companies Act, 1956

i. Registration Details :Registration No. 12017 State Code : 55 Balance Sheet Date: 31.03.2010

ii Capital Raised during the year (Amount in Rs.’000)Public Issue NilRight Issue NilBonus Issue NilPrivate Placement Nil

iii Position of Funds : (Amount in Rs.’000)Total Liabilities 1,322Total Assets 1,322Sources of Funds :Paid Up Capital 1,322Reserves & Surplus NilSecured Loans NilUnsecured Loans NilDeferred Credits Nil

Application of Funds :Net Fixed Assets NilInvestments 1,172Net Current Assets 104Miscellaneous Expenditure NilAccumulated Losses 46

iv Performance of the Company (Amount in Rs.’000)Turnover (including other income) 9Total Expenditure 22Loss Before Tax 13Loss After Tax 13Earning per Share (Negative) (in Rupees) 0.99Dividend Rate (%) Nil

v Generic Names of Three Principal Products/Services of the Company (as per monetary terms)Item Code No. (ITC Code) NO PRODUCTION ACTIVITYProduct Description

AS PER OUR REPORT ATTACHEDFor P.D. RAMANAND & CO.,CHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No. F-9784 A.J. KOHLI N.P. BANSAL VIJAY SULTANIA G.C.JAINDated:07th August, 2010 PARTNER SECRETARY DIRECTOR DIRECTOR CHAIRMAN

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MODI INDUSTRIES LIMITED46

To the Shareholders,Your Directors have pleasure in presenting the 28th Annual Reporttogether with the Audited Statement of Accounts of the Companyfor the year ended 31st March, 2010.FINANCIAL RESULTS :During the year under report, the Company earned a profit ofRs. 0.20 Lacs (before tax) after meeting all the expenses. Aftermaking a provision of Rs.0.06 Lacs for Income tax for the year,the Company has earned a net profit of Rs. 0.14 Lacs.In view of the above no dividend could be declared for the year.FIXED DEPOSITS :During the year under review, the Company has not acceptedany fixed deposits from the public.DIRECTORS :Shri Santosh Chandra Gupta, Director of the Company, retiresby rotation and being eligible, offers himself for re-appointment.DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to the requirement under Section 217 (2AA) of theCompanies Act, 1956, it is confirmed:i) that in the preparation of the annual accounts, the applicable

accounting standards have been followed and where everrequired proper explanations relating to material departureshave been given;

ii) that the directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company atthe end of the financial year and of the profit or loss of thecompany for that period;

iii) that the directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detectingfraud and other irregularities;

i v ) that the annual accounts have been prepared on a goingconcern basis.

COMPLIANCE CERTIFICATE UNDER SECTION 383 A (1):In terms of Proviso to Section 383 A (1) of the Companies Act,1956 as inserted by Companies (Amendment) Act, 2000.Compliance Certificate as obtained from a whole time practicingCompany Secretary is attached herewith.AUDITORS’ OBSERVATION :The provision for fall in value of investments has not been doneas these investments are considered strategic investments.AUDITORS:You are requested to appoint Auditors for the year 2010-11 andfix their remuneration. M/s. P. D. Ramanand & Co., CharteredAccountants, Modinagar, being eligible, offer themselves forre-appointment.PARTICULARS OF EMPLOYEES :There is no employee for the financial year under review whowas in receipt of remuneration at the rate of Rs.2,00,000/- permonth whose particulars are required to be given under Section217(2A) of the Companies Act, 1956.

By Order of the Board,Delhi VIJAY SULTANIADated: 07th August, 2010 CHAIRMAN

YOUR INVESTMENT (INDIA) LIMITEDDIRECTORS’ REPORT

AUDITORS’ REPORTTo The Members ofYour Investment (India) Limited,Delhi.We have audited the attached Balance Sheet of YOURINVESTMENT (INDIA) LIMITED as at 31st March, 2010 and alsothe Profit & Loss Account of the Company for the year ended onthat date annexed thereto. These financial statements are theresponsibility of the company’s management. Our responsibilityis to express an opinion on these financial statements based onour audit.We conducted an audit in accordance with auditing standardsgenerally accepted in India. Those standards require that we planand perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material mis-statement. An audit includes examining on test basis,evidencesupporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accountingprinciples used and significant estimates made by managementas well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for ouropinion.As required by the Companies (Auditor’s Report) order,2003 issuedby the Central Government of India in terms of sub-section(4A)of Section 227 of the Companies Act,1956, we enclose in theannexure a statement on the matters specified in paragraphs 4and 5 of the said order.Further to our comments in the Annexure referred to above, wereport that:(1) We have obtained all the information and explanations, which

to the best of our knowledge and belief were necessary forthe purpose of our audit;

(2) In our opinion proper books of account as required by law havebeen kept by the Company so far as appears from ourexamination of those books;

(3) The Balance Sheet and Profit & Loss Account have been dealtwith by this report are in agreement with the books of account;

(4) In our opinion, the Balance Sheet & Profit & Loss Account

dealt with by this report comply with the accounting standardsreferred to in sub section (3C) of section 211 of theCompanies Act, 1956; except that the provision for diminutionin market value (book value amounting to Rs. 4,62,560.00) ofquoted investments and in the book value (amountunascertained)of unquoted investments has not been made asrequired by AS-13 on Accounting for Investments as issuedby the Institute of Chartered Accountants of India;

(5) On the basis of written representations received from thedirectors, as on 31-03-2010 and taken on record by the Boardof Directors, we report that none of the Directors isdisqualified as on 31-03-2010 from being appointed as adirector in terms of clause (g) of sub section (1) of section274 of the Companies Act, 1956 ;

(6) In our opinion and to the best of our information and accordingto the explanations given to us, the said accounts give theinformation required by the Companies Act, 1956, in themanner so required and give a true and fair view inconformity with the acounting principles generally acceptedin India:

(i) in the case of Balance Sheet of the state of affairs of thecompany as at 31st March, 2010:

(ii) in the case of Profit & Loss account, of the Profit for the yearended on that date:

ANNEXURE TO THE AUDITORS’ REPORTReferred to in paragraph 1 of our report of even date.(I) The Company has no fixed assets.(II) The Company has no inventories.(III) The Company has neither granted nor taken unsecured loans to/

from companies, firms or other parties covered in the registermaintained under section 301 of the Companies Act, 1956.

(IV) In our opinion and according to the information and explanationsgiven to us, there are adequate internal control procedurescommensurate with the size of company and the nature of itsbusiness for the purchase of inventory and fixed assets and forsale of goods. During the course of audit, no major weakness hasbeen noticed in the internal control system.

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MODI INDUSTRIES LIMITED 47

BALANCE SHEET AS AT 31ST MARCH, 2010LIABILITIES AS AT 31.3.2010 AS AT 31.3.2009 ASSETS AS AT 31.3.2010 AS AT 31.3.2009

(Rs.) (Rs.) (Rs.) (Rs.)SHARE CAPITAL : FIXED ASSETS — —AUTHORISED INVESTMENTS (AT COST)

SCHEDULE 1 2,022,560.00 2,022,560.0080,000 Equity Shares of 8,000,000.00 8,000,000.00

Rs.100/- each CURRENT ASSETS, LOANS &20,000 Preference Shares ADVANCES :

of Rs.100/- each 2,000,000.00 2,000,000.00 A. Current Assets:10,000,000.00 10,000,000.00 Balance with Scheduled Bank

ISSUED,SUBSCRIBED in Current Account 13,880.50 18,612.50& PAID-UP:

21,465 Equity Shares of 2,146,500.00 2,146,500.00 Rs.100/-each fully paid-up (Note) B. Loans & Advances:

RESERVES & SURPLUS:General Reserve 331,942.50 331,942.50 Loan to Holding Company 600,000.00 600,000.00Special Reserve 100,000.00 100,000.00 Advances recoverable in cash orProfit & Loss Account 179,622.96 165,751.96 in kind or for value to be received 122,148.96 105,195.96CURRENT LIABILITIES & PROVISIONS Income-tax paid in advance 37,976.00 28,459.00

a. Current Liabilities:Sundry Creditors 7,000.00 5,433.00

b. Provisions:For Taxation 31,500.00 25,200.00

2,796,565.46 2,774,827.46 2,796,565.46 2,774,827.46

NOTE: Of the above 21,450 (Previous year 21,450) Equity shares are held by Modi Industries Ltd., Modinagar, the holding Company.

AS PER OUR REPORT ATTACHEDFor P.D. RAMANAND & CO.,CHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No. F-9784 A.J. KOHLI N.P. BANSAL SANTOSH GUPTA VIJAY SULTANIADated: 07th August, 2010 PARTNER SECRETARY DIRECTOR DIRECTOR CHAIRMAN

YOUR INVESTMENT (INDIA) LIMITED(V) Based on the audit procedures applied by us and according

to the information and explanations given to us, we are of theopinion that the transactions that need to be entered in theregister in pursuance of Section 301 of the CompaniesAct,1956 have been entered.

(VI) The Company has not accepted any deposit from public.(VII) In our opinion, the company does not need internal audit

system commensurate with its size and nature of its business.(VIII)The Central Government has not prescribed maintenance of

cost records by the company under Section 209(1)(d) of theCompanies Act, 1956.

(IX) (a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues including provident fund,investor education and protection fund, employees stateinsurance, income tax, sales tax, wealth tax, custom duty,excise duty, cess and other applicable statutory dues.(b) According to the information and explanations given to us,there are no dues of sales tax, income tax, wealth tax, customduty,excise duty, cess which have not been deposited onaccount of any dispute.

(X) The company has no accumulated losses as on 31-03-2010.The company has not incurred any cash loss during the yearunder report.

(XI) In our opinion and according to the information andexplanations given to us, the company has not defaulted inrepayment of dues to any financial institution, bank or todebenture holders during the year.

(XII) In our opinion and according to the information andexplanations given to us, the company has not granted anyloans and advances on the basis of security by way ofpledge of shares, debentures and other securities.

XIII) The provision of any special statute pertaining to chit fund,nidhi or mutual benefit fund/society are not applicable to thecompany.

(XIV) In our opinion and according to the information andexplanations given to us, the company does not deal or tradein shares, securities, debentures and other investments.However, it holds investments in shares of other bodiescorporate.

(XV) As explained to us, the company has not given any guaranteefor loans taken by others from bank or financial institutions.

(XVI) The Company has not raised any term loans.(XVII) According to the information and explanations given to us and

on an overall examination of the Balance Sheet of the Company,we report that the funds raised on short term basis have not beenused for long term investment and vice-versa.

(XVIII) The Company has not made any preferential allotment ofshares to parties and companies covered in the registermaintained under section 301 of the Companies Act, 1956during the year.

(XIX) The Comapny has not issued debentures since inception.(XX) The Company has not raised any money by public issue

during the year.(XXI) According to the information and explanations given to us,

during the year, no fraud on or by the company has beennoticed or reported.

for P.D. RAMANAND & COMPANYCHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No.-9784Dated: 07th August, 2010 PARTNER

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MODI INDUSTRIES LIMITED48

SCHEDULE 1: INVESTMENTS-FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2010DESCRIPTION FACE VALUE COST

AS AT 31.3.2010 AS AT 31.3.2010 AS AT 31.3.2009(Rs.) (Rs.) (Rs.)

OTHER THAN TRADEQUOTED45,586 Equity Shares of Rs.10/- each fully paid up in 455,860.00 455,860.00 455,860.00

Modi Spinning & Weaving Mills Company Limited67 Preference Shares of Rs. 100/- each fully paid-up

in Modi Spg. & Wvg. Mills Co. Ltd. 6,700.00 6,700.00 6,700.00(Aggregate Market Value-NIL)

Aggregate Amount 462,560.00 462,560.00 462,560.00UNQUOTED95,000 Equity Shares of Rs.10/- each fully paid up in 950,000.00 950,000.00 950,000.00

Xerox India Limited20,000 Equity Shares of Rs.10/- each fully paid up in 200,000.00 200,000.00 200,000.00

Morgardshammer India Limited24,000 Equity Shares of Rs.10/- each fully paid up in 240,000.00 240,000.00 240,000.00

Win Medicare Private Limited5,000 Equity Shares of Rs.10/- each fully paid up in 50,000.00 50,000.00 50,000.00

Modi Garh Chemicals Private Limited10,000 Equity Shares of Rs.10/- each fully paid up in 100,000.00 100,000.00 100,000.00

Modi Santa Fe (India) Limited2,000 Equity Shares of Rs.10/- each fully paid up in 20,000.00 20,000.00 20,000.00

Bekaert Engg. Private LimitedAggregate Amount 1,560,000.00 1,560,000.00 1,560,000.00

TOTAL 2,022,560.00 2,022,560.00 2,022,560.00

NOTES: 1. No provision has been made for fall in the market/ book value of the above shares.2. Pursuant to directions received from Reserve Bank of India, main object clauses of the Company was

amended on 16.09.2000 so that the Company would not carry on the business of Non-Banking FinancialInstitution within the meaning of Section 45 IA of the Reserve Bank of India Act, 1934. Accordingly theCompany has not acquired any fresh investments.

A.J. KOHLI N.P. BANSAL SANTOSH GUPTA VIJAY SULTANIASECRETARY DIRECTOR DIRECTOR CHAIRMANDelhi

Dated:07th August, 2010

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010EXPENDITURE THIS PREVIOUS INCOME THIS PREVIOUS

YEAR YEAR YEAR YEAR(Rs.) (Rs.) (Rs.) (Rs.)

General Office Expenses 4,132.00 2,167.00 Interest Received (Note) 42,000.00 42,000.00(Including Legal, Postage,Stationery, Bank Charges etc.)

Salary paid 7,200.00 6,000.00 Excess Provision written Back 433.00 —Filing Fees 1,530.00 1,530.00Directors’ Sitting Fees 2,400.00 2,400.00Auditors Remuneration:

Fee 7,000.00 5,000.00Income Tax Paid — —Prof i t for the year carried down 20,171.00 24,903.00

42,433.00 42.000.00 42,433.00 42,000.00Provision for Tax 6,300.00 8,100.00 Profit of Previous Years 165,751.96 148,948.96

Profit carried over 179,622.96 165,751.96 Profit for the Year 20,171.00 24,903.00185,922.96 173,851.96 185,922.96 173,851.96

NOTE: Includes tax deducted at source Rs. 9,517.00 (Previous Year Rs.9,517.00).

AS PER OUR REPORT ATTACHEDFor P.D. RAMANAND & CO.,CHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No. F-9784 A.J. KOHLI N.P. BANSAL SANTOSH GUPTA VIJAY SULTANIADated:07th August, 2010 PARTNER SECRETARY DIRECTOR DIRECTOR CHAIRMAN

YOUR INVESTMENT (INDIA) LIMITED

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MODI INDUSTRIES LIMITED 49

YOUR INVESTMENT (INDIA) LIMITED

Balance Sheet Abstract and Company’s General Business Profile as required under Part IV of ScheduleVI to the Companies Act, 1956

i. Registration Details :Registration No. 12003 State Code : 55 Balance Sheet Date: 31.03.2010

ii Capital Raised during the year (Amount in Rs.’000)Public Issue NilRight Issue NilBonus Issue NilPrivate Placement Nil

iii Position of Funds : (Amount in Rs.’000)Total Liabilities 2,758Total Assets 2,758Sources of Funds :Paid Up Capital 2,146Reserves & Surplus 612Secured Loans NilUnsecured Loans NilDeferred Credits Nil

Application of Funds :Net Fixed Assets NilInvestments 2023Net Current Assets 735Miscellaneous Expenditure NilAccumulated Losses Nil

iv Performance of the Company (Amount in Rs.’000)Turnover (including other income) 42Total Expenditure 22Profit Before Tax 20Profit After Tax 14Earning per Share (in Rupees) 0.65Dividend Rate (%) Nil

v Generic Names of three Principal Products/Services of the Company (as per monetary terms)Item Code No. (ITC Code) NO PRODUCTION ACTIVITYProduct Description

AS PER OUR REPORT ATTACHED For P.D. RAMANAND & CO.,

CHARTERED ACCOUNTANTS

R.N. GUPTADelhi M.No. F-9784 A.J. KOHLI N.P. BANSAL SANTOSH GUPTA VIJAY SULTANIADated: 07th August, 2010 PARTNER SECRETARY DIRECTOR DIRECTOR CHAIRMAN

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FORM OF PROXYMODI INDUSTRIES LIMITED

REGD. OFFICE: MODINAGAR 201204 (U.P.)

I/We ......................................................................... of ...........................................................................

in the district of ......................................................................................................... being a Member(s)

of MODI INDUSTRIES LIMITED hereby appoint ....................................................................................

of ............................................................................. in the district of ......................................................

or failing him ...........................................................................................................................................

of ............................................................................. in the district of ......................................................

as my/our proxy to attend and vote for me/us and on my/our behalf at the 76th Annual General Meeting

of the Company to be held on Monday, the 27th September, 2010 at 12.30 P. M. and at any adjournment

thereof.

Signed at ....................................................... this ................ day of September, 2010

Signature .................................................................................

Ledger Folio No. ......................................................................

Number of Equity Shares held ................................................

NOTE :-(i) The Proxy need not be a member.(ii) The Proxy duly signed across Rs.1.00 revenue stamp should reach at the Registered Office of

the Company not less than 48 hours before the time fixed for the meeting.

......................................................................TEAR HERE ....................................................................

MODI INDUSTRIES LIMITEDRegd. Office; Modinagar-201204 (U.P.)

ATTENDANCE SLIP

I hereby record my presence at the 76th Annual General Meeting held at Modi Industries Transit House(Modi Industries Complex), Modinagar 201204, Distt. Ghaziabad (U.P.) on Monday, the 27th September,2010, at 12.30 P.M.

1. Full Name of the Shareholder ................................................................................ (in Block Letters)

2. L.F. No. ...............................................................................................................................................

3. No. of Equity Shares held ..................................................................................................................

4. Signatures of the Shareholder or proxy attending .............................................................................

To be used only when First named shareholder is not attending.

Please give full name of the 1st Joint Holder

Mr./Mrs./Miss. ..........................................................................................................................................

Note: Please fill-in this attendance slip and hand it over at the ENTRANCE OF THE TRANSIT HOUSE.

Affix a1.00 RupeeRevenue

Stamp

M O D IE N T E R P R I S E S

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BOOK POST

ANNUAL REPORT 2009-10

To,

If undelivered please return to :MODI INDUSTRIES LIMITEDREGISTERED OFFICEMODINAGAR - 201204 (U.P.)