Directors Report of Modella Woollens Ltd.

Mar 31, 2024

Your Directors hereby present their 62^nd Annual Report on the business and operations of the
Company together with the audited Statements of the accounts for the year ended on 31st March,
2024.

SUMMARY OF FINANCIAL PERFORMANCE (Amt. in Thousands)

	Year Ended	Year Ended
	31-03-2024	31-03-2023
Other Income	794.21	16,295.35
Less: Expenses	2,083.78	2,170.35
Profit /(Loss) before Depreciation, Amortisation and Tax	(1,289.56)	14,125.00
Less : Depreciation, Amortization	-	-
Profit/(Loss) Before tax	(1,289.56)	14,125
Less : Current Tax	-	50
Less : Short/ Excess Provision of Tax in previous years	(6.32)	(1,550)
Profit/(Loss) After Tax	(1,283.25)	15,625.00

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors, to the best of their knowledge,

confirms that -

a) in the preparation of the accounts the applicable accounting standards have been followed along
with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the loss of the Company
for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directors’ Report and Management Discussion &
Analysis, the Board of Directors of your Company has presented the composite summary of
performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company has not done any business during the year under review. Your Directors are actively
considering various avenues of business. However, the Company earned an income in form of
professional fees and commission during the year under review.

REGULATIONS

Your Company is complying with various applicable laws and regulations.

PERFORMANCE

During the year under review, your Company had an income of Rs.794.21 thousand in form of other
income, which mainly comprises of professional fees and commission. After incurring administrative
expenses, the Company incurred a loss of Rs.1,289.56 thousand as against a pre-tax profit of
Rs.14,125 thousand.

Your Directors do not propose to transfer any amount to general reserves.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the
Company between the end of the financial year to which the financial statements relate and the date
of this report.

OPPORTUNITY AND THREATS

Your Directors are actively considering various options and avenues to commence the business.

Indian economy is one of the fastest growing economy in the world, staging a broad based recovery
across sector. The Government of India has continued its thrusts on structural reforms to raise
India’s potential growth. Capital spending of the government on infrastructure and various incentive
scheme to boost manufacturing are expected to boost the small and medium enterprises.

The global microeconomic environment continues to be confronted with myriad challenges; these
includes continuing impact of the Russia-Ukraine conflict, unrest in west Asian countries, global
inflation remaining sticky and at elevated level, recessional pressures in most advanced economies,
specter of stress in financial sector and the cost of leaving crisis in several economies, especially in
near term.

FUTURE OUTLOOK

The government of India has continued its thrust on structural reforms and infrastructure
development to raise India’s potential growth. Various stimulus being provided by the Government
to sustain the growth and measures to control the rising prices of commodities will show the results
in long to medium terms. Your Directors look forward a better future of your Company.

SUBSIDIARY

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated
financial statements are not prepared.

CORPORATE GOVERNANCE

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate
Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT

The Company has not given any loan or made investment nor has given any guarantee or provided
security during the financial year under review.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public, its shareholders or employees during
the year under review.

TRANSACTION WITH RELATED PARTIES

In absence of any business activity, the Company did not enter into any material
contract/arrangements with related parties, except demat charges paid to SPS Stock Brokers Pvt.
Ltd.. Since such transaction with the related party entered into by the Company was in the ordinary
course of business and was at arm’s length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information as required under
the provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company
neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On 20^th October, 2023, Mr. Mehul S. Trivedi was appointed as an Additional Director - Independent
Director by the Board. In accordance with the provisions of Section 160 of the Companies Act, 2013
Mr. Mehul S. Trivedi would vacate the office. The Company has received a notice from one of its
members signifying intention of proposing Mr. Trivedi’s candidature for appointment as an

Independent Director. Mr. Mehul S. Trivedi is Commerce Graduate and has about 23 years business
experience. Your Directors are of the view that the association of Mr. Trivedi will be in the interest
of the Company.

At present, Board of Directors comprises of four Directors viz. Mr. Sandeep P Shah, Mrs. Alpa
Vinesh Shah and Mr. Nirav V. Shah, Independent Director and Mr. Mehul S. Trivedi Independent
Director.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr.
Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General
Meeting and being eligible offers herself for re-appointment.

The Company had the following personnel as the Key Managerial Personnel (KMP) under Section
203 of the Companies Act, 2013 as on 31^st March, 2024:

1. Mr. Dhirajprasad Vaishnaav, Chief Executive Officer (upto 03/06/2023)

2. Mr. Devang Jasvant Parikh, Chief Executive Officer (w.e.f. 29/03/2024)

3. Ms. Chaitali Viral Shah, Chief Finance Officer

4. Mr. Rohit Nawal, Company Secretary (upto 19/01/2024)

5. Miss Sneha U. Shukla (w.e.f. 01/03/2024)

During the year under review, none of the non-executive directors had any pecuniary relationship or
transactions with the Company.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence
as laid down under Section 149 (6) of the Companies Act, 2013.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the year under review. One meeting of the
Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual
evaluation of its own performance, its committees and individual directors. The Nomination and
Remuneration Committee reviewed the performance of the individual directors on the basis of
criteria such as the contribution of the individual director to the Board and committee meetings.

AUDIT COMMITTEE

The Audit Committee was reconstituted on 20^th October, 2023. The Audit Committee presently
comprises of, Mr. Nirav V. Shah; Independent Director, Mr. Mehul Trivedi, Independent Director,
and Mrs. Alpa V. Shah, Director. All the members of the Committee are having financial and
accounting knowledge. The Committee met four (4) times during the financial year 2023-24.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee presently comprises of Mr. Nirav V. Shah, Mrs. Alpa
V. Shah, and Mr. Sandeep P. Shah, all non-Executive Directors. The Committee met once during the
financial year under review.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration
Committee is duly approved and adopted by the Board of Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee consists of three members viz. Mr. Nirav V. Shah, Mr.
Sandeep Shah and Mrs. Alpa V. Shah as its members. The Committee mainly looks into redressal of
shareholders and investors grievances with respect to transfer of shares, dematerialization of shares,
non-receipt of annual report or declared dividend, etc. The shareholders’ grievances committee met
once during the year. During the year ended 31^st March, 2024, the Company did not receive any
complaint from any of its members.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies
Act, 2013 and as such the provisions of Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as
per norms and standards prescribed, asset maintenance and its proper use. The Company has an
independent internal auditor, who reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to
mitigate the risk with appropriate action. All the assets of the Company are adequately covered by
comprehensive insurance.

EMPLOYEE

Relations between the management and employees were cordial through-out the year.

The Company had only five employees during the year under review, namely Chief Executive Officer
(CEO), Chief Finance Officer (CFO) and Company Secretary (CS).

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming
part of Directors’ Report for the year ended 31st March, 2024 is given in a separate annexure 1 to
this report.

AUDITORS

According to Directors, there are no adverse remarks made by Statutory Auditors in their report.
Notes to the accounts are self explanatory to comments/observation made by the auditors in their
report. Hence, no separate explanation is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, were
appointed as Statutory Auditors by the members of the Company in their 61^st Annual General
Meeting held on 29^th September, 2023 for consecutive period of five years till the conclusion of 66^th
Annual General Meeting of the Company.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company
Secretary for the financial year 2023-24. The report on the Secretarial Audit is appended as
Annexure 2 to this report. According to the Board of Directors the report does not have any adverse
remark.

INTERNAL AUDITOR

Ms. Bhavna Pandya, Chartered Accountant, is the Internal Auditor of the Company. She reports to
the Audit Committee.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and
company’s operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a
copy of the Annual Return of the Company for the year ended 31^st March, 2024 is placed on the
website of the Company at www.modellawoolens.com

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The
whistle blower policy is adopted by the Board of Directors and is hosted on the website of the
Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of
Directors.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act,2013 your Company has duly constituted an internal complaint committee. The
Committee has formulated a policy to ensure protection to its female employees.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and
Analysis may constitute forward looking statements within the meaning of applicable laws and
regulations. Although the expectations are based on the reasonable assumption, the actual results
might differ.

ACKNOWLEDGEMENT

The Directors wish to thank the Company’s Bankers and all the employees for their unstinted
support. Your directors also wish to thank the shareholders for confidence reposed in the
management of the Company.

For and on behalf of the Board
Sd/-

(SANDEEP P. SHAH)

Mumbai, CHAIRMAN

Date: 12/08/2024 DIN: 00368350

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Mar 31, 2015

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

FINANCIAL RESULTS:

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

Loss before Interest, Depreciation & Extra ordinary Items 38.84 27.70

Adjustment for Depreciation 0.01 0.07

Loss for the year before Extra ordinary Items 38.85 27.77

Add: Income from Extra ordinary Items 0.00 0.00

Loss for the year before tax 38.85 27.77

Adjustment for Income-tax 0.00 3.04

Loss after Tax 38.86 30.81

DIVIDEND;

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

AMOUNT CARRIED TO MIBRVBS:

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

OPERATION:

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

EXTRACT OP THE ANNUAL RETURN:

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

NUMBER OF MEETINGS OF THE BOARD:

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

DIRECTORS' RESPONSIBILITY STATEMENT!

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

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

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

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

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

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS;

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

COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDERSECTION186 OFTHE

COMPANIES ACT, 2013:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

CORPORTATE GOVERNANCE:

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

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

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

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

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

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

RISK MANAGEMENT POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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

PUBLIC DEPOSITS:

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

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees by filling. a structured questionnaire.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ajay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed as Annexure 4 to this Report.

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

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

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

DIRECTORS:

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

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

AUDITORS:

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

RESERVATION AND QUALIFICATION ON AUDITORS' REPORT:

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

COMMITTEES

I) Audit Committee:

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

II) Nomination and Remuneration Committee:

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

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

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

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

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

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

FUTURE OUTLOOK:

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

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

COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

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

APPRECIATION:

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

By Order of the Board of Directors

For MODELLA WOOLLENS LIMITED



(V.K. Grover)

Chairman & Managing Director

(DIN: 00434129)

Registered Office:

4C Vulcan Insurance Building,

Veer Nariman Road,

Mumbai-400020

Place: Mumbai

Date: 14thAugust,2015.

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Mar 31, 2014

Dear Members,

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

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

Loss before Interest, Depreciation & Extra ordinary items 27.70 35.99

Adjustment for Depreciation 0.07 0.09

Loss for the year before Extra ordinary items 27.77 36.08

Add: Income from Extra ordinary items 0.00 0 00

Loss for the year before tax 27.77 36.08

Adjustment for Income-tax 3.04 0.00

30.81 36.08

DIVIDEND:

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

OPERATION:

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

FUTURE OUTLOOK:

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

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

PUBLIC DEPOSITS:

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

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

Your Directors state that-

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

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE:

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

DIRECTORS:

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

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

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

OBSERVATIONS IN THE AUDITORS'' REPORT:

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

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

AUDITORS:

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

PERSONNEL:

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

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

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

A CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION : N.A.

C. FOREIGN EXCHANGE EARNINGS : NIL

D. FOREIGN EXCHANGE OUTGO : NIL.

APPRECIATION:

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

By Order of the Board of Directors For MODELLA WOOLLENS LIMITED

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

Place: Mumbai Date: 28th April. 2014

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Mar 31, 2013

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

FINANCIAL RESULTS:

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

Loss before Interest, Depreciation & Extra ordinary items 35.99 25.79

Adjustment for Depreciation

Loss for the year before Extra ordinary items 36.08 25.89

Add: Income from Extra ordinary items 0.00 0.00

Loss for the year before tax 36.08 25.89

Adjustment for Income-tax 0.00 0.24

Loss after Tax 36,08 25.65

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

DIVIDEND:

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

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

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

FUTURE OUTLOOK:

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

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

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

Your Directors state that-

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

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year..

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE:

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

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

A. CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION N.A.

C. FOREIGN EXCHANGE EARNINGS NIL

D. FOREIGN EXCHANGE OUTGO : NIL DIRECTORS :

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

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

AUDITORS & AUDITORS REPORT :

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

For and on behalf of the Board of Directors

Place.: Mumbai, V. K. Grover

Dated : 17th April, 2013 Chairman & Managing Director

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Mar 31, 2012

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

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

Loss before Interest, Depreciation & Extra ordinary items 25.79 26.25

Adjustment for Depreciation 0.10 0.11

Loss for the year before Extra ordinary items 25.89 26.36

Add: Income from Extra ordinary items 0.00 50.00

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

Adjustment for Income-tax 0.24 15.17

Loss/(Profit) after Tax 25.65 (8.47)

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

DIVIDEND :

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

OPERATION:

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

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

FUTURE OUTLOOK:

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

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

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

Your Directors state that-

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

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE :

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

PERSONNEL:

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

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

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

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

A. CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION : N.A.

C. FOREIGN EXCHANGE EARNINGS : NIL

D. FOREIGN EXCHANGE OUTGO : NIL

DIRECTORS :

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

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

AUDITORS & AUDITORS REPORT :

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

For and on behalf of the Board of Directors

V. K. Grover Chairman & Managing Director

Place : Mumbai, Dated : 25th April, 2012

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Mar 31, 2011

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

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

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

Profit before Interest and Depreciation 23.75 6.11

Less : Depreciation 0.11 0.13

Profit for the year before Tax 23.64 5.98

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

(Deficit)/Profit after Tax 8.47 (2.78)

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

DIVIDEND:

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

OPERATION :

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

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

FUTURE OUTLOOK:

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

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

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

Your Directors state that-

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

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year..

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE:

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

PERSONNEL:

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

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

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

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

A. CONSERVATION OF ENERGY : N.A.

B. TECHNOLOGY ABSORPTION : N.A.

C. FOREIGN EXCHANGE EARNINGS : NIL

D. FOREIGN EXCHANGE OUTGO : NIL

DIRECTORS :

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

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

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

AUDITORS & AUDITORS REPORT :

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

For and on behalf of the Board of Directors

V. K. Grover Chairman & Managing Director

Place : Mumbai, Dated : 27th April, 2011

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Mar 31, 2010

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

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

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

DIVIDEND :

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

OPERATION:

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

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

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

FUTURE OUTLOOK:

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

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

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

Your Directors state that-

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

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE :

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

PERSONNEL:

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

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

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

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

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

DIRECTORS:

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

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

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

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

AUDITORS & AUDITORS REPORT :

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

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

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