Tel: 91-22-2204 7424

91-22-2204 9879
Fax: 91-22-2287 2620
modella woollens limited
CIN No.: L l7l20illH l96l PLC0l2080
REGISTERED OFFICE:4-C, VULCAN INSURANCE BUILDING, VEER NARIMAN ROAD. MUMBAI- 400 020.lNDlA
E-Mail: [email protected] Website : www.modellawoollens.com

Date:- 27-11"-2020

To, The Manager,

Dept. of Corporate Services
Bombay Stock Exchange Limited
Rotunda Building,
1"st Floor, Mumbai- 400 001"

Sub :- 58th Annual Report of Modella Woollens Limited 2019-20

Dear Sirl Madam,

please find enclosed herewith 58th Annual Report of Modella Woollens Limited 201,9-20

Thanking You,

Yours faithfully,

For Modella Woollens Limited

Digitally signed
SANDEEP by SANDEEP
PRAMOD PRAMOD
Date:
SHAH

SHAH 2020.11.27
16:28:19 +05'30'

Sandeep Shah
Director
DrN 00368350
 58th ANNUAL REPORT 2019-20

MODELLA WOOLLENS LIMITED

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Modella Woollens Limited 58 Annual Report

CONTENTS

Particulars Page No.

Notice 3

Directors’ Report 8

Annexure to Directors’ Report 15

Independent Auditors Report 27

Balance Sheet as at 31st March 2020 35

Profit & Loss Account for the year ended 31st March 2020 36

Cash Flow statement for the year ended 31st March 2020 37

Schedules to the Accounts 39

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Modella Woollens Limited 58 Annual Report

ANNUAL REPORT

2019-2020

Directors :

Mr. Sandeep P. Shah Chairman

Mrs. Kalpana P Shah
Mr. Jenish Patel
Mr. Nirav Shah

BSE Ltd.
Code No. 503772
Demat ISIN in CDSL/NSDL
INE380D01012
CINL17120MH1961PLC012080

Bankers : Union Bank of India

Auditors : Kochar & Associates

Registered Office : 4C Vulcan Insurance Building,

Veer Nariman Road,
Mumbai-400 020.
PhoneNo.022-22047424
Website : www.modellawoollens.com
Email : [email protected]
CIN : L17120MH1961PLC012080

Registrar & Share Transfer : Purva Sharegistry (India) Pvt. Ltd.

Agent 9, Shiv Shakti Industrial Estate,
Ground Floor, Sitaram Mill Compound,
J.R.Boricha Marg, Lower Parel.
Mumbai 400 011,
Tel: 022-23016761/8261
Email : [email protected]
Website : www.busi-comp.com

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Modella Woollens Limited 58 Annual Report

[NOTICE]

NOTICE is hereby given that the 58th Annual General Meeting of the Members of Modella Woollens
Limited will be held at 4.00 p.m. on Monday, the 21st December, 2020 at Bhangwadi Shopping
Complex, 2nd floor, Bhangwaaadi, Kalbadevi Road, Mumbai 400 002, to transact the following
business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2020 and Statement
of Profit & Loss for the year ended on that date along with Directors’ Report and Auditors’
Report thereon.

2. To appoint a Director in place of Mrs. Kalpana P. Shah (DIN 00368392), who retires by rotation
and being eligible offers himself for re-appointment.

On behalf of the Board of Directors

FOR MODELLA WOOLLENS LTD

SANDEEP P. SHAH
(CHAIRMAN)
(DIN: 00368350)
Registered Office:
4-C, Vulcan Insurance Building,
Veer Nariman Road, Churchgate,
Mumbai 400 020
Date: 09/11/2020
NOTES:
1. A Member entitled to attend and vote is entitled to appoint one or more proxy (ies) to
attend and vote instead of himself and the proxy (ies) need not be a member.
2. The proxy to be effective should be deposited at the registered office of the Company not less
than forty eight hours before the commencement of the Meeting.
3. The Register of Members and the Share Transfer Books will remain closed from 15/12/2020 to
21/12/2020 (both days inclusive).
4. As required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, profile of Directors seeking appointment/ re-appointment at
the Annual General Meeting is provided separately in this report.
5. Members desiring any information as regards accounts or operations of the Company are
requested to send their queries in writing at least seven days in advance of the date of the
meeting so as to enable the management to keep the information ready.
6. In accordance with, the General Circular No. 20/2020 dated 5th May, 2020 issued by MCA and
Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020 issued by SEBI,

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Modella Woollens Limited 58 Annual Report

owing to the difficulties involved in dispatching of physical copies of the financial statements
(including Report of Board of Directors, Auditor’s report or other documents required to be
attached therewith), such statements including the Notice of AGM are being sent in electronic
mode to Members, whose e-mail address is registered with the Company or the Depository
Participant(s).
7. Members holding shares in physical mode and who have not updated their email addresses with
the Company are requested to update their email addresses by writing to the Company’s Share
Transfer Agent on [email protected] along with the copy of the signed request letter
mentioning the name and address of the Member, self-attested copy of the PAN card, and self-
attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support
of the address of the Member. Members holding shares in dematerialized mode are requested to
register / update their email addresses with the relevant Depository Participants. In case of any
queries / difficulties in registering the e-mail address, Members may write to
[email protected].
8. The Notice of AGM along with Annual Report for the financial year 2019-20, is available on the
website of the Company at www.modellawoollens.com and on the website of BSE Limited and
the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-
Voting facility) i.e. www.evotingindia.com
9. The members, who hold shares in electronic form are requested to write their client ID and DP
ID and those who hold shares in physical form, are requested to write their Folio number in the
attendance slip for attending the meeting.
10. Corporate member, intending to send their authorized representatives to attend the meeting, are
requested to send a duly certified copy of the Board resolution, authorizing their representatives
to attend and vote at the meeting.
11. The shareholders, who still hold share certificates in physical form, are advised to dematerialize
their shareholding to avail the benefits of dematerialization, which includes easy liquidity since
the trading is permitted in dematerialized form only, electronic transfer, savings in stamp duty
and elimination of possibility of loss of documents and bad deliveries.
12. The Securities and Exchange Board of India (SEBI) has mandated the submission of permanent
account number (PAN) by every participant in securities market. Members holding shares in
electronic form are therefore requested to submit the PAN to their depository participants with
whom they are maintaining their demat accounts. Members holding shares in physical form can
submit their PAN details to the Company/Share Transfer Agents.
13. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Rule
20 of the Companies (Management & Administration) Rules, 2014, the members are informed
that the Company is pleased to offer e-voting facilities as an alternative mode to voting at the
meeting. Necessary arrangements have been made by the Company with the Central Depository
Services Ltd. (CDSL) to facilitate e-voting. The instructions for e-voting are as under:
(i) Shareholders who have already voted prior to the meeting date would not be entitled to vote
at the meeting venue.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with
the Company.

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Modella Woollens Limited 58 Annual Report

(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two
letters of their name and the 8 digits of the sequence number which is
mentioned in address label as sr. no affixed on Annual Report, in the
PAN field.
• In case the sequence number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the
name in CAPITAL letters. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN field.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank Details recorded in your demat account or in the company records in order to login.

OR Date of • If both the details are not recorded with the depository or company
Birth (DOB) please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection
screen. However, members holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in the
new password field. Kindly note that this password is to be also used by the demat holders
for voting for resolutions of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is strongly recommended not to
share your password with any other person and take utmost care to keep your password
confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on
the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant <MODELLA WOOLLENS LIMITED> on which you
choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.

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Modella Woollens Limited 58 Annual Report

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the
Voting page.
(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for
android based mobiles. The m-Voting app can be downloaded from Google Play Store.
iPhone and Windows phone users can download the app from the App Store and the
Windows Phone Store respectively. Please follow the instructions as prompted by the
mobile app while voting on your mobile.
(xix) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are
required to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to [email protected].
• After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) for which they
wish to vote on.
• The list of accounts linked in the login should be emailed to
[email protected] and on approval of the accounts they would be able to cast
their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for
the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under
help section or write an email to [email protected].

The voting period begins on 18.12.2020 (9.00 a.m.) and end on 20.12.2020 (5.00 p.m.).
During this period shareholders of the Company, holding shares either in physical form or in
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Modella Woollens Limited 58 Annual Report

dematerialized form, as on the cut-off date of 15.12.2020 may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting thereafter
Other Instructions:
a) The voting rights of Members shall be in proportion to their shares of the paid up equity
share capital of the Company as on 15.12.2020.

b) Mr. Upendra Shukla, Practicing Company Secretary, have been appointed as the
Scrutinizer to scrutinize the e-voting process (including the Ballot Form received from
the members, who do not have access to the e-voting process) in a fair and transparent
manner.

c) The Scrutinizer shall, within a period not exceeding three working days from the
conclusion of the e-voting period, unblock the votes in the presence of at least two
witnesses not in the employment of the Company and make a Scrutinizer’s Report of the
votes cast in favour or against if any, forthwith to the Chairman of the Company.

a) A member can opt for only one mode of voting i.e. either through e-voting or by Ballot.
If a member casts votes by both modes, then voting done through e-voting shall prevail
and physical ballot shall be treated as invalid.

d) The results declared along with the Scrutinizer’s Report shall be placed on the
Company’s website www.modellawoollens.com and on the website of the CDSL within
two days of the passing of the resolutions at the 58th AGM and communicated to BSE
Ltd., where the shares of the Company are listed.

Details of Directors seeking appointment/ re-appointment at the 57th Annual General

Meeting as required under Regulation 36(3) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 are given hereunder:
Name of the Director Mrs. Kalpana P. Shah
Date of Birth 12/10/1946
Date of Appointment 07/02/2018
Qualification SSC
Brief Profile
Shri Mrs. Kalpana P. Shah is a partner in Sunder Suvidha LLP, the
promoter of Modella Woollens Ltd. She has over 25 Years of
experience in Capital Market.
Directorship held in other Public
Companies (excluding Section Nil
25 and foreign Companies)
Memberships / Chairmanship of Nil
Audit & Stakeholders’
Relationship Committee)
Shareholding in the Company NIL
(Equity)

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Modella Woollens Limited 58 Annual Report

DIRECTORS’ REPORT

To,
The Members,

Your Directors hereby present their 58th Annual Report on the business and operations of the
Company together with the audited Statements of the accounts for the year ended on March 31st,
2020.

SUMMARY OF FINANCIAL PERFORMANCE:

Year Ended Year Ended

31-03-2020 31-03-2019
Total Revenue 50,46,808 56,89,099
Less: Expenses 29,09,747 21,95,969
Profit /(Loss) before Depreciation, Amortisation and Tax 21,37,061 34,93,130
Less : Depreciation, Amortisation 1082 1082
Profit Before tax 21,35,979 34,92,048
Less : Current Tax 5,28,540 6,71,870
Less : Short/ Excess Provision of Tax in previous years 74,230 --
Profit/(Loss) After Tax 15,33,209 28,20,178

DIVIDEND:

Your Directors have not recommended any dividend.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be 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 profit 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.

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Modella Woollens Limited 58 Annual Report

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 Directors are actively considering various avenues of business.

Economic activity in the financial year 2020-21 is expected to gather pace benefiting from a
conductive domestic and global environment.

REGULATIONS

Your Company is complying with various laws and regulations applicable.

PERFORMANCE

Your Company has not earned any business income from its operations during the financial ended
31st March,2020 except other income of Rs.50,46,808/-After adjusting the expenses of
Rs.29,10,829/- there is a pre-tax profit of Rs.21,35,979/- as against Rs.34,92,048/- in the previous
year.

Your Directors have not transferred 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.
Your Directors do not foresee any threat.

FUTURE OUTLOOK

Though COVID-19 has remarkably dented the economic growth, Indian economy is on a strong
growth trajectory. Considering various measures taken by the governments, your Directors feel all
these will augur well for the economy in general and your Company in particular.

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.

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Modella Woollens Limited 58 Annual Report

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 guarantee during the year under review. The Company has
made investments in shares, securities and mutual funds as detailed in the financial statement.

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 acceptance/repayment of loans raised from the
Directors. Since all such transactions with the related parties entered into by the Company were in
ordinary course of business and were on 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

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mrs.
Kalpana P. Shah (DIN: 00368392) shall retire by rotation in the forthcoming Annual General
Meeting and being eligible offers himself for re-appointment.

At present, Board of Directors comprises of four Directors Viz. Mr. Sandeep P Shah, Mrs. Kalpana P
Shah, Mr. Jenish Patel (Independent) and Mr. Nirav V. Shah (Independent).

Mr. Ganesh Bhoir resigned as Chief Finance Officer with effect from 31st December, 2019. In his
place, Ms. Chaitali Viral Shah was appointed as Chief Finance Officer on 10th August, 2020. The
Company had the following personnel as the Key Managerial Personnel (KMP) under Section 203 of
the Companies Act, 2013 as on 31st March, 2020:

1. Mr. Dhirajprasad G. Vaishnav, Chief Executive Officer

2. Ms. Neelam Chourasia, Company Secretary.

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

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Modella Woollens Limited 58 Annual Report

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.

AUDIT COMMITTEE

The Committee presently comprises of Mr. Jenish A. Patel, Mr. Nirav V. Shah both Independent
Directors, and Mr. Sandeep P. Shah, Director. All the members of the Committee are having
financial and accounting knowledge. The Committee met 4 times during the financial year 2019-20.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee presently comprises of Mr. Jenish A. Patel, Mr.
Nirav 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. The said policy is annexed to
the report as Annexure 1.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee consists of three members viz. Mr. Sandeep Shah, Mr.
Jenish A. Patel and Mr. Nirav 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 31st March, 2020, the Company did not
receive any complaint from any of its members.

BOARD MEETINGS

Five meetings of the Board 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.

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 is not required to comply with the provisions of Section 135 of the Companies
Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
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
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Modella Woollens Limited 58 Annual Report

independent internal auditor, who periodically reviews the accounts and 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.

Information on Particulars of Employees as required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms an integral part of this Report as an Annexure 2.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and
5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and
forming part of Directors’ Report for the year ended 31st March, 2020 is given in a separate
annexure to this report. None of the employee of the Company was in receipt of a remuneration
exceeding Rs.8,50,00/- per month or Rs.1,02,00,000/- per annum. The said annexure is not being
sent alongwith this report to the members of the Company in line with the provisions of Section 136
of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write
to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also
available for inspection by the members at the registered office of the Company, 21 days before the
58th annual general meeting and upto the date of the said annual general meeting during normal
business hours on working days

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 56th Annual General
Meeting held on 26th September, 2018 for consecutive five years.

INTERNAL AUDITORS

M/s. H.N. Bafna & Co., Chartered Accountants, are the internal auditors of the Company, who plays
an important role in strengthening the internal control. The Internal Auditors reports to the Audit
Committee.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Dhruvalkumar Baladha, proprietor of DDB
& Co., Company Secretaries, Practicing Company Secretary for the financial year 2019-20. The

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Modella Woollens Limited 58 Annual Report

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.

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.

EXTRACT OF 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 31st March, 2020 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.

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Modella Woollens Limited 58 Annual Report

ACKNOWLEDGEMENT

The Directors wish to place on record their deep sense of appreciation to the Company’s Bankers, all
the staff members 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

Sandeep Shah
Mumbai, Chairman
Date: 09.11.2020 DIN : 00368350

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Modella Woollens Limited 58 Annual Report

Annexure 1

COMPANY’S POLICY ON APPOINTMENT OF DIRECTORS, KEY MANAGERIAL

PERSONNEL AND PERSONNEL AT SENIOR MANAGEMENT

The Nomination and Remuneration Committee identifies persons who are qualified to become
Directors and who may be appointed as Key Managerial Personnel and Senior Management.

The Committee ascertains the qualifications, expertise and experience of the persons to be appointed
as Directors, Key Managerial Personnel and Senior Management and recommends their appointment
to the Board of Directors.

The Board then takes the final decision based on the said recommendation.

The Committee evaluates the performance of Directors, Key Managerial Personnel and Senior
Management on a yearly basis and recommends their removal, if required.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR

MANAGEMENT AND OTHER EMPLOYEES

The remuneration payable to the Managing Director shall be as per the provisions of the Companies
Act, 2013 and other relevant provision.

The remuneration payable to Key Managerial Personnel and Senior Management shall be approved
by the Committee on case to case basis.

The Increments to the existing remuneration structure:

A. In relation to Board of Directors shall be based on the evaluation of performance.

B. In relation to Key Managerial Personnel and Senior Management the same shall be approved by
the Committee based on the recommendation of the Managing Director.

C. In relation to others the same shall be approved by the Managing Director based on the market
conditions, performance of the company and other relevant from time to time.

REMUNERATION TO NON-EXECUTIVE AND INDEPENDENT DIRECTORS.

The Non-Executive and Independent Directors of the Company shall only be paid sitting fees ( as
determined by the Board from time to time) for attending Board/ Committee meetings apart from
reimbursement of expenses incurred for attending the meetings.

By Order of the Board of Directors

Sandeep Shah
Chairman
DIN: 00368350

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Modella Woollens Limited 58 Annual Report

Annexure 2

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Rule Particulars

(1) The Ratio of the remuneration of each a Nil

Director to the median remuneration of
the employees of the Company for the None of the other Directors were in Nil
financial year receipt of any remuneration.
Nil

(2) The percentage increase in remuneration a Mr. Dhirajprasad G. Nil

of each Director, Chief Financial officer, Vaishnav,
Chief Executive Officer, Company Chief Executive Officer
Secretary in the financial year b Mr. Ganesh Bhoir, Nil
Chief Finance Officer
d Ms. Neelam Chourasia, Nil
Company Secretary
(3) The percentage increase in the median
remuneration of employees on the rolls of
the Company
(4) The number of permanent employees on 3
the rolls of the Company

(5) Average percentile increase There is no increase in the remuneration of managerial

already made in the salaries of personnel as also for others. This is based on other factors
employees other than the relevant for the purpose.
managerial personnel in the last
financial year and its comparison
with the percentile increase in the
managerial remuneration and
justification thereof and point out
if there are any exceptional
circumstances for increase in the
managerial remuneration.

(6) It is hereby confirmed that the remuneration is as per the Remuneration Policy of the Company

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Modella Woollens Limited 58 Annual Report

Annexure 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

To,
The Members,
Modella Woollens Limited,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Modella Woollens Limited (hereinafter called ‘the
Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report
that in my opinion, the Company has during the audit period covering the financial year ended on
31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company
has proper Board process and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31st March, 2020 according to the
provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial borrowing (Not applicable since there was no FDI, ODI and/or ECB);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’) :-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(vi) As Confirmed by the management , There is no Acts/Guidelines specifically applicable to
the Company:
I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standard with regard to meeting of the Board of Directors (SS-1) and General
Meetings (SS-2) issued by the Institute of Company Secretaries of India; and
b) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
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Modella Woollens Limited 58 Annual Report

I report that during the year under review, the Company has complied with the provisions of the Act,
Rules, Regulations and Guidelines as applicable, mentioned above.

I report that during the year under review there was no action/event in pursuance of –

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
(b) The Securities and Exchange Board of India (Issue and Listing of Debts Securities) Regulations,
2008
(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
(d) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998.
(e) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines, 1999 and/or SEBI (Share Based Employee Benefits)
Regulations, 2014.
(f) The Securities and Exchange board of India (Registrar to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with the client.
During the year under review, the Company has complied with the provisions of the Act, rules,
regulations, guidelines, standards, etc. mentioned above subject to the following observations:
i) The Company did not have Chief Finance Officer (CFO) since 31st December, 2019 as required
under Section 203 of the Act.
I further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
I further report that the compliance by the Company of applicable financial laws like direct and
indirect tax laws has not been reviewed in this audit since the same has been subject to review by
statutory financial audit and other designated professionals.
I further report that
- The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the year under review were carried out in
compliance with the provisions of the Act.
- Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent atleast seven days in advance and a system exits for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
- As per the minutes of the meeting duly recorded and signed by the chairman, the decisions of
the Board and its Committees were unanimous and no dissenting views have been recorded.
I further report that during the audit period there was no other specific event/action in pursuance to
the above referred laws, rules, regulations, guidelines, etc. having major bearing on the Company’s
affairs.

(DHRUVALKUMAR BALADHA)
COMPANY SECRETARY
Place: Mumbai ACS: 38103/CP: 14265
Date: 25/08/2020 UDIN: F010562B000615023
Note: This report is to be read with my letter of even date, which is annexed as ‘ANNEXURE’
and forms an integral part of this report.
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Modella Woollens Limited 58 Annual Report

ANNEXURE

To,
The Members,
Modella Woollens Limited,

My report of even date is to be read with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company.

My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records. The verification
was done on the test basis to ensure that correct facts are reflected in secretarial records. I
believe that the process and practices, I followed, provide reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of
accounts of the Corporation.

4. Wherever required, I have obtained the management representation about the compliance of
the laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations
and standards is the responsibility of the management. My examination was limited to the
verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to future viability of the Company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.
.

(DHRUVALKUMAR BALADHA)
COMPANY SECRETARY
Place: Mumbai ACS: 38103/CP: 14265
Date: 25/08/2020 UDIN: F010562B000615023

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Modella Woollens Limited 58 Annual Report

Annexure 4
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31/03/2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

Sr. No. Particular Information
i. CIN L17120MH1961PLC012080
ii. Registration Date 28th July, 1961
iii. Name of the Company MODELLA WOOLLENS LIMITED
iv. Category / Sub-Category of the Company
Public Company – Limited by Shares
v. Address of the registered office and
4-C, Vulcan Insurance Building, Veer Nariman
contact details Road, Churchgate, Mumbai 400 020
vi. Whether listed company Yes / No
Yes
vii. Name, Address and Contact details of
PURVA SHAREGISTRY (INDIA) PVT. LTD
Registrar and Transfer 9, Shiv Shakti Industrial Estate, J.R. Boricha
Agent, if any Marg, Lower Parel (E), Mumbai-400 011
Contact: 022 23016761/2518 Fax: 022-
23012517
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sr. No. Name and NIC Code of % to total
Description of main products the Product/ turnover of the
/services service company
1 Nil

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sr. NAME AND CIN/GLN HOLDING/ % of Applicable
No. ADDRESS OF THE SUBSIDIARY shares Section
COMPANY /ASSOCIATE held
1 Nil Nil Nil Nil Nil
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total
Equity)

i) Category - wise Share Holding

Category Category of No. of shares held at the beginning of the year No. of shares held at the end of the year %
code Shareholder 01/04/2019 31/03/2020 chang
e
durin
g the
year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
(A) Promoters
1 Indian
(a) Individuals/ Hindu
Undivided Family 0 0 0 0.00 0 0 0 0.00 0.00
(b) Central Govt.(s)
0 0 0 0.00 0 0 0 0.00 0.00

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Modella Woollens Limited 58 Annual Report

(c) State Govt.(s)

0 0 0 0.00 0 0 0 0.00 0.00
(d) Bodies Corporate
419410 0 419410 46.09 417097 0 417097 45.83 -0.25
(e) Banks / FI
0 0 0 0.00 0 0 0 0.00 0.00
(f) Any Others(Specify)
Sub Total(A)(1)
419410 0 419410 46.09 417097 0 417097 45.83 -0.25
2 Foreign
A NRIs - Individuals
0 0 0 0.00 0 0 0 0.00 0.00
B Other Individuals
0 0 0 0.00 0 0 0 0.00 0.00
C Bodies Corporate
0 0 0 0.00 0 0 0 0.00 0.00
D
Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
E Any Others(Specify)
Sub Total(A)(2)
0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of
Promoter (A)=
(A)(1)+(A)(2) 419410 0 419410 46.09 417097 0 417097 45.83 -0.25
(B) Public shareholding
1 Institutions
(a) Mutual Funds
0 0 0 0.00 0 0 0 0.00 0.00
(b) Banks / FI
0 679 679 0.07 0 679 679 0.07 0.00
(c) Central Govt(s)
0 0 0 0.00 0 0 0 0.00 0.00
(d) State Govt(s)
0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds
0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies
177205 0 177205 19.47 162329 0 162329 17.84 -1.63
(g) FIIs
0 0 0 0.00 0.00 0 0 0.00 0.00
(h) Foreign Venture
Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(i) Any Other (specify)
Sub-Total (B)(1)
177205 679 177884 19.55 162329 679 163008 17.91 -1.63
B2 Non-institutions
(a) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(i) Indian
11545 2861 14406 1.58 12513 2581 15094 1.66 0.08
(ii) Overseas
0 0 0 0.00 0 0.00 0.00
(b) Individuals
Individual shareholders
holding nominal share
(i) capital up to Rs 1 lakh 65959 229531 295490 32.47 74752 227599 302351 33.23 0.75
(ii) Individual shareholders
holding nominal share
capital in excess of Rs.
1 lakh. 0 0 0 0 0 0 0 0 0
(c) Others (specify)
0 0 0
(i) Clearing Members
258 0 258 0.03 0 0 0 0 -0.03
(ii) Market maker
0 0 0 0 0 0 0 0 0
(iii)
NRI / OCBs 314 480 794 0.09 9215 480 9695 1.07 0.98

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Modella Woollens Limited 58 Annual Report

(iv) Foreign Nationals

0 0 0 0.00 0 0.00 0.00
(v) Foreign Corporate
Body 0 0 0 0.00 0 0.00 0.00
(vi) LLP/Partnership Firm
0 0 0 0 0 0 0 0 0
(vii) Hindu Undivided
1758 0 1758 0.19 2755 0 2755 0.30 0.11
Sub-Total (B)(2)
79834 232872 312706 34.36 99235 230660 329895 36.25 1.89
Total Public
(B) Shareholding (B)=
(B)(1)+(B)(2) 257039 233551 490590 53.91 261564 231339 492903 54.17 0.25
(C) Shares held by
Custodians for GDRs
& ADRs
GRAND TOTAL
(A)+(B)+(C) 676449 233551 910000 100.00 678661 231339 910000 100.00 0.00
ii) Shareholding of Promoters

Sr. Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year
No 01/4/2019 31/3/2020
No. of Shares % of total %of Shares No. of % of total %of % change
Shares of Pledged / Shares Shares of the Shares in share
the encumbere company Pledged / holding
company d to total encumber during the
shares ed to total year
shares

1 SUNDER SUVIDHA LLP 419410 46.09 0.00 417097 45.83 0.00 -0.25
Total
419410 46.09 0.00 417097 45.83 0.00 -0.25
iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sl. Particulars Shareholding at the beginning of Cumulative Shareholding Type
No. the year during the year
No. of shares % of total No. of % of total
shares of the shares shares of
company the
company
1 SUNDER SUVIDHA LLP 419410 46.09
02-08-2019 -1000 -0.11 418410 45.98 Sell
09-08-2019 -213 -0.02 418197 45.96 Sell
16-08-2019 -1100 -0.12 417097 45.83 Sell
31-03-2019 417097 45.83
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs):

Sl Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year
No 01/4/2019 31/3/2020
No. of % of total %of Shares No. of % of %of Shares % change
Shares Shares of Pledged / Shares total Pledged / in share
the encumbered Shares encumbered holding
company to total of the to total during the
shares company shares year

1. Life Insurance Corporation of India

177205 19.47 177205 19.47 -

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Modella Woollens Limited 58 Annual Report

31-05-2019 -2000 -0.22 175205 19.25 Sell

07-06-2019 -1000 -0.11 174205 19.14 Sell
28-06-2019 -5000 -0.55 169205 18.59 Sell
19-07-2019 -1000 -0.11 168205 18.48 Sell
09-08-2019 -5865 -0.64 162340 17.84 Sell
16-08-2019 -11 -0.00 162329 17.84 Sell
31-03-2020 162329 17.84
2. Ventura Securities Ltd 8250 0.91 8250 0.91 -
3. Mr. Sunil S. Magnani 6000 0.66 6000 0.66 -
4. Ms. Disha Sunil Magnani 4480 0.49 4480 0.49 -
5. Mr. Hitesh Ramji Javeri 3000 0.33 3000 0.33 -
6. Mr. Indra Kumar Bagri 2873 0.32 2873 0.32 -
27-03-2020 70 0.01 2943 0.32 Buy
31-03-2020 2943 0.32
7. Veer Enterprises Limited 2500 0.27 2500 0.27 -
8. Ms. Vandana Jain 2070 0.23 2070 0.23 -
9. Mr. Ajay Kumar 2065 0.23 2065 0.23 -
10. Leharchand S Lakhani 1700 0.19 1700 0.19
30-08-2019 -51 -0.01 1649 0.18 Sell
13-09-2019 475 0.05 2124 0.23 Buy
18-10-2019 -1624 -0.18 500 0.05 Sell
08-11-2019 -500 0.05 0 0 Sell
31-03-2020 0 0
11. Mr.Rahul Anantrai Mehata 439 0.05 439 0.05
31-05-2019 999 0.11 1438 0.16 Buy
19-07-2019 500 0.05 1938 0.21 Buy
25-10-2019 1490 0.16 3428 0.38 Buy
06-12-2019 105 0.01 3533 0.39 Buy
13-12-2019 185 0.02 3718 0.41 Buy
28-02-2020 245 0.03 3963 0.44 Buy
27-03-2020 740 0.08 4703 0.52 Buy
31-03-2020 4703 0.52
12 Mr. Srihas Vasudeo Pandharkar 300 0.03 300 0.03
19-08-2019 5000 0.55 5300 0.58 Buy
13-03-2020 3686 0.41 8986 0.99 Buy
31-03-2020 8986 0.99

v)Shareholding of Directors and Key Managerial Personnel:

Sr. Name Designation Shareholding at the beginning of Cumulative Shareholding

No the year during the year
No. of shares % of total shares No. of % of total shares
of the company shares of the company
1 Mr. Sandeep P Shah Director - - - -

2 Mrs. Kalpana Shah Director - - - -

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Modella Woollens Limited 58 Annual Report

3 Jenish Arvind Patel Director - - - -

4 Nirav Vilas Shah Director - - - -

5 Neelam l Chourasia Company Secretary - - - -
6 Ganesh N Bhoir CF O - - - -
7 Dhirajprasad CEO - - - -
Vaishvav

VI. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Total

excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year
i) Principal Amount - 17300000 - 17300000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - -
Change in Indebtedness during the
financial year
Addition - 500000 - 500000
Reduction - - - -

Net Change - -
Indebtedness at the
end of the financial year
i) Principal Amount - 17800000 - 17800000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No. Particulars of Remuneration Name of Director Total
Amount
Mr. Sandeep Mrs. Kalpana Mr. Jenish Mr. Nirav
Shah Shah A. Patel Shah
1 Gross salary
(a) Salary as per provisions contained in NIL NIL NIL NIL
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income- NIL NIL NIL NIL
tax Act, 1961
(c) Profits in lieu of salary under section NIL NIL NIL NIL
17(3) Income-tax Act, 1961
2 Stock Option NIL NIL NIL NIL
3 Sweat Equity NIL NIL NIL NIL
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Modella Woollens Limited 58 Annual Report

4 Commission as % of profit NIL NIL NIL NIL

5 Others, please specify NIL NIL NIL NIL
Variable Incentives
Total (A) NIL NIL NIL NIL
Ceiling as per the Act NIL NIL NIL NIL
*5% of the net profit calculated as per
Section 198
B. Remuneration to other directors: (Amount in Rs.)
Sl. Particulars of Remuneration Name of Directors Total Amount
no.
Independent Directors
Fee for attending board / committee
meetings
Commission -- -- --

Others, please specify -- -- --

Total (1)
2. Other Non-Executive Directors

Fee for attending board / committee

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sl.No. Particulars of Remuneration Key Managerial Personnel

CEO CS CFO TOTAL

1 Gross salary
(a) Salary as per provisions contained in 238000 173100 88000 499100
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax -- - - -
Act, 1961
(c) Profits in lieu of salary under section 17(3) -- - - -
Income-tax Act, 1961
2 Stock Option -- - - -
3 Sweat Equity -- - - -
4 Commission as % of profit -- - - -
5 Others, please specify -- - - -
Variable Incentives

Total (A)
238000
173100 88000 499100
Ceiling as per the Act -- - - -
*5% of the net profit calculated as per
Section 198

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Modella Woollens Limited 58 Annual Report

.VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act):

NIL

By Order of the Board of Directors

(Sandeep P. Shah)
Chairman & Director
(DIN: 00368350)

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Modella Woollens Limited 58 Annual Report

INDEPENDENT AUDITORS’ REPORT

To,
The Members of,
Modella Woollens Limited
REPORT ON THE AUDIT OF STANDALONE FINANCIAL STATEMENTS

OPINION
We have audited the accompanying Standalone financial statements of MODELLA WOOLLENS
LIMITED(“the Company”) which comprises the Balance Sheet as at March 31, 2020, the Statement
of Profit and Loss(including other comprehensive income), the standalone statement of changes in
equity and statement of cash flows for the year then ended and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2020, and profit, other
comprehensive income , changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

The Company has accumulated losses and its net worth has been fully eroded and the Company’s
current liabilities exceeded its current assets as at the balance sheet date. These conditions, along
with other matters, indicate the existence of a material uncertainty that may cast significant doubt
about the Company’s ability to continue as a going concern. However, based on the representation
received from the management regarding continuing support and assurance of raising requisite fiancé
/ generate cash flow in future to meet its obligations and to earn profits in future, the financial
statements of the Company have been prepared on a going concern basis.
Our opinion is not modified in respect of this matter.

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Modella Woollens Limited 58 Annual Report

OTHER INFORMATION
The Company’s Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis,
Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not include the standalone financial statements
and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the standard financial statements , our responsibility is to read the
other information and , in doing so, consider whether the other information is materiality inconsistent
with the standalone financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materiality misstated
If based on the work we have performed , we conclude that there is a material misstatement of this
other information , we are required to report that fact . We have nothing to report in this regard.

RESPONSIBILITY OF MANAGEMENT FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, changes in
equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate implementation and
maintenance of accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statement that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the company’s financial reporting
process

AUDITOR’S RESPONSIBILITYFOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
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Modella Woollens Limited 58 Annual Report

the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the companies
Act 2013 , we are also responsible for expressing our opinion on whether the company has
adequate internal financial control in place and the operating effectiveness of such controls
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the“ Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
As required by Section 143(3) of the Act, we report that:

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Modella Woollens Limited 58 Annual Report

We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.
b. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income ), the
standalone statement of changes in equity the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.

c. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

d. On the basis of the written representations received from the directors as on 31st March, 2020 taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 from
being appointed as a director in terms of Section 164 (2) of the Act.

e. With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s
internal financial controls over financial reporting;

f. With respect to the matters to be included in the Auditors Report u/s 197 (16) , no managerial
remuneration is paid/provided.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position as
on 31st March 2020.
ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

Place : Mumbai. For Kochar & Associates

Date : 29th June 2020 Chartered Accountants
UDIN: 20106049AAAABL1937 CA Piyush Kochar
Partner
Membership No. 106049
Firm No. 105256W
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Modella Woollens Limited 58 Annual Report

The Annexure A referred to in our Independent Auditors' Report to the members of the Company
on the standalone financial statements for the year ended 31 March 2020, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.

(b) We are informed that fixed assets have been physically verified by the management at
reasonable interval and no discrepancies were noticed on such verification. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the Company and
nature of its assets.

(c)According to the information and explanations given to us, the company does not hold
immoveable properties.

(ii) According to the information and explanations given to us the Company has no stock during the
year or at the end of the year. Hence, no question of conducting physical verification of inventory
arises.

(iii) (a) The Company has not granted loans to parties covered in the register maintained under
section 189 of the Companies Act,2013 (‘the Act’).Thus, paragraph (iii)(b) and 3 (c) of the
Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has
not granted any loans or has made any investments or has given any guarantee or security within
the meaning of section 185 and 186 of the Companies Act 2013, and hence the provision of this
clause is not applicable for the year under audit.

(v) According to the information and explanations given to us, the Company has not accepted any
deposits from the public.

(vi) We have been informed that the cost records have not been specified by the Central Government
under sub-section (1) of section 148 of the Companies Act

(vii) (a) According to the information and explanations given to us and on the basis of our
examination of the records, the Company is regular in depositing undisputed statutory dues
including provident fund, income tax, service tax, GST cess and other material statutory dues
with the appropriate authorities. As explained to us, the Company did not have any dues on
account ofsales tax, wealth tax, duty of customs, value added tax, employees' state insurance and
duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in
respect of provident fund, income tax, service tax, cess and other material statutory dues were in
arrears as at 31 March2020 for a period of more than six months from the date they became
payable.

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Modella Woollens Limited 58 Annual Report

(b) According to the information and explanations given to us, there are no material dues income
tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added
tax or cess which have not been deposited with the appropriate authorities on account of any
dispute. However, according to information and explanations given to us, the following dues of
duty of customs and Service tax have not been deposited by the Company on account of disputes:

(viii) The Company did not have any outstanding dues to financial institutions, banks or debenture
holders during the year.

(ix) The company has not raised moneys by way of initial public offer or further public offer
(including debt instrument) and term loans during the year.

(x) According to the information and explanations given to us, no material fraud on or by the
Company has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the
record of the Company, the managerial remuneration has not been paid or provided.

(xii) In our opinion and according to the information and explanations given to us, the company is not
nidhi company. Accordingly, paragraph 3(xii) of Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the
record of the Company, transactions with related parties are in compliance with sections 177 and
188 of Companies Act, 2013 where applicable and the details have been disclosed in the
Financial statements as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or
partly convertible debentures during the year under review.

(xv) According to the information and explanations given to us and based on our examination of the
record of the Company, the company has not entered into any non-cash transactions with
directors or persons connected with him.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India
Act, 1934.

Place : Mumbai. For Kochar & Associates

Date : 29th June 2020. Chartered Accountants

CA Piyush Kochar
Partner
Membership No. 106049
Firm No. 105256W

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Modella Woollens Limited 58 Annual Report

ANNEXURE B TO THE AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Modella Woollens
Limited('the Company') as of 31-Mar-2020 in conjunction with our audit of the standalone financial
statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls.
These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
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Modella Woollens Limited 58 Annual Report

statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;

(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and

(3)provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,

use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls over financial reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were operating
effectively as at 31-Mar-2020,based on the internal control over financial reporting criteria established by
the Company considering the essential component of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by Institute of Chartered
Accountants of India.

Place : Mumbai. For Kochar & Associates

Date : 29th June 2020. Chartered Accountants

CA Piyush Kochar
Partner
Membership No. 106049
Firm No. 105256W

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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
BALANCE SHEET AS AT 31ST MARCH, 2020
Particulars Note No As at March As at March
31, 2020 31, 2019
ASSETS
A) Non-current assets
a) Property, Plant and Equipment 2 793 1,875
b) Financial Assets
i) Investments 3 17,52,677 -
ii) Others Financial Assets - -
c) Deferred Tax Assets - -
d) Other Non - current Asset 4 26,366 26,366
Total Non -current assets 17,79,836 28,241
B) Current assets
a) Inventories
b) Financial Assets
i) Trade receivables
ii) Cash and cash equivalents 5 1,35,838 249,841
iii) Others Financial Assets
c) Income Tax Assets (net)
d) Other current assets 6 5,49,041 96,285
Total Current assets 6,84,879 346,126
24,64,715 374,367
Total Assets
EQUITY AND LIABILITIES EQUITY
9,100,000 9,100,000
a) Equity Share Capital 7
(2,95,49,965) (3,10,83,174)
b) Other Equity 8
(2,95,49,965) (21,983,174)
Total Equity
LIABILITIES
A) Non-current liabilities
a) Financial Liabilities
i) Borrowings
ii) Other financial liabilities
b) Provisions - -
Total Non-current liabilities - -
B) Current liabilities
a) Financial Liabilities
i) Borrowings 9 1,78,00,000 1,73,00,000
ii) Trade payables 10 99,423 91,833
iii) Other financial liabilities
b) Provisions 11 5,35,704 683,158
c) Other Current Liabilities 12 44,79,554 4,282,550
Total Current liabilities 2,29,14,681 22,357,541
Total Equity and Liabilities 24,64,715 374,367
Significant Accounting Policies and Notes to Accounts 1-26
In term of our report of even date For and behalf of Board of Directors
For Kochar & Associates MODELLA WOOLLENS LIMITED
Chartered Accountants Firm Regn No. 105256W
Sd/- sd/- sd/-
Piyush Kochar Sandeep Shah Kalpana Shah
Partner M. No. F-106049 Director Director
Place: Mumbai Dated : 29/6/2020 DIN 00368350 DIN 00368392
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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020
Particulars Note No As at March As at March
31, 2020 31, 2019
Income
Revenue From Operations - -
Other Income 13 50,46,808 56,89,099

Total Income 50,46,808 56,89,099

Expenditure
Employee benefits expenses 14 5,72,807 5,42,233
Finance costs 15 - 1,52,686
Depreciation and amortization expenses 2 1,082 1,082
Other expenses 16 23,36,940 15,01,050

Total expenses 29,10,829 21,97,051

Profit before tax 21,35,979 34,92,048

Tax expense: 17
1) Current tax MAT 5,28,540 6,71,870
(2) Short/Excess Provision of Tax in previous year 74,230 -
(3) Deferred tax - -
Total tax expenses 6,02,770 671,870

Profit/(loss) for the year 15,33,209 2,820,178

Other Comprehensive Income - -
Items that will not be reclassified to profit or loss - -
Items that will be reclassified to profit or loss - -
Other Comprehensive Income for the Year
Total Comprehensive Income for the year 15,33,209 2,820,178
Earnings per equity share: (in Rs)
Equity shares of Par value of Rs. 10 /-each
Basic 1.68 3.10
Diluted 1.68 3.10
Significant Accounting Policies and Notes to Accounts 1-26
In term of our report of even date For and behalf of Board of Directors
MODELLA WOOLLENS LIMITED
For Kochar & Associates
Chartered Accountants
Firm Regn No. 105256W sd/- sd/-
Sd/-
Piyush Kochar Sandeep Shah Kalpana Shah
Partner Director Director
M. No. F-106049 DIN No.- 00368350 DIN No.- 00368392
Place: Mumbai
Dated:29/6/2020

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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
CASH FLOW STATEMENT FOR THE YEAR ENDING MARCH 31, 2020
Particulars 2019-2020 2018-2019
Operating activities
Profit Before Tax 21,35,979 34,92,048
Adjustments to reconcile profit before tax to net cash inflow
Depreciation and amortization 1,082 1,082
Profit on Sale of MF (46,808) -
Interest - 1,52,686
Sundry Balance written Back - (56,89,099)
Working capital adjustments :- 20,90,253 (20,43,283)
(Increase) / Decrease in Trade and Other Receivables
(Increase) / Decrease in Provisions (4,124) 7,680
(Increase) / Decrease in Other Current Financial Assets - -
(Increase) / Decrease in Income Tax (Assets) - -
(Increase) / Decrease in Other Current Assets (4,52,756) (28,904)
Increase / (Decrease) in Trade and Other Payables 7,590 (3,60,887)
Increase / (Decrease) in Other Financial Liabilities - -
Increase / (Decrease) in Other Current Liabilities 1,97,004 2,46,255
Cash generated from operations 18,37,967 (21,79,140)
Direct taxes paid (Net of Refunds) (7,46,100)
Net cash flow from operating activities 10,91,867 (21,79,140)
Investing activities -
Income/Loss on investment (17,52,677) -
Profit on Sale of MF 46,808
Net cash flow used in investing activities (17,05,869) -
Financing activities
Proceeds form Borrowings (Net) 5,00,000 22,00,000
Interest paid - (1,52,686)
Net cash flow from financing activities
5,00,000 20,47,314
Increase in cash and cash equivalents
(1,14,002) (1,31,825)
Cash and cash equivalents at the beginning of the year
2,49,841 3,81,666
Cash and cash equivalents at the end of the year
1,35,838 2,49,841
Particulars As at As at
31-03-2020 31-03-2019
Cash in Hand 1,385 4,527
Bank Balances
- In Current Accounts 1,34,453 2,45,314
1,35,838 2,49,841
In term of our report of even date For and behalf of Board of Directors
MODELLA WOOLLENS LIMITED
For Kochar & Associates
Chartered Accountants
Firm Regn No. 105256W
Sd/- sd/- sd/-
Piyush Kochar Sandeep Shah Kalpana Shah
Partner Director Director
M. No. F-106049 DIN No.- 00368350 DIN No.- 00368392
Place: Mumbai
Dated:29/6/2020

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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
Statement Of Changes in Equity for the year ended March 31,2020

A. Equity Share Capital

Equity Share Capital Balance as at Changes in Equity Share Capital Balance as at
April 01, 2019 during the year March 31,2020
Paid Up Capital 9,100,000 - 9,100,000

Other Equity
Particulars OTHER EQUITY
Retained Securities General Other Total
Earnings premium Reserve Comprehe
account nsive
Income
Balance as on April 01, 2019 (3,10,92,821) - 9,647 - (3,10,83,174)
Profit for the year 15,33,209 - - - 15,33,209
Balance as at March 31,2020 (2,95,59,612) - 9,647 - (2,95,49,965)
In term of our report of even date For and behalf of Board of Directors
MODELLA WOOLLENS LIMITED
For Kochar & Associates
Chartered Accountants
Firm Regn No. 105256W
Sd/- sd/- sd/-
Piyush Kochar Sandeep Shah Kalpana Shah
Partner Director Director
M. No. F-106049 DIN No.- 00368350 DIN No.- 00368392
Place: Mumbai
Dated:29/6/2020

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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
Accompanying notes to the financial statements for the Year ended March 31, 2020
Note 1
A. Corporate information
MODELLA WOOLLENS LIMITED is a public limited company incorporated in India and has its registered
office at Mumbai, Maharashtra, India. The Company has its primary listing in BSE Ltd.

B. Significant Accounting Policies

1. Basis of preparation and presentation
The financial statements of the Company have been prepared to comply in all material respects with the Indian
Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015.

The financial statements for all periods up to and including year ended 31 March 2017 were prepared in
accordance with the Companies (Accounting Standards) Rules, 2006 notified under Section 133 of the
Companies Act ("the Act"), read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended)
("previous GAAP").
The financial statements for the year ended 31 March 2018 are the first financial statements prepared by the
Company in accordance with Ind AS.
The financial statements have been prepared under the historical cost convention with the exception of certain
financial assets and liabilities which have been measured at fair value, on an accrual basis of accounting.

All the assets and liabilities have been classified as current and non-current as per normal operating cycle of
the Company and other criteira set out in as per the guidance set out in Schedule III to the Act. Based on nature
of services, the Company ascertained its operating cycle as 12 months for the purpose of current and non-
current classification of asset and liabilities.
The Company's financial statements are reported in Indian Rupees, which is also the Company’s functional
currency.

C. Use of Estimates:
The preparation of the financial statements, in conformity with the Ind AS, requires the management to make
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets
and liabilities and disclosure of contingent liabilities as at the date of financial statements and the results of
operation during the reported period. Although these estimates are based upon management’s best knowledge
of current events and actions, actual results could differ from these estimates which are recognised in the
period in which they are determined.

a) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year. The Company based its assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising that are beyond the
control of the Company. Such changes are reflected in the financial statements in the period in which changes
are made and, if material, their effects are disclosed in the notes to the financial statements.

ii) Deferred tax assets

In view of uncertainty of income in future, deferred tax is not created.

iii) Provisions
Provisions and liabilities are recongnised in the period when it becomes probable that there will be a future
outflow of funds resulting from past operations or events and the amount of cash flow can be realiably
estimated .The timing of recongnition and quantification of the liability require application of judgement to the

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Modella Woollens Limited 58 Annual Report

existing facts and circumstances which can be subject to change. The carrying amounts of provisions and
liabilities are reviewed regualarly and revised to take account of changing the facts and circumstances

D. Property, Plant and Equipment

Tangible Assets
Property, Plant and Equipment are stated at cost of acquisition including attributable interest and finance costs,
if any, till the date of acquisition/ installation of the assets less accumulated depreciation and accumulated
impairment losses, if any. Subsequent expenditure relating to Property, Plant and Equipment is capitalised only
when it is probable that future economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the Statement
of Profit and Loss as incurred. The cost and related accumulated depreciation are eliminated from the financial
statements, either on disposal or when retired from active use and the resultant gain or loss are recognised in
the Statement of Profit and Loss.

On transition to Ind AS, the Company has opted to continue with the carrying values measured under the
previous GAAP as at 1 April 2016 of its Property, Plant and Equipment and use that carrying value as the
deemed cost except for certain class of assets which are measured at fair value as deemed cost on the date of
transition i.e. 1 April 2016.

E. Depreciation and Amortisation:

Depreciation on all fixed assets, Improvements and intangible assets, is provided on straight line method over
the useful life of Asset and in the manner as prescribed by Schedule II of the Act.

F. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
i) Financial Assets
Initial Recognition
In the case of financial assets not recorded at fair value through profit or loss (FVPL), financial assets are
recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the
financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are recognised on the trade
date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in following categories:

Financial Assets at Amortised Cost ( AC)

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business
model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms
of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding. Interest income from these financial assets is included in finance income
using the effective interest rate ("EIR") method. Impairment gains or losses arising on these assets are
recognised in the Statement of Profit and Loss.

Financial Assets Measured at Fair Value

Financial assets are measured at fair value through OCI if these financial assets are held within a business
model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are
taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign
exchange gains and losses which are recognised in the Statement of Profit and Loss.

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Modella Woollens Limited 58 Annual Report

Financial asset not measured at amortised cost or at fair value through OCI is carried at FVTPL.

On transition to Ind AS, the Company has opted to continue with the carrying values measured under the
previous GAAP as at 1 April 2016 of its equity investments in subsidiaries, Joint Ventures associates and
investment in partnership firm, if any, and used that carrying value as the deemed cost of these investments on
the date of transition i.e. 1 April 2016.

G. Impairment of Financial Assets:

In accordance with Ind AS 109, the Company applies the expected credit loss ("ECL") model for measurement
and recognition of impairment loss on financial assets and credit risk exposures.

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables.
Simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that
whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has
increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument
improves such that there is no longer a significant increase in credit risk since initial recognition, then the
entity reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the group in accordance with the
contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the
original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the
expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from
default events that are possible within 12 months after the reporting date.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in
the Statement of Profit and Loss.

H. De-recognition of Financial Assets

The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to
another entity.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Company recognizes its retained interest in the assets and an associated
liability for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the
Company continues to recognise the financial asset and also recognises a collateralised borrowing for the
proceeds received.

b) Equity Instruments and Financial Liabilitie

Financial liabilities and equity instruments issued by the Company are classified according to the substance of
the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds
received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are
recorded at fair value of the equity instrument.

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Modella Woollens Limited 58 Annual Report

I) Financial Liabilities
i) Initial Recognition
Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and borrowings
and payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of
loans and borrowings and payables, net of directly attributable transaction costs.
ii) Subsequent Measurement
The measurement of financial liabilities depends on their classification, as described below

Financial liabilities at FVPL

Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated
upon initial recognition as at FVPL. Financial liabilities are classified as held for trading if they are incurred
for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in
the Statement of Profit and Loss.
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a
liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the
guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as
per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
Amortisation is recognised as finance income in the Statement of Profit and Loss.

Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost
using the EIR method. Any difference between the proceeds (net of transaction costs) and the settlement or
redemption of borrowings is recognised over the term of the borrowings in the Statement of Profit and Loss.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit
and Loss.
iii) De-recognition of Financial Liabilities
Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or
expired. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as de-recognition of the original liability and recognition of a new liability. The
difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
iv) Offsetting Financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is
a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis to realise the assets and settle the liabilities simultaneously.

J) Impairment of Non-Financial Assets

As at each Balance Sheet date, the Company assesses whether there is an indication that a non-financial asset
may be impaired and also whether there is an indication of reversal of impairment loss recognised in the
previous periods. If any indication exists, or when annual impairment testing for an asset is required, the
Company determines the recoverable amount and impairment loss is recognised when the carrying amount of
an asset exceeds its recoverable amount.

Recoverable amount is determined:

' - In case of an individual asset, at the higher of the assets' fair value less cost to sell and value in use; and
' - In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the
higher of cash generating unit's fair value less cost to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax
discount rate that reflects current market assessments of the time value of money and risk specified to the asset.

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Modella Woollens Limited 58 Annual Report

In determining fair value less cost to sell, recent market transaction are taken into account. If no such
transaction can be identified, an appropriate valuation model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the
Statement of Profit and Loss, except for properties previously revalued with the revaluation taken to OCI. For
such properties, the impairment is recognised in OCI up to the amount of any previous revaluation.

When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts
are written off. If the amount of impairment loss subsequently decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, then the previously recognised
impairment loss is reversed through the Statement of Profit and Loss.

K) Trade receivables
A receivable is classified as a ‘trade receivable’ if it is in respect of the amount due on account of goods sold or
services rendered in the normal course of business. Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the EIR method, less provision for impairment.

L) Trade payables
A payable is classified as a ‘trade payable’ if it is in respect of the amount due on account of goods purchased
or services received in the normal course of business. These amounts represent liabilities for goods and
services provided to the Company prior to the end of the financial year which are unpaid. These amounts are
unsecured and are usually settled as per the payment terms stated in the contract. Trade and other payables are
presented as current liabilities unless payment is not due within 12 months after the reporting period. They are
recognised initially at their fair value and subsequently measured at amortised cost using the EIR method.

M) Earnings Per Share

Basic earnings per share is computed by dividing the net profit or loss for the period attributable to the equity
shareholders of the Company by the weighted average number of equity shares outstanding during the period.
The weighted average number of equity shares outstanding during the period and for all periods presented is
adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have
changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted earnings per share is computed by dividing the net profit or loss for the period attributable to the equity
shareholders of the Company and weighted average number of equity shares considered for deriving basic
earnings per equity share and also the weighted average number of equity shares that could have been issued
upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the
proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the
outstanding equity shares).

N) Cash and Cash Equivalents

Cash and cash equivalents in the Balance Sheet comprises of cash at banks and on hand and short-term
deposits with an original maturity of three month or less, which are subject to an insignificant risk of changes
in value.

O) Borrowing Costs
Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing
of funds. Also, the EIR amortisation is included in finance costs.

Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial
period of time to get ready for its intended use are added to the cost of such asset to the extent they relate to the
period till such assets are ready to be put to use. All other borrowing costs are expensed in the Statement of
Profit and Loss in the period in which they occur.

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Modella Woollens Limited 58 Annual Report

P) Revenue Recognition:
Revenue is recognized when all significant risks and rewards of ownership of the goods are passed on to the
buyer and no significant uncertainty exists as to its realization or collection.

Q) Foreign Currency Transactions:

a) Initial Recognition
Foreign currency transactions are initially recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at the date of the
transaction. However, for practical reasons, the Company uses a monthly average rate if the average rate
approximate the actual rate at the date of the transactions.
b) Conversion
Monetary assets and liabilities denominated in foreign currencies are reported using the closing rate at the
reporting date. Non-monetary items which are carried in terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the date of the transaction.
c) Treatment of Exchange Difference
Exchange differences arising on settlement/ restatement of short-term foreign currency monetary assets and
liabilities of the Company are recognised as income or expense in the Statement of Profit and Loss except
those arising from investment in Non Integral operations.

R) Inventories
Inventories are valued at cost or net realizable value whichever is lower. Cost of property under construction
held as inventory includes cost of purchases, construction cost, and other cost incurred in bringing the
properties to their present location and condition

S) Provisions and Contingent Liabilities and Assets:

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past
events and it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions
(excluding gratuity and compensated absences) are determined based on management's estimate required to
settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at
each Balance Sheet date and adjusted to reflect the current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose
existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Company. A contingent liability also arises, in rare cases, where a liability
cannot be recognised because it cannot be measured reliably.
Contingent asset is not recongnised unless it becomes virtually certain that an flow of econimic benefits will
arise.

T) Employee Benefits
i) Defined Contribution Plan
Contributions to defined contribution schemes such as provident fund, employees’ state insurance, labour
welfare are charged as an expense based on the amount of contribution required to be made as and when
services are rendered by the employees. The above benefits are classified as Defined Contribution Schemes as
the Company has no further obligations beyond the monthly contributions.

ii)Defined Benefit Plan

The Company also provides for gratuity which is a defined benefit plan, the liabilities of which is determined
based on valuations, as at the balance sheet date, made by an independent actuary using the projected unit
credit method. Re-measurement, comprising of actuarial gains and losses, in respect of gratuity are recognised
in the OCI, in the period in which they occur. Re-measurement recognised in OCI are not reclassified to the
Statement of Profit and Loss in subsequent periods. Past service cost is recognised in the Statement of Profit

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Modella Woollens Limited 58 Annual Report

and Loss in the year of plan amendment or curtailment. The classification of the Company’s obligation into
current and non-current is as per the actuarial valuation report.

iii) Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term
employee benefit. Leave entitlement, other than short term compensated absences, are provided based on a
actuarial valuation, similar to that of gratuity benefit. Re-measurement, comprising of actuarial gains and
losses, in respect of leave entitlement are recognised in the Statement of Profit and Loss in the period in which
they occur.

iv) Short-term Benefits

Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as expenses
at the undiscounted amounts in the Statement of Profit and Loss of the period in which the related service is
rendered. Expenses on non-accumulating compensated absences is recognised in the period in which the
absences occur.

v) Termination benefits
Termination benefits are recognised as an expense as and when incurred.

U) Accounting for Taxes of Income:-

i) Current Taxes
Current income tax is recognised based on the estimated tax liability computed after taking credit for
allowances and exemptions in accordance with the Income Tax Act, 1961. Current income tax assets and
liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date.
ii) Deferred Taxes
Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities are
recognised for all deductible temporary differences between the financial statements’ carrying amount of
existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured
using the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet date. The effect on
deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment
date. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised. Such assets are reviewed at each Balance
Sheet date to reassess realisation.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.
In view of uncertainty of income in future, deferred tax is not created

iii) Minimum Alternative Tax

MAT is recongnised as deferred Tax Assets in the Balance Sheet when the asset can be measured reliably and
it is probable that the furure econimic benefit associated with asset will be realised

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MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
Notes to financial statements for the year March 31, 2020

Note 2: Property, Plant & Equipment (Amount in Rs.)

Particular Furniture Office Computers Other Total
Equipment Electric
Fitings
Year Ended March 31, 2019
Gross Carrying Amount
Opening Gross Carrying Amount 164,164 330,458 340,238 323,572 1,158,432
Additions - - -
Disposals - - -
Transfers - - -
Closing Gross Carrying Amount 164,164 330,458 340,238 323,572 1,158,432
Accumulated Depreciation
Opening Accumulated Depreciation 160,210 330,457 340,237 323,571 1,155,475
Depreciation charge during the year 1,080 1 1 - 1,082
Disposals - -
Closing Accumulated Depreciation 162,290 330,458 340,238 323,571 1,156,557

Net Carrying Amount 1,874 - - 1 1,875

Year Ended March 31, 2020

Gross Carrying Amount
Opening Gross Carrying Amount 164,164 330,458 340,238 323,572 1,158,432
Additions
Disposals
Transfers
Closing Gross Carrying Amount 164,164 330,458 340,238 323,572 1,158,432

Accumulated Depreciation and

Impairment
Opening Accumulated Depreciation 162,290 330,458 340,238 323,571 1,156,557
Depreciation charge during the year 1,082 - - - 1,082
Disposals
Closing Accumulated Depreciation 163,372 330,458 340,238 323,571 1,157,639
and Impairment

Net Carrying Amount 792 - - 1 793

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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
Notes forming part to the to Financial statements for the year March 31, 2020

Note 3: Investment
Particular As at March 31, 2020 As at March 31, 2019
Profit or Loss
( Quoted and fully paid up )
1300 equity shares of FORBES & COMPANY LTD.of Rs 9,99,830 -
10 each fullypaid (P.Y.Nil)
Investments in Mutual Funds
169.247 units of SBI MAGNUM ULTRA SHORT 7,52,847 -
DURATION FUND REGULAR GROWT (P.Y. Nil)
Total Cash & Cash Equivalents 17,52,677 -

Note 4: Other non Current Asset

Particular As at March 31, 2020 As at March 31, 2019
Security Deposit 26,366 26,366
Total 26,366 26,366

Note 5: Cash & Cash Equivalentt

Particular As at March 31, 2020 As at March 31, 2019
Balance with Banks- Current Accounts 1,34,453 2,45,314
Cash on Hand 1,385 4,527
Total 1,35,838 2,49,841

Note 6: Other Current Asset

Particular As at March 31, 2020 As at March 31, 2019
Unsecured, considered good
Advances reoverable in cash or kind - -
SPS Share Brokers Pvt. Ltd 1,401 -
TDS for AY 2020-2021 5,00,000 -
Jio Fiber Reliance Retail Ltd - -
Prepaid Expenses 16,005 13,950
SGST 15,818 41,168
CGST 15,818 41,168
Total 5,49,041 96,285

Note 7: Equity Share Capital

Particular As at March 31, 2020 As at March 31, 2019
Authorised
20,00,000, Equity Shares of Rs 10 each 20000000 20000000
Total 20000000 20000000
Issued, Subscribed and Fully Paid Up
910,000 Equity Shares of Rs 10 each fully paid up 91,00,000 91,00,000
Total 91,00,000 91,00,000
a) Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity
share is entitled to one vote per share.
In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.
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Modella Woollens Limited 58 Annual Report

b) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period
Equity Shares
Particular As at March 31, 2020 As at March 31, 2019
Number Rs. Rs
Shares outstanding at the beginning of the year 9,10,000 91,00,000 91,00,000
Shares Issued during the year - - -
Shares bought back during the year - - -
Shares outstanding at the end of the year 9,10,000 91,00,000 91,00,000
c) Details of Shareholders holding more than 5% shares in the company:
Equity Shares
Particular As at March 31, 2020 As at March 31, 2019
N0 of Share % of % of Holding.
Held Holding.
Sunder Suvidha LLP 4,17,097 45.83 % 46.09 %
LIC 1,62,329 17.84 % 19.47 %

Note 8 : Other Equity

Particular As at March 31, 2020 As at March 31, 2019
Retained Earnings (2,95,59,612) (3,10,92,821)
General Reserve 9,647 9,647
Closing Balance (2,95,49,965) (3,10,83,174)

i) Retained Earnings
Balance as at the beginning of the year (3,10,92,821) (3,39,12,999)
Add- Profit for the current year 15,33,209 28,20,178
Net surplus in the statement of profit and loss account (2,95,59,612) (3,10,92,821)

ii) General Reserve

Balance as per last financial statements 9,647 9,647
Add-Addition during the year - -
Less-Utilized during the year - -
Closing Balance 9,647 9,647
Nature and Purpose of Reserves :

General Reserve
General Reserve represents appropriation of retained earnings and are available for distribution to shareholders

Retained Earnings
Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution
to shareholders

Note 9: Borrowing
Particular As at March 31, 2020 As at March 31, 2019
Loan from Directors 1,78,00,000 1,73,00,000
Inter corporate Deposit - -
Total 1,78,00,000 1,73,00,000

Note 10: Trade Payables

Particular As at March 31, 2020 As at March 31, 2019
Due to Micro, Small & Medium enterprises - -
Others 99,423 91,833
Total 99,423 91,833

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Modella Woollens Limited 58 Annual Report

Note 11: Provisions (Current)

Particular As at March 31, 2020 As at March 31, 2019
Employees Benefits 7,164 11,288
Provision for tax 5,28,540 6,71,870
Total 5,35,704 6,83,158

Note 12: Other Current Liabilities

Particular As at March 31, 2020 As at March 31, 2019
Rent payable 44,79,554 42,82,550
Total 44,79,554 42,82,550

Note 13: Other Income and Other Gains/(Losses)

Particular As at March 31, 2020 As at March 31, 2019
Professional fees received 50,00,000 -
Profit on sale of Mutual funds 46,808 -
Liabilities no longer required written back - 56,89,099
Total 50,46,808 56,89,099

Note 14: Employee Benefit Expense

Particular As at March 31, 2020 As at March 31, 2019
Salaries and Bonus Gratuity Provident Fund insurance 5,67,649 5,34,861
Staff Welfare 5,158 7,372
Total 5,72,807 5,42,233

Note 15: Finance Cost

Particular As at March 31, 2020 As at March 31, 2019
Interest - 1,52,686
Total - 1,52,686

Note 16: Other Expenses

Particular As at March 31, 2020 As at March 31, 2019
Advertisement 81,982 75,334
Auditors Remuneration-
Statutory Audit Fees 88,000 82,220
Tax Audit Fees - -
Bank charges 548 594
Rates and Tax 2,500 2,500
Electricity Charges 4,800 24,319
Director Sitting fees - -
Legal and Professional fees 1,89,173 3,90,246
Postage & Telegram 59,451 1,95,904
Rent 247,316 2,47,316
Printing And Stationary 52,720 99,734
Repairs & Maintenance 340 500
Web Hosting & Maintenance charges 3,100 8,624
Fair Value Loss 12,36,954 -
Listing Fees 3,00,000 325,396
Travelling & Conveyance 1,588 2,867
Miscellaneous Expenses 68,466 45,496
Total 23,36,940 15,01,050

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Details of Payment to Auditors

Particular As at March 31, 2020 As at March 31, 2019
For Audit Fees 88,000 82,220
For Tax Audit - -
Total Payment to Auditors 88,000 82,220

Note 17: Tax Expense

(a) Amounts recognised in Statement of Profit and Loss
Particular 2019-2020 2018-2019
Current tax expense (A)
Current year 5,28,540 6,71,870
Short/(Excess) provision of earlier years 74,230 -
6,02,770 6,71,870
Deferred tax expense (B) - -
Property, plant and equipment & Intangible assets - -
Brought forward Loss - -
MAT
Tax expense recognised in the income statement (A+B) 6,02,770 6,71,870
In view of uncerainity of income in future , deferred tax had not been created

(b)Amounts recognised in other comprehensive income

Particular 2019-2020 2018-2019

Before Tax Net of tax Before Tax Net of
tax (expense)/ tax (expense)/ tax
benefit benefit
Items that will not be
reclassified to profit or loss
Remeasurements of the
defined benefit plans - - - -
- -
- - - - - -
(c) Reconciliation of effective tax rate
Particular 2019-2020 2018-2019
Profit before tax 21,35,979 34,92,048
Company’s domestic tax rate / MAT 25.75% 26%
Tax using the Company’s domestic tax rate 5,50,015 9,07,932
Tax effect of :
Tax effect on non-deductible expenses
Others
Tax On Carried forward losses adjusted (5,50,015) (9,07,932)
Tax on book profit 5,28,540 6,71,870
MAT of earlier years
Tax expense as per Statement of Profit & Loss 5,28,540 6,71,870
Effective tax rate 24.74 19.24

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Modella Woollens Limited 58 Annual Report

(d) Movement in deferred tax balances

Particulars Net Recogn Recogn Recogn Net Defer Defer
balance ised in ised ised Balance red red
as at profit in OCI directly as at tax tax
April 1, or loss in March liabili asset
2019 equity 31, 2020 ty
Deferred tax (Asset)/Liabilities
Property, plant and equipment
& Intangible assets - - - - - -
Brought forward Loss - - - - - -
MAT - - - - - -
Deferred tax (Asset)/Liabilities - - - - - -
In view of uncertainty of income in future , deferred tax had not been created

Note 18: Earning Per Share

Particulars Year Ended Year Ended
March 31, March 31,
2020 2019
Weighted average number of shares outstanding during the period 9,10,000 9,10,000
Weighted average number of Potential Equity shares outstanding during the 9,10,000 9,10,000
year
Total number of Potential Equity Share for calculating Diluted Earning Per 9,10,000 9,10,000
share
Net Profit \ (Loss) after tax available for equity shareholders 15,33,209 28,20,178
Basic Earning per share (in Rs.) 1.68 3.10
Diluted Earning per share (in Rs.) 1.68 3.10

Note 19: Disclosure regarding Related Party

Disclosures on Related party transactions

i) Nature and Relationship of Related Parties

a) Associates / Enterprises over which directors and /Or their relatives has significant influence
Nil
b) Directors, Key Management Personnel & Relatives of KMP

Director Shri Sandeep Shah

Director Smt Kalpana shah

ii) Transactions with Related Parties during the year

Relationship
Particulars Name of Transaction March 31, 2020 March 31, 2019
a) Associates / Enterprises over which directors and / Or their relatives has significant influence
SPS Share Brokers P. Ltd. Demat Charges 1,432 -
Trans. Charges 322 -

b) Directors and Key Management Personnel o/s CR BAL o/s CR BAL

Shri Sandeep Shah Unsecured loan 10,00,000 5,00,000
Smt Kalpana shah Unsecured loan 1,68,00,000 1,68,00,000
Note 1: Related Parties as disclosed by Management and relied upon by auditors.

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Note 20 : Financial instruments – Fair values and risk management

A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial
liabilities, including their levels in the fair value hierarchy. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable
approximation of fair value.

31st March 2020 Carrying amount Fair value

Mandato FVTOCI Amortis Total Level Level Level Tot
rily at designate ed Cost 1 2 3 al
FVTPL d as such
Financial assets
Investments in 17,52,677 - - 17,52,677 - - - -
Partnership Firm
Other Financial Assets
Trade receivables - - - - - - - -
Cash and cash - - - - - - - -
equivalents - - 1,35,838 1,35,838 - - - -
17,52,677 - 1,35,838 18,88,515 - - - -

Financial liabilities
Borrowings - - 1,78,00,000 1,78,00,000
Trade Payables - - 99,423 99,423
OtherFinancial Liabilities - - - -
- - 178,99,423 178,99,423 - - - -

31st March 2019 Carrying amount Fair value

Mandato FVTOCI - Amortise Total Level Leve Leve To
rily at designated d Cost 1 l2 l3 tal
FVTPL as such
Financial assets
Investments in - - - - - - - -
Partnership Firm
Other Financial Assets
Trade receivables - - - - - - - -
Cash and cash - - - - - - - -
equivalents - - 2,49,841 2,49,841 - - - -
- - 2,49,841 2,49,841 - - - -

Financial liabilities
Borrowings - - 1,73,00,000 1,73,00,000
Trade Payables - - 91,833 91,833
OtherFinancial Liabilities - - - -
- - 1,73,91,833 1,73,91,833 - - - -

B. Measurement of fair values

Valuation techniques and significant unobservable inputs
The Fair Value of the Financial Assets & Liabilities are included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or
liquidation sale.

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The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values,
for financial instruments measured at fair value in the statement of financial position, as well as the
significant unobservable inputs used.

Financial instruments measured at fair value

Type Valuation Technique Significant Inter-
unobserva relationship
ble inputs between
significant
unobservable
inputs
and fair
value
measurement
Mutual Funds The fair values of investments in Mutual fund
units is based on the net asset value ("NAV") as Not Not
stated by the issuers of these mutual fund units applicable applicable
in the published statements as at Balance Sheet
date. NAV represents the price at which the
issuer will issue further units of mutual fund
and the price at which issuers will redeem such
units from the investors
Non current financial Discounted cash flows: The valuation model
assets and liabilities considers the present value of expected Not Not
measured at amortised receipt/payment discounted using appropriate applicable applicable
cost discounting rates.

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MODELLA WOOLLENS LIMITED

CIN: L17120MH1961PLC012080
Notes forming part to the to Financial statements for the year March 31, 2020
Note 20 : Financial instruments – Fair values and risk management (continued)
C. Financial Risk Management
C.i. Risk management framework
A wide range of risks may affect the Company’s business and operational / financial performance. The
risks that could have significant influence on the Company are market risk, credit risk and liquidity
risk. The Company’s Board of Directors reviews and sets out policies for managing these risks and
monitors suitable actions taken by management to minimise potential adverse effects of such risks on the
company’s operational and financial performance.

C.ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Company’s trade and
other receivables, cash and cash equivalents and other bank balances. To manage this, the Company
periodically assesses financial reliability of customers, taking into account the financial condition,
current economic trends and analysis of historical bad debts and ageing of accounts receivable. The
maximum exposure to credit risk in case of all the financial instruments covered below is restricted to
their respective carrying amount.

(a) Trade and other receivables from customers

Credit risk in respect of trade and other receivables is managed through credit approvals, establishing
credit limits and monitoring the creditworthiness of customers to which the Company grants credit
terms in the normal course of business.
The Company considers the probability of default upon initial recognition of asset and whether there
has been a significant increase in the credit risk on an on-going basis through each reporting period. To
assess whether there is a significant increase in credit risk the Company compares the risk of default
occurring on assets as at the reporting date with the risk of default as at the date of initial recognition. It
considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business

ii) Actual or expected significant changes in the operating results of the counterparty
iii) Financial or economic conditions that are expected to cause a significant change to the
counterparties ability to meet its obligation
iv) Significant changes in the value of the collateral supporting the obligation or in the quality of
third party guarantees or credit enhancements
Financial assets are written off when there is a no reasonable expectations of recovery, such as a debtor
failing to engage in a repayment plan with the Company. When loans or receivables have been written
off, the Company continues to engage in enforcement activity to attempt to recover the receivable due,
When recoverable are made, these are recognised as income in the statement of profit and loss.
The Company measures the expected credit loss of trade receivables and loan from individual customers
based on historical trend, industry practices and the business environment in which the entity operates.
Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss
on collection of receivable is not material hence no additional provision considered.

Ageing of Accounts receivables :

Particulars As at March 31, 2020 As at March 31, 2019

0 - 6 months - -
Beyond 6 months - -
Total - -
Financial Assets are considered to be of good quality and there is no significant increase in credit risk

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Modella Woollens Limited 58 Annual Report

(b) Cash and cash equivalents and Other Bank Balances

The Company held cash and cash equivalents and other bank balances of Rs. 1,35,838 at 31st March
2020 (31st March 2019: Rs. 2,49,841). The cash and cash equivalents are held with bank with good credit
ratings and financial institution counterparties with good market standing. Also, Company invests its
short term surplus funds in bank fixed deposit, which carry no / low mark to market risks for short
duration therefore does not expose the Company to credit risk.

C.iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset.
Liquidity risk is managed by Company through effective fund management of the Company’s short,
medium and long-term funding and liquidity management requirements. The Company manages
liquidity risk by maintaining adequate reserves, banking facilities and other borrowing facilities, by
continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.

C.iv. Market risk

Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises three types of risk: currency risk, interest
rate risk and other price risk.

C.iv.a Currency risk

The Company is exposed to currency risk on account of its operating and financing activities. The
functional currency of the Company is Indian Rupee. Our exposure are mainly denominated in U.S.
dollars. The USD exchange rate has changed substantially in recent periods and may continue to
fluctuate substantially in the future. The Company’s business model incorporates assumptions on
currency risks and ensures any exposure is covered through the normal business operations. This intent
has been achieved in all years presented. The Company has put in place a Financial Risk Management
Policy to Identify the most effective and efficient ways of managing the currency risks.

C.iv.b Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk
through the impact of rate changes on interest-bearing liabilities and assets. The Company manages its
interest rate risk by monitoring the movements in the market interest rates closely.

Note 21 : Capital Management

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going
concern and to optimise returns to its shareholders. Management monitors the return on capital as well
as the debt equity ratio and make necessary adjustments in the capital structure for the development of
the business. The capital structure of the Company is based on management's judgement of the
appropriate balance of key elements in order to meet its strategic and day - to - day needs. In order to
maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
Gearing Ratio- There is Debts in the company of Rs 1,78,00,000 as on 31.03.2020 of Rs 1,73,00,000 as
on 31.03.2019 .The company is having negative shareholding fund as on 31.3.2020 and 31.3.2019

Note 22 : Contingent Liability- NIL

Note 23 :
There is no availability of information about the amount dues to small/micro undertaking, we are
unable to comment that the interest if any is due to such undertaking or not

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Modella Woollens Limited 58 Annual Report

Note 24 :
Balances are relied upon as per books of accounts wherever the confirmations from debtors /creditors
/Loans /Advances are not available

Note 25 :
As certified by the Management there is no obligation in respect of gratuity and leave encashment
during the year

Note 26 :
Rent including society charges for office premises debited to the profit & loss account for the year isRs.
2,47,316/- (Rs. 2,47,316/-). Provision for rent payable upto 31st March 2020 Rs. 44,79,554/-(Rs.42,82,550)
includes cheques paid but not encashed by the landlord.

Note 27 :
Previous year figures have been regrouped and rearranged wherever necessary to confirm with the
current year presentation.

In term of our report of even date For and behalf of Board of Directors
MODELLA WOOLLENS LIMITED
For Kochar & Associates
Chartered Accountants
Firm Regn No. 105256W
Sd/- sd/- sd/-
Piyush Kochar Sandeep Shah Kalpana Shah
Partner Director Director
M. No. F-106049 DIN No.- 00368350 DIN No.- 00368392

Place: Mumbai
Dated:29/6/2020

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Modella Woollens Limited 58 Annual Report

PROXY FORM
(Form No. MGT-11)
MODELLA WOOLLENS LIMITED
L17120MH1961PLC012080
Registered Office:- 4-C, Vulcan Insurance Building, Veer Nariman Road, Churchgate, Mumbai 400
020.

Name of the Member(s) and Registered Address Dp id/ Client id/ Folio no.

Email ID:

I/We being the Member/Members of Modella Woollens Limited, holding _____ shares, hereby
appoint:

_____________ Of _______________ having e-mail ID ______________ or failing him

_____________ Of _______________ having e-mail ID ______________ or failing him
_____________ Of _______________ having e-mail ID ______________ or failing him

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us
and on my/our behalf at the 58th ANNUAL GENERAL MEETING of the Company, to be held on
Monday, 21st December, 2020 at 04 :00 p.m. at Bhangwadi Shopping Complex, 2nd floor,
Bhangwaaadi, Kalbadevi Road, Mumbai 400 002. and at any adjournment thereof in respect of such
resolutions as are indicated in the notice.

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Modella Woollens Limited 58 Annual Report

--------------------------------------------------------------tear here------------------------------------------
** I wish my above Proxy to vote in the manner as indicated in the box below:
Resolutions For Against

l. Consider and adopt Audited Financial Statements, Reports of the Board of

Directors and Auditors
2. Reappointment of Mrs. Kalpana P. Shah who retires by rotation

Signed ______ day of ______2020

_________________________ _______________________ ______________________

Signature of first Proxy Signature of second Proxy Signature of third Proxy

Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company not less than 48 hours before the commencement of the
meeting.
2. A Proxy need not be a member of the Company.
3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than 10% of the total share capital of the Company carrying voting rights. A
member holding more than 10% of the total share capital of the Company carrying voting rights may
appoint a single person as proxy and such person shall not act as a proxy for any other person or
shareholder.
4. This is only optional. Please put a 'X' in the appropriate column against the resolutions indicated in
the Box. If you leave the 'For' or 'Against' column blank against any or all the resolutions, your
Proxy will be entitled to vote in the manner as he/she thinks appropriate.
5. Appointing a proxy does not prevent a member from attending the meeting in person if he so
wishes.
6. In the case of joint holders, the signature of anyone holder will be sufficient, but names of all the
joint holders should be stated.

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Modella Woollens Limited 58 Annual Report

MODELLA WOOLLENS LIMITED

Route Map to the 58th AGM

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