Directors' Report: Financial Results

Download as pdf or txt
Download as pdf or txt
You are on page 1of 63

DIRECTORS’ REPORT

To the Members,
The Directors have pleasure in presenting the Seventy-sixth Annual Report of the Company along with the Audited
Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
(Rupees in lacs)
Financial Years
2009-10 2008-09

Gross Profit before depreciation 1949.90 987.34


Less: Depreciation 154.23 101.27
Profit Before Tax 1795.67 886.07
Less: Extra Ordinary Expenditure -
Provision for Taxation (Including Wealth Tax/FBT) 585.80 221.64
Tax provision of earlier year (2.51) 16.05
Deferred tax (0.70) 582.59 14.03 251.72
Profit after Tax 1213.08 634.35
Add: Balance brought forward 2887.49 2520.34
Less: Debit balance in the P&L A/c.
of IIJL on Amalgamation 530.49
Less: Amount transferred to Capital Reserve 0 2887.49 0 2520.34
Balance available for Appropriation 3570.08 3154.69
LESS: APPROPRIATION
Proposed Dividend 150.17 187.71
Tax on distributed profit 24.94 31.90
Transferred to General Reserve 90.98 47.58
Balance Carried to Balance Sheet 3303.99 2887.49

DIVIDEND
Your Directors are pleased to recommend a dividend of Re.0.40 ps. (20%) per Equity Share of Rs.2/- each. The Dividend for
the year amounts to Rs.175.11 Lacs including the Dividend Distribution Tax.
BUSINESS OPERATIONS
The business segments of the Company consist of Real Estate, Business Centre and Trading.
Real Estate
Despite the global economic decline in fiscal 2008, India continues to be one of the fastest growing countries in the world and
is showing sign of recovery following the global financial downturn.
India’s ability to recover from the global slowdown and its own domestic liquidity crunch has been driven by the Country’s large
domestic savings and corporate retained earnings which have been used to finance the investments. Moreover, the fiscal
policy, primarily, in the form of reduced interest rates and Government intervention, has helped maintain private demand,
liquidity and short-term rates, thereby reducing the risk of loan losses.
The Real Estate Sector in India has exhibited a trend towards greater organization and transparency by various regulatory
reforms such as repeal of Urban Land (Ceiling and Regulation) Act in most of the States, modification in the Rent Control Act
to provide greater protection to homeowners wishing to rent out their properties, rationalization of property taxes in a numbers
of states and the computerization of land records.
With the spurt in the demand in real estate sector and especially in Mumbai, the Company has decided to embark on real
estate development activities on its South Mumbai situated land bank in priority over its other SEZ and FTWZ projects. In this
direction, consent of the Members of the Company has been sought by means of postal ballot. As a substantial step, an
understanding has been arrived at with K. Raheja Corp Pvt. Ltd. for redevelopment of some of the properties of the Company
situated in the South Mumbai.

1 ANNUAL REPORT 2009-10


Business Centre:
Central Bombay Infotec Park - Joint Venture arm of Modern India Limited is running Business Centre named Modern Centre.
The revenue from this segment has been Rs. 901.92 Lacs as compared to Rs. 1239.91 lacs in the previous year. Considering
flurry of real estate development happening between Mahalaxmi and Elphinstone Road, the Management was considering
various options one of which was redevelopment of the Modern Centre. Accordingly, long term lease rentals agreements were
not preferred and this is the main reason for current vacancy and resultant lower revenue.
Trading:
Trading activities consist of cloth, yarn, software/ Revo Milling machine, sponge iron, etc. Turnover, in this segment, has grown
from Rs. 19,342.46 lacs to Rs. 20,717.89 registering a 7% growth.
SUBSIDIARY COMPANIES
MODERN INTERNATIONAL (ASIA) LIMITED, HONG KONG (MIAL)
MIAL was set up to outsource products from China and other S. E. Asian Countries and is a B2B segment of the company where
MIAL services local as well as international companies sourcing raw material/semi finished/finished products and customized
products as per requirements. Seven years ago, MIAL started with Textiles, Yarn and Fabric but now expanded range of
commodities including Tyres, Steel, Chemicals, Paper, and Luggage sourcing from China, Indonesia, Thailand and Korea.
Economic scenario in international trade is improving and sign of textile revival are available. It is expected that FY 2010-11
to be better compared to FY 2009-10 as textile constitute major component of Business in MIAL.
MODERN INDIA PROPERTY DEVELOPERS LIMITED (MIPDL):
MIPDL is developing Electronic Hardware, Software including IT / ITeS Special Economic Zone at Khopoli, Dist. Raigad in
Maharashtra. Company has received recommendation from Government of Maharashtra and formal approval from Board of
Approval, Ministry of Commerce and Industry, New Delhi and has filed application for notification of the SEZ which is awaited.
In the Finance bill 2010, no further extension to STPI [Software Technology Park of India] has been envisaged. It was further
clarified by spokesperson from the finance ministry that tax benefits to STPI will go after sunset period gets over. Hence, SEZ
will be the only avenue available to the IT/ITeS exporters to remain tax neutral.
Current recruitment drive of IT industry, robust growth guidance for FY 2010-11 and increasing pie of Indian IT industry in
global market are all pointer to increased space requirement in time to come.
We have sought views from IL&FS IDC Limited, advisor to SEZ development of the Company as well as other agencies
involved. It has been informed that in next couple of quarters, scenario may get clearer and at appropriate time, after having
reasonable LOI’s or anchor tenant, this project can be revived, albeit, in phases.
We, at the same time, also looking into alternate land use or outright sale of the land holding. We have been given to
understand that simultaneous to revival of real estate market, other opportunities are surfacing and a final decision in this
connection will be taken considering all the facets of the matter.
INDIAN INSTITUTE OF JEWELLERY LIMITED (IIJL)
IIJL had set up a premier autonomous jewellery institute, Indian Institute of Jewellery (IIJ), in the Asia Pacific region, which
offers international standard education in Jewellery Manufacturing, Designing and Gemology etc. IIJ is a leading professional
institute, recognized and accepted by the jewellery industry for quality training, state of the art infrastructure and industry
relevant curriculum.
During the year, IIJ commenced post graduation diploma course in collaboration with Mumbai University. Also it has enrolled
students under Vocational Training Programme [VTP] as envisaged by the Ministry of Labour and Employment through
Directorate General of Employment and Training.
Out of Batches of VTP modules, undergoing particular course, may come for other vocational training program which would
result in more students in other stream of courses, offered by IIJ.
IIJ has started an initiative named VINAYA in collaboration with All India Gems & Jewellery Trade Federation whereunder
summits are organized in 20 cities of India to create awareness of opportunities in gems and jewellery segment.
As per the Scheme of Amalgamation sanctioned by the Hon’ble Bombay High Court on 7th May, 2010, IIJL got amalgamated
with the Company as on 1st July, 2009. As such, whole of the undertaking of IIJL has been taken over by the Company. IIJL has
been dissolved without being wound up on 3rd June, 2010, being Effective Date. Now, IIJ functions as a Division of Modern
India Limited. Accordingly, financials of this undertaking has been merged with the financials of the Company.

2 ANNUAL REPORT 2009-10


MODERN INDIA FREE TRADE WAREHOUSING PRIVATE LIMITED (MIFTWPL)
The Company acquired 51% equity shareholding in Modern India Free Trade Warehousing Pvt. Ltd. on 4 th July, 2008. This
company has been incorporated to establish Free Trade Warehousing Zone (FTWZ).
Though international trade is returning to normalcy, the scenario is still full of uncertainties, therefore, at present, no further
outlay is earmarked for the project. No further acquisition of land has been undertaken. As such, status quo is maintained.
ANNUAL ACCOUNTS OF SUBSIDIARY COMPANIES
The Ministry of Corporate Affairs has granted exemption from attaching a copy of Balance Sheet, Profit & Loss Account, and
Report of the Board of Directors and Report of the Auditors of all the four Subsidiary Companies. However, as per the said
permission certain details are published about the Subsidiaries. Moreover, pursuant to the Accounting Standard 21 issued by
The Institute of Chartered Accountants of India, the Company includes the financial information of the Subsidiaries in its notes
to the Annual Accounts. Any member of the Company, desirous of inspecting the same, may inspect and/or request for copy of
these documents or any details relating to these documents.
DIRECTORS
Shri. Rajas Doshi, Director of the Company, retire by rotation and, being eligible, offers himself for re-appointment.
Shri. Pradip Kumar Bubna Director of the Company, retire by rotation and, being eligible, offers himself for re-appointment.
CORPORATE EVENTS
One of the Subsidiary Companies, Indian Institute of Jewellery Limited, got amalgamated with the Company vide the
Hon’ble Bombay High Court’s Order dated 7th May, 2010 sanctioning the Scheme of Amalgamation approved by the Members
of the Company on 8th January, 2010, in the Court Convened Meeting.
Postal ballot procedure is undertaken to obtain consent of the shareholders of the Company for disposal/redevelopment of its
land and properties situate in South Mumbai, pursuing new object of publication business and adopting explicit object for real
estate development activities and developing real estate on its own. The process is going on and the results will be declared
on June 23, 2010 at the Registered Office of the Company.
The Company has entered into Memorandum of Intended Development with K. Raheja Corp. Pvt. Ltd. on 24 th May, 2010 for
development/redevelopment of some of its properties situate in the South Mumbai.
CONSOLIDATION OF ACCOUNTS
In pursuance of the mandatory compliance of the Accounting Standard 21, as issued by The Institute of Chartered Accountants
of India, the Company has presented Consolidated Financial Statements, for the year under Report, consolidating its Accounts
with the Accounts of its Subsidiary Companies, Modern International (Asia) Limited, Modern India Property Developers Ltd.
and Modern India Free Trade Warehousing Pvt. Ltd. as also accounts of the Joint Venture – Central Bombay Infotec Park to
the extent of the investment made by the Company. A separate Report of the Statutory Auditors, on consolidated Financial
Statements also forms part of the same.
DEFERRED TAX
The total net Deferred Tax liabilities as on 31.03.2010 is Rs. 112.35 lacs [Previous Year Rs. (113.05) lacs]. Rs.0.70 lac [Previous
Year Rs. (14.03) lacs debited] have been credited to Profit & Loss account of the year in respect of the Deferred Tax.
AUDITORS’ APPOINTMENT
Members are requested to appoint Auditors and fix their remuneration. The present Auditors, Messrs K.S. Aiyar & Company,
Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
AUDITORS’ REPORT
The Auditors’ Report is attached with the audited statements. There are observations made by the Auditors that have been
explained below.
Auditors’ Observations:
"Attention is drawn to Note No. 2 – (v) & (vi) of Notes to Accounts wherein the demands raised by the Municipal
Corporation of Greater Mumbai (MCGM) for property taxes & Penalty for regularization of change of user amounting to Rs.
550.42 lacs and Rs. 598.88 lacs respectively has not been provided in the accounts as these have been disputed by the
Company. In view of the uncertainty involved in terms of final settlement of the demands, the impact on the financial
statements cannot be quantified."

3 ANNUAL REPORT 2009-10


The Management’s reply to the above observation is as under:
The Company has disputed the property tax demands and has not accepted the another demand of Rs. 598.88 lacs. Provision,
if any, will be considered on disposal of the complaints and redressal.
FIXED DEPOSITS
During the year under Report, the Company has neither accepted nor renewed any Fixed Deposits, under Section 58A, read
with Companies (Acceptance of Deposits) Rules, 1975.
INSURANCE
Adequate insurance cover has been taken for the properties of the Company including Stocks, Tools and Machineries,
Furniture and Fixtures, Electronic and Electric Equipments, Vehicles and to cover Directors’ and Officers’ Liability.
In view of 26/11 type terror attack in Mumbai, security in and around the Modern Centre has been tightened by installation of
surveillance gadgets and beefing up the security in and around Modern Centre.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates
made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,
2010 and of its profit for the year ended as on that date;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) the annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS.
In compliance with the provisions of Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, a statement giving requisite information is given in Annexure ‘A’ forming part of this Report.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules,
1975 is given in Annexure ‘B’ forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSES
As per the requirement of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the Management
Discussion and Analyses of the events, which have taken place and the conditions prevailed, during the period under review,
are elucidated in ANNEXURE - 1 to this Report.
CORPORATE GOVERNANCE
In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Report on Corporate
Governance, along with a Certificate of the Auditors on Corporate Governance is annexed to this Report marked ANNEXURE
- 2.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere thanks to the Valued Customers, Suppliers, Banks, Central Government,
State Governments and various Consultants and Business Associates for their continued support, co-operation and guidance,
during the year under review. Your Directors also wish to thank the employees and executives at all levels for their valuable
contributions.
For and on behalf of the
Board of Directors

Vijay Kumar Jatia


Mumbai, dated 18th June, 2010 Chairman & Managing Director
Registered Office:
Modern Centre, Sane Guruji Marg,
Mahalaxmi, Mumbai-400 011.

4 ANNUAL REPORT 2009-10


ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT
INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST
MARCH, 2010
1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:
As the Company has no manufacturing activities, the provisions of Companies (Disclosure of Particulars in the Report of
Board of Directors) Rule, 1988 relating to Conservation of Energy, Technology Absorption and R & D do not apply to your
company.
2. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(a) - Activities relating to exports : The Company did not undertake export activities during
the period under review in view of global meltdown.

- Initiatives taken to increase exports : Continuous efforts to identify new markets for existing and
new products are being made by the Company.

- Development of new markets for


products & services & Export plans : Company is developing new export market for various
products in USA, Asian and European countries. The
Company does not have any definite export plan in view
of the prevailing recessionary condition.

(b) Total Foreign Exchange:

(i) Earnings : Rs.Nil

(ii) Outgoing : Rs. 24,05,005/-

ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT


PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956 FOR THE YEAR ENDED 31ST
MARCH, 2010

Sr. Name/Age(Years) Qualifications Experi Date of Designation/ Gross Last Employment held
No. -ence Employ Nature of remunera- (Previous Designation/
(years) -ment Duties tion Previous Company)
received
(Rs.)

(1) (2) (3) (4) (5) (6) (7) (8)


1 Vijay Kumar Jatia B.Com. 35 01.08.2001 Chairman 1,02,17,278 Pudumjee Pulp & Paper
(52) & Mills Ltd. –
Managing Jt. Managing Director
Director

Notes:
(a) Remuneration includes Salary, Commission on net profits, Leave Travel Assistance, Medical Expenses, Company's
Contribution to Provident Fund and other facilities/benefits the monetary value of which has been evaluated as per
the Income-tax Rules.
(b) The above employee is relative of Smt. Gauri Jatia, Directress of the Company.
For and on behalf of the
Board of Directors

Vijay Kumar Jatia


Mumbai, dated 18th June, 2010 Chairman & Managing Director

5 ANNUAL REPORT 2009-10


ANNEXURE 1

MANAGEMENT DISCUSSION AND ANALYSES


i). Industry Structure and Developments
Outlook on real estate development especially of residential is encouraging. Many residential developments are underway
in the vicinity of Modern Centre wherein sale of developed area and realization is robust. Though currently commercial
space in the vicinity is having vacancies, but, of late, pick up has been seen and with positive guidelines from BSFI
[Banking, Services, Finance and Information Technology], this segment indicates sustained growth in commercial space
segment as well.
Indian economy has shown resilience and gaining momentum ahead of developed nations. It is expected that if current
year monsoon happens to be normal or good then GDP and industrial growth would put Indian Economy on fast track. It
appears that Indian economy will grow @ 8.5% to 9% in FY 2010-11 barring setbacks in other part of the world.
The Real Market Sector in India
The Realty Sector is organizing itself in India by reason of various regulatory reforms done by the Governments.
The real estate industry is country or region specific. There are certain factors in the specific area that determine demand
and supply parameters in that specific area. These factors are very much present in India. India’s growth is expected to
be faster than that of both the advanced and developing economies, during 2009-10 and further. The earning population
in India is expected to increase that will create spurt in demand for houses. RBI has reduced interest rates which has given
rise to credit off take and improvement in the real estate market.
The demand for residential, commercial and retail real estate is rising throughout India, accompanied by increased
demand for improved infrastructure.
ii) Outlook
India has entered into a consolidation phase after suffering lot from global meltdown. The demand, supply and prices are
gradually increasing in line with the improvement in the economic environment.
The rationalization of prices by developers, easing credit market and improving economic conditions have contributed
to recovery in the Real Estate Industry.
1. Business Centre
Considering flurry of real estate development happening between Mahalaxmi and Elphinstone Road, the Company
decided not to indulge in long term occupation understanding in order to redevelop the Modern Centre in which business
centre activities are going on.
2. Trading
Economic scenario in international trade is improving and sign of textile revival are available. We expect FY 2010-11 to
be better compared to FY 2009-10 as textile constitute major component of Business in MIAL.
iii) Segmentwise Performance
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of
the segment.
Revenue and expenses which relate to the enterprise as a whole and are not allocable to segments on a reasonable
basis, have been included under “Un-allocable/Corporate”.
There are no inter-segment revenues and, therefore, the basis of their measurement does not arise.
(Rs. In lacs)
Business Vocational Real Trading Unallocated/ Total
Centre Training Estate Corporate

i Segment Revenue 901.92 65.91 2081.77 20723.73 460.84 24234.17

ii Segment Result 817.41 (115.12) 1449.61 13.80 (222.50) 1943.20

iii Segment Capital Employed 239.99 340.22 566.66 114.41 3416.39 4677.67

6 ANNUAL REPORT 2009-10


INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
MIL’s well defined organization structure, documented policy guidelines, predefined authority levels, and an extensive system
of internal controls ensure optimal utilization and protection of resources, IT security, accurate reporting of financial transactions
and compliance with applicable laws and regulations.
MIL has adequate systems of internal control in place. This is to ensure that assets are safeguarded against loss from
unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly
MIL has an exhaustive budgetary control system. Actual performance is reviewed with reference to the budget by the
management on an on-going process basis.
The internal audit function is empowered to examine the adequacy, relevance and effectiveness of control systems,
compliance with policies, plans and statutory requirements
The top management and the Audit Committee of the Board review the findings and recommendations of the internal
audit panel.
FINANCIAL PERFORMANCE
The Company, in its stand alone position, has made post-tax profits of Rs.1213.08 lacs. However, the Company has its other
endeavours through its wholly owned subsidiaries (the wos). The financial performances of these subsidiaries are to be
consolidated with its holding company. The wos in its initial and construction period had and have been required to make
heavy investment in its assets by borrowing funds. The wos have been paying interest on the borrowed funds which is
capitalized under project cost. By reason of this, there is heavy interest payment. When clubbed with the financial indicators
of the Company, as per requirement of the Accounting Standard, the Company shows a net profit of Rs.1319.34 lacs in the
current year (previous year’s net profit Rs. 283.27 lacs). The income from operations is Rs. 26,915.20 lacs are 1.95% higher
(previous year Rs. 26,402.19 lacs). Other Income is Rs.482.22 (previous year Rs. 487.96 lacs). The Company recorded Total
Revenue at Rs.27,397.42 lacs (previous year Rs. 26,890.16 lacs).
HUMAN RESOURCE /INDUSTRIAL RELATIONS
Your Company firmly believes that success of a company comes from good Human Resources. Employees are considered as
important assets and key to its success. HRD has been strengthened for sourcing and developing high caliber employees
providing them relevant training for encashment of their competence and facilitating their assessment process through an
effective Performance Management System (PMS). Company aims to remain lean and dynamic in a continuing de-layered
structure.
The Employee relations continued to be satisfactory.
CAUTIONARY STATEMENT
Statement in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectation
may be “forward looking statements” within the meaning of applicable statutory laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations
include economic conditions and price conditions in the domestic and overseas markets in which company operates, changes
in the Government regulations, tax laws and other statutes and other incidental factors.

7 ANNUAL REPORT 2009-10


ANNEXURE- 2
REPORT ON CORPORATE GOVERNANCE
In compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the
Bombay Stock Exchange Limited, the Company has been incorporating, a separate section on Corporate Governance in its
Annual Report. Over the period, and as a matter of habit, the Company inculcated strong corporate governance philosophy
culminating in policies.

Company’s policies on the Corporate Governance and due compliance report for the year ended 31st March, 2010 are as
under:

I COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance is aimed at attainment of the highest level of transparency,
accountability and equity in all facets of its operations and in all interaction with its shareholders, employees, customers
and the Government. It includes not only application and adaptation of statutory rules/procedures and guidelines, but
also includes application and adoption of good corporate practices followed voluntarily, by the Company so as to keep
the Shareholders, Management, Investors and Authorities well informed about the Company. The Company believes
that all its operations and actions must serve the underlined goal of enhancing overall shareholder value over a sustained
period of time and at the same time protecting the interest of the stakeholders.

II. BOARD OF DIRECTORS

Composition of Board

The current strength of the Board of Directors of the Company is Eight. The Board has an optimum mix of executive and
non-executive directors. The Chairman and Managing Director is executive director while other directors are non-
executive directors. Except two non-executive directors rest are independent. This combination helps the Company take
benefit of the experience and expertise of the directors, in their core area of competence. The Managing Director is
receiving remuneration as per sanction accorded by the members of the Company. The other directors do not receive any
remuneration except sitting fees. There are no nominee directors on the Board of the Company. The Board has an
Executive Chairman and the number of independent Directors is more than half of the total strength of the Board.

The Company has complied with the requirements of Clause 49 of the Listing Agreement with regards to the composition
of the Board.

Board Meetings and attendance

Six Board Meetings on 13th May, 2009, 10th June, 2009, 24th July, 2009, 7th September, 2009, 9th October, 2009 and 13th
January, 2010 were held during the financial year 2009-2010 and the gap between two Board meetings did not exceed
4 months.

The information pertaining to attendance of each director at the Board Meetings and at the last Annual General Meeting
(AGM) and the number of companies and committees where he/she is a director/committee member are as under:

Name of the Directors Category Number of Number of Number of No. of Last


Co. Board of Committees of Committees of Board AGM
which Member which Chairman which Member Meetings Attendance
other than MIL # other than MIL other than MIL Attended (Yes/No)

Shri V.K. Jatia Promoter 9 - 1 6 Yes


Executive
Shri R.N. Sethna Independent 4 - 2 4 No
Non Executive
Shri Anand Didwania Independent 1 0 0 6 Yes
Non Executive

8 ANNUAL REPORT 2009-10


Shri R.R. Doshi Independent 3 0 3 6 Yes
Non Executive
Shri P. K. Bubna Non-Independent 2 - - 6 Yes
Non Executive
Smt.Gauri Jatia Promoter 4 - - 4 No
Non Executive
Shri Dilip J Thakkar Independent 13 5 9 4 Yes
Non Executive
Smt Vasanti B Patel Independent 0 0 0 4 Yes
Non Executive

# Excluding private companies, foreign companies and companies registered under Section 25 of the Companies Act,
1956.

Committee includes Audit Committee and Shareholders/Investors Grievance Committee. Directors who could not attend
the meeting have obtained leave of absence from the Board/Committee.

Directors with materially significant related party transaction, pecuniary or business relationship with the company

There have been no materially significant transactions, pecuniary transactions or relationship between the Company and
its directors that may have a potential conflict with the interest of the Company at large. However related party transactions
are disclosed in Note No 23 to Schedule 18, attached to the Accounts and form part of this Annual Report.

Board Procedure

The Board meets at least once a quarter to review the quarterly performance and the financial results. The Board
Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each
Director. All the items in the agenda are accompanied by notes giving comprehensive information on the related subject
and in certain matters such as financial/business plans, financial results, detailed presentations are made. The agenda
and the relevant notes are sent in advance separately to each Director and only in exceptional cases; the same is tabled
at the meeting. The Board is also free to recommend the inclusion of any matter for discussion in consultation with the
Chairman.

The information as specified in Annexure I to Clause 49 of the Listing Agreement is regularly made available to the
Board.

To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every Board
Meeting, on the overall performance of the Company, with presentations by functional heads. Senior management is
invited to attend the Board Meetings so as to provide additional inputs to the items being discussed by the Board.

The Board’s role, functions, responsibility and accountability are clearly defined. In addition to matters statutorily
requiring Board’s approval, all major decisions involving policy formulation, strategy and business plans, annual operating
and capital expenditure budgets, new investments, compliance with statutory/ regulatory requirements, major accounting
provisions and write-offs are considered by the Board.

The minutes of the Board Meetings are circulated in advance to all Directors and confirmed at subsequent Meeting.

III. AUDIT COMMITTEE

Terms of reference

The terms of reference of the Audit Committee are wide enough to cover the matters specified for it in Clause 49 of the
Listing Agreement as well as in Section 292A of the Companies Act, 1956. In brief, the Audit Committee of the Company,
inter-alia, provides assurance to the Board on the adequacy of the internal control systems, financial disclosures and
ensures that generally accepted accounting principles are observed by the Company. The Committee also provides
guidance and liaises with the Internal Auditors as well as the Statutory Auditors of the Company.

9 ANNUAL REPORT 2009-10


Composition, Meeting and Attendance

The First Audit Committee had been constituted by the Board at its meeting held on 31 st January, 2001. The same was
reconstituted from time to time. The current strength of the Audit Committee of the Board is four members. All the
members of the Audit Committee are Non-executive directors. Two-third of the members of the Committee are independent
directors. The Committee has elected Shri Anand Didwania, an independent director as its Chairman. Shri R.N. Sethna
resigned as an Audit Committee member w.e.f. 13th January, 2010. In his place, Smt. Vasanti Patel was appointed on the
same date. All the members of Audit Committee are financially literate and possess accounting and related financial
management expertise. The Managing Director of the Company is a permanent Invitee of the Audit Committee. At the
invitation of the Company, representatives from various divisions of the Company, internal auditors, statutory auditors and
Financial Controller also attend the Audit Committee meetings to respond to queries raised at the Committee meetings.
The Company Secretary acts as the Secretary of the Audit Committee.

Five meetings on 13th May, 2009, 10th June, 2009, 24th July, 2009, 9th October, 2009 and 13th January, 2010 were held
during the financial year 2009-2010 and the gap between two meetings did not exceed 4 months.

The information pertaining to attendance of each member at the meetings of the Audit Committee is as under:

Composition Designation Category of Directorship Attendance out of 5 Meetings

Shri Anand Didwania Chairman Non-executive 5


Independent Director
Shri R.R. Doshi Member Non-executive 5
Independent Director
Shri P. K. Bubna Member Non-executive 5
Non-Independent Director
Shri R. N. Sethna Member Non-executive 2
Upto 13/01/2010 Independent Director
Smt Vasanti Patel Member Non-Executive -
(w.e.f) 13/01/2010 Independent Director

Internal Auditors

The Company has appointed M/s. M. L. Sharma & Co., a firm of Chartered Accountants as Internal Auditors to review the
internal control systems of the Company and to report thereon. The report of the Internal Auditors is reviewed by the Audit
Committee.

IV. REMUNERATION COMMITTEE:

Composition, Meeting and Attendance

The Remuneration Committee had been constituted by the Board at its meeting held on 29th April, 2002. It comprised
of three member directors all of whom were independent and Non-executive directors. The Remuneration Committee
was consisting of Shri Rajas. R Doshi (Chairman), Shri Anand Didwania and Smt Vasanti Patel. The terms of reference to
Remuneration Committee include reviewing and recommending the terms of remuneration payable to Executive
Director. The Company Secretary acts as the Secretary of the Remuneration Committee.

The Committee met only once during the financial year 2009-2010 on 10th June, 2009. All the members were present at
the Meeting.

The Managing Director has been receiving the remuneration as per the recommendation of the Remuneration Committee,
the details of which are given in Note No. 13 of Schedule 18 to the Accounts. The non-executive directors do not receive
any remuneration except the sitting fees.

10 ANNUAL REPORT 2009-10


The details of payment of sitting fees to non-executive directors are as follows:

Sr.No. Name of the Director Sitting Fees


Rupees

1 Shri Rusi N. Sethna 30,000


2 Shri Anand Didwania 60,000
3 Shri Rajas R. Doshi 65,000
4 Shri Pradip Kumar Bubna 55,000
5 Smt. Gauri Jatia 20,000
6 Shri Dilip J Thakkar 30,000
7 Smt. Vasanti B Patel 35,000

The Shareholding of the Non-Executive Directors is as under:

Sr. No. Name of the Director No. of Shares

1 Shri Rusi N. Sethna 0


2 Shri Anand Didwania 0
3 Shri Rajas R. Doshi 0
4 Shri Pradip Kumar Bubna 1230
5 Smt. Gauri Jatia 5,57,850
6 Shri Dilip J Thakkar 175
7 Smt. Vasanti B Patel 0

V. SHAREHOLDERS/INVESTORS’ GRIEVANCE COMMITTEE

Composition, Meeting and Attendance

The Shareholders/Investors’ Grievance Committee was constituted by the Board at its meeting held on 31 st January,
2002. The Committee comprises of three directors; majority of them being independent and Non-executive. Shri Rajas
R. Doshi has been elected as the Chairman of the Shareholders/Investors’ Grievances Committee. The Company
Secretary acts as Secretary of the Committee.

During the year, the Committee met once, on 9 th October, 2009. The information pertaining to attendance of each
member at the meeting of the Committee is as under:

Composition Designation Category of Directorship Attendance in Meetings

Shri Rajas R. Doshi Chairman Non-executive Independent Director 1


Shri Rusi N. Sethna Member Non-executive Independent Director 0
Shri V. K. Jatia Member Executive Director 1

During the year, the Company received total 6 complaints and all of them were satisfactorily resolved. The details of the
complaints received and solved are given under:

Nature of Request By R & T Agent


SEBI Stock Exchange MCA Other Sh/hold Total Resolved Pending

Non receipt of share certificate 0 0 0 4 4 4 0


Non-receipt of Annual Report 0 0 0 0 0 0 0
Non-Receipt of Dividend 0 0 0 1 1 1 0
Demat Query 0 0 0 1 1 1 0
Total 0 0 0 6 6 6 0

Shri Ajit P. Walwaikar, G.M. (Legal) & Company Secretary is the Compliance Officer of the Company.

11 ANNUAL REPORT 2009-10


VI ANNUAL GENERAL MEETINGS:

Details of Last Three Annual General Meetings are given hereunder:

Financial Year Date of Meeting Time Location

2008-2009 24.07.2009 4.30 p.m. Modern centre, Sane Guruji Marg, Mahalaxmi, Mumbai – 400011
2007-2008 16.07.2008 11.00 a.m. Modern centre, Sane Guruji Marg, Mahalaxmi, Mumbai – 400011
2006-2007 16.07.2007 3.00 p.m. Modern centre, Sane Guruji Marg, Mahalaxmi, Mumbai – 400011

Details of Special Resolutions passed in the last three Annual General Meetings and Extra Ordinary General Meetings:

No. AGM & FY U/S. Particulars

1 73rd AGM - None


2006-07
2 EGM - None
5th April, 2007.
3 EGM 94,16 and 31 Sub-division of eq. shares of Rs.10/- each into 5 eq.
15th Jan, 2008 shares of Rs.2/- each and consequential alterations in
the MoA & AoA
4 74th AGM 314 Consent to the appointment of Shri Mudit Jatia relative
2007-08 of the directors.
5 EGM 314 Consent to the payment of remuneration
2nd December, to the relative of the Directors.
2008 314 Consent to the revision in the terms & conditions of the
Executive, a relative of the Directors.
6 75th AGM 198,269,309 AND Schedule Re-appointment of Shri Vijay Kumar Jatia as Managing
2008-09 XIII of the Companies Director and approval of his remuneration
Act, 1956
7 Court Convened 391 to 394 of the Approval to the Scheme of Amalgamation of Indian
Meeting 2009-10 Companies Act, 1956 Institute of Jewellery Limited with Modern India Limited

Details of Resolutions passed through Postal Ballot:

No Resolutions were passed through Postal Ballot during the year under review.

VII SUBSIDIARY COMPANIES

The Company has three Subsidiary Companies. The Company has a material non-listed Indian subsidiary whose net
worth (i.e. paid-up capital and free reserves) exceed 20% of the consolidated net worth of the listed holding Company
and its subsidiaries in the immediately preceding accounting year. As such, an independent director of the Company is
being appointed on the Board of Directors of its wholly owned subsidiary – Modern India Property Developers Limited.

Brief of the Company’s Wholly Owned Subsidiary Companies (WOS)/ Subsidiary as on March 31, 2010 are as under:

Name of the WOS/ Subsidiary Date of becoming Country in which


WOS/Subsidiary Incorporated
Foreign Subsidiary:
Modern International (Asia) Limited -
Hongkong (WOS) August 2, 2004 Hong Kong

12 ANNUAL REPORT 2009-10


Indian Subsidiary:
1. Modern India Property Developers Ltd. September 7, 2000 India
[Formerly known as Webhosting &
Solutions (India) Limited] – (WOS)
2. Modern India Free Trade July 4, 2008 India
Warehousing Pvt Ltd

Modern India Realty & Infrastructures Ltd ceased to be the wholly owned subsidiary w.e.f. 8th June, 2009.
There was a Scheme of amalgamation of Indian Institute of Jewellery Limited with Modern India Limited. The same has
been sanctioned by the Hon’ble Bombay High Court on 7th May, 2010. The Appointed date is 1st July, 2009 and the
Effective date is 3rd June, 2010.
Subsidiary Monitoring Framework
All the Subsidiary Companies are Board managed with their Boards having the rights and obligations to manage such
companies in the best interest of their stakeholders. As a majority Shareholder, the Company monitors the performance
of such Companies, inter alia, by the following means:
a) All minutes of the meetings of subsidiary companies are placed before the Company’s Board regularly;
b) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies
has been placed before the Company’s Board.
VIII DISCLOSURES
a) All related party transactions have been entered into in the ordinary course of business and were placed periodically
before the Audit Committee in summary form. There were no material individual transactions with related parties which
were not in the normal course of business required to be placed before the Audit Committee and that may have potential
conflict with the interest of the Company at large. All individual transactions with related parties of others were on an arm’s
length basis.
b) All Accounting Standards mandatorily required have been followed in preparation of financial statements and no
deviation has been made in following the same.
c) Risk assessment and its minimization procedures have been laid down by the Company and the same have been
informed to the Directors on the Board. These procedures are periodically reviewed to ensure that executive
management controls risks through means of a properly defined framework.
d) No money was raised by the Company through public issue, rights issue, preferential issues, etc. in the previous financial
year and hence provisions contained in this behalf in Clause 49 of the Listing Agreement are not applicable for
Compliance by the Company
e) i) All pecuniary relationship or transactions of the non-executive Directors vis-à-vis the Company have been disclosed
in item IV of this report;
ii) The Company has only one Managing Director on the Board whose appointment and remuneration has been fixed
by the Board on the recommendation of the Remuneration Committee duly approved by the members. The
remuneration paid was as follows:
Managing Director’s Remuneration (in Rs.)
i) Salary 21,00,000
ii) Contribution to Provident Fund 2,52,000
iii) Perquisites 10,61,656
iv) Commission 68,03,622
(iii) The service of the Managing Director is on contractual basis for a period of three (3) years upto 31.07.2012. The
service contract provides for notice period for six months from either side . He is relative of Smt. Gauri Jatia, Directress
of the Company.
f) Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on
matters as required under the provisions of clause 49 of the Listing Agreement with the Stock Exchange.

13 ANNUAL REPORT 2009-10


g) There is no material financial and commercial transactions by Senior Management as defined in Clause 49 of the Listing
Agreement where they have personal interest that may have a potential conflict with the interests of the Company at
large requiring disclosure by them to the Board of Directors of the Company.
h) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on
any matter related to Capital Markets during the last three years except that show cause notice (the SCN) has been issued
for non-compliance with clause 40A of the Listing Agreement for not reducing the Promoters’ holding to 75% or less. The
same show cause notice has been suitably replied. No further Communication has been received so far. However, on
amendment of the Securities Contracts (Regulation) Act, 1956 providing for dilution of 5% every year, the said SCN may
not be operative under the changed law.
IX DISCLOSURE TO SHAREHOLDERS REGARDING APPOINTMENT OR RE-APPOINTMENT OF THE DIRECTORS
Shri Pradip Kumar Bubna and Shri. Rajas R. Doshi retire by rotation and have offered themselves for re-appointment.
Details of directors seeking appointment/re-appointment as Rotational Director at the ensuing Annual General
Meeting fixed on Friday, the 30th July, 2010.

Name of Director Shri Pradip Kumar Bubna Shri Rajas Doshi

Date of Birth 13.05.1958 01.09.1951

Date of Appointment 29.04. 2002 25.01.2002

Qualifications B.Com B.E (Civil)

Expertise in specific functional area Businessman Industrialist

List of Other Directorships held excluding · Shree Rani Sati Investment · The Indian Hume Pipe Co Ltd.
foreign companies, Companies under & Finance Limited · IHP Finvest Ltd
sec 25 of the Companies Act, 1956 & · Modern India Realty & · Hindustan Construction Co Ltd.
Private Companies Infrastructures Limited

Chairman/Member of the committees none Member : Shareholders


of the Board of other Companies /Investors’ Grievances Committee
in which he/she is a Director – Indian Hume Pipe Co. Ltd.
Member: Shareholders
/Investors’ Grievances Committee-
Hindustan Construction Co.Ltd
Member : Audit Committee-
Hindustan Construction Co.Ltd.
Company’s Shares held 1230 Nil

X MEANS OF COMMUNICATION
a) Quarterly and Half Yearly Results: Quarterly and Half Yearly results were published in ‘Economic Times’ and/or
‘Maharashtra Times’ and/or ‘Free Press Journal’ and/or ‘Navshakti’.
b) News Release, Presentation, etc: Official news releases, detailed presentations made to media, analysts, institutional
investors, if any, are displayed on the Company’s website www.modernindia.co.in.
c) Web-site: The Company’s website www.modernindia.co.in contains a separate section on “Investor Relations’ where
shareholders information is available. Full Annual Report is also available on the website in a user friendly and
downloadable form.
d) Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements,
Directors’ Report, Auditors’ Report and other important information is circulated to the members and others entitled
thereto.
e) SEBI EDIFAR: Annual Report, Quarterly Results, Shareholding Pattern, etc. of the Company were also posted on the
SEBI EDIFAR website www.sebiedifar.nic.in. However, the same has been discontinued, now, by the concerned authority
from 2010-11.

14 ANNUAL REPORT 2009-10


XI CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT
The Board at its meeting held on 15 th January, 2009 adopted the revised Code of Business Conduct and Ethics for
Directors and Senior Management (‘the Code’). The Code is a comprehensive Code applicable to all Directors, Executive
as well as Non-Executive and also to the members of Senior Management. The Code while laying down, in detail, the
standards of business conduct, ethics and governance, centers on the following theme –“The Company’s Board of
Directors and Senior Management are responsible for and are committed to setting the standards of conduct contained
in the Code and for updating these standard, as appropriate, to ensure their continuing relevance, effectiveness and
responsiveness to the needs of local and international investors and all other stakeholders as also to reflect corporate,
legal and regulatory developments. The Code should be adhered to in letter and in spirit.”
A copy of the Code has been put on the Company’s website www.modernindia.co.in. The Code has been circulated to all
the members of the Board and Senior Management and the compliance of the same has been affirmed by them.
A declaration signed by the Chairman & Managing Director has been given below:
I hereby confirm that:
The Company has obtained from all the members of the Board and Senior Management, affirmation that they have
complied with the Code of Business Conduct and Ethics for Directors and Senior Management in respect of the financial
year 2009-10.
Vijay Kumar Jatia
Chairman & Managing Director
XII GENERAL SHAREHOLDER INFORMATION
AGM: Date, time and venue Friday, the 30th July, 2010 at 3.00 p.m. at the Registered Office of the
Company at Modern Centre, Sane Guruji Marg, Mahalaxmi, Mumbai -
400 011.
Financial Calendar (Tentative) Unaudited Financial Results for quarter ending 30th June, 2010
On or before 14th August, 2010
Unaudited Financial Results for quarter ending 30th September, 2010
On or before 14th November, 2010
Unaudited Financial Results for quarter ending 31st December, 2010
On or before 14th February, 2011
Results for the year ending 31 st March, 2011
Unaudited Financial Results – on or before 15th May, 2011
OR
Audited Financial Results - on or before 30th May, 2011
Date of Book closure Tuesday, 20th July, 2010 to Friday, 30th July, 2010 (Both days inclusive),
for payment of dividend and 76 th Annual General Meeting.
Dividend Payment Date After 30.07.2010.
Listing on Stock Exchanges The Bombay Stock Exchange Limited, Mumbai.
The Company has paid the Listing Fees for the year 2010-11 to the
Exchange.
Stock Code BSE- 503015
Demat ISIN No for NSDL & CDSL INE251D01023
Registrar & Share Transfer Agents Satellite Corporate Services Pvt. Ltd.
B-302, Sony Apartment, Off. Andheri-Kurla Road,
Jarimari, Sakinaka, Mumbai 400 072
Tel. No. +91-22-28520461

15 ANNUAL REPORT 2009-10


Share Transfer System:
All the applications for transfer of shares in physical form are first processed by the Company’s Share Transfer Agents M/s
Satellite Corporate Services Pvt. Ltd. Thereafter the same are approved by the Managing Director/Company Secretary.
Thereafter the duly approved transfers are registered and the relevant certificates are returned to the Transferees within the
stipulated period. The dematerialized shares are transferred/ transmitted through NSDL and CDSL, the Depositories.
A summary of transfer/transmission of shares of the Company so approved by the Managing Director/Company Secretary is
placed at every Board Meeting. The Company obtains from a Company Secretary – in - Practice half-yearly certificate of
compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchange
and files a copy of the said certificate with the Stock Exchange.
Stock Market Data :
Months Low (Rs) High (Rs) Monthly Average Monthly Average
Share Price BSE Sensitive Index
(30 Scrips)
April, 2009 135.00 164.00 149.50 10911.20
May, 2009 122.00 179.80 150.90 13046.14
June, 2009 131.05 163.90 147.48 14782.47
July, 2009 116.10 154.90 135.50 14635.19
August, 2009 110.00 152.70 131.35 15414.67
September, 2009 115.00 177.15 146.08 16338.45
October, 2009 160.20 248.00 204.10 16825.66
November, 2009 146.00 183.00 164.50 16684.29
December, 2009 162.00 210.00 186.00 17090.31
January, 2010 142.50 190.10 166.30 17260.41
February, 2010 125.20 174.85 150.03 16183.81
March, 2010 122.50 175.00 148.75 17302.72
Source: BSE website
The nominal and paid-up value of Equity Shares is Rs.2/- each
20000
BSE SENSEX

15000
10000
5000
0
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
09 09 09 09 09 09 09 09 09 10 10 10
16 ANNUAL REPORT 2009-10
Shareholding Pattern by size
Sr. Shareholding of Number of Face Value Amount in
No. Nominal Value Shareholders Percentage Amount in Percentage
Rs. Rs.

1 Up to 2500 3219 90.830 1719618 2.290


2 2501 to 5000 173 4.881 630782 0.840
3 5001 to 10000 75 2.116 490196 0.653
4 10001 to 20000 34 0.959 464048 0.618
5 20001 to 30000 9 0.254 222644 0.297
6 30001 to 40000 5 0.141 182754 0.243
7 40001 to 50000 2 0.056 92384 0.123
8 50001 to 100000 6 0.169 420054 0.559
9 100001 and above. 21 0.593 70863020 94.376
TOTAL 3544 100.00 75085500 100.00

Share Ownership Pattern

Category No of Shares Percentage of


held Shareholding

A Promoters’ holding
a Indian Promoters 2348443 6.26
b Foreign Promoters 0 0
c Persons acting in concert 29994732 79.89
Sub-Total 32343175 86.15
B Non-Promoters’ Holding
Institutional Investors
a Mutual Funds and UTI 0 0
b Banks, Financial Institutions, Insurance Companies 1979216 5.27
c FIIs 20003 0.05
Sub-Total 1999219 5.32
C Others
a Private Corporate Bodies 914282 2.44
b Indian Public 1997477 5.32
c NRIs/OCBs 288597 0.77
D Any other (Foreign nationals) - -
Sub-Total 3200356 8.53
Grand Total 37542750 100.00

Minimum Public Shareholding


The Company had received a letter from The Bombay Stock Exchange Limited inviting attention of the Company to its
circular no: SEBI/CFD/DIL/LA/2006/13/4 dated April 13, 2007 to comply with the Clause 40A of the Listing Agreement
whereby Listed Company (like ours) is required to maintain minimum Public Shareholding not less than 25% of the total
number of issued Shares. The Promoters could dilute their holding to 86.15% till 31st March, 2010 from the then 86.43% as
on 31st March, 2009.

17 ANNUAL REPORT 2009-10


The Promoters would continue to dilute their holding up to 75% of the total equity capital.
Dematerialization of shares and liquidity:
As on 31.03.2010, 3,61,44,355 Equity Shares of the Company had been dematerialized, which represent 96.28% of the Paid
up Capital of the Company.
Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity.
There are no GDRs/ ADRs / Warrants or any Convertible instruments outstanding as on 31 st March 2010.
Address for correspondence:
Registered Office: Registrar & Share Transfer Agents:
Modern Centre, Satellite Corporate Services Pvt. Ltd.
Sane Guruji Marg, B-302, Sony Apartment,
Mahalaxmi, Jarimari, Sakinaka,
Mumbai 400011 Mumbai 400 072
Ph. Nos.67444200 Ph. Nos.28520462
Fax Nos.23075787/23004230
XIII OTHER INFORMATION
CEO/CFO Certfication
Pursuant to the provisions of sub-clause V of Clause 49 of the Listing Agreement with the Stock Exchange, the Managing
Director (CEO) and the Financial Controller (CFO) have issued a certificate to the Board of Directors, for the year ended
31st March, 2010
XIV NON MANDATORY REQUIREMENTS
· The Board
Since your Company has Executive Chairman he is entitled to a salary which is approved by the Remuneration
committee.
Regarding the provision that Independent Directors may have a tenure not exceeding nine years the Board is thinking
over the same. The Company does ensure that every member has the requisite qualification to be on the Board and
proves to be an asset to the Organization.
· Remuneration Committee
The Company has a remuneration Committee in place comprising of three Non–Executive Independent Directors.
· Shareholders Right
An annual declaration of financial performance is sent to all the Shareholders. Quarterly results are also published in the
newspapers. Shareholder’s approval is sought whenever it is required as per the provisions of the Companies Act, 1956.
· Audit Qualification
The Company is moving towards the regime of Unqualified Financial Statements.
· Training of Board Members
The Board comprises of very senior and experienced members who are very well versed with their duties and discharge
them effectively.
· Mechanism for evaluating Non-Executive Board Members.
While proposing re-election of the Non-Executive Directors, their contributions are always taken into consideration.
· Whistle Blower Policy
The Company does not have any such policy in place as of now but, the same may be introduced in future at the right
time when considered appropriate.
XV COMPLIANCE CERTIFICATE
Compliance Certificate for Corporate Governance from the Auditors of the Company is given as Annexure to this Report

18 ANNUAL REPORT 2009-10


Annexure

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Shareholders,
Modern India Limited,
Mumbai.

We have examined the compliance of conditions of Corporate Governance by Modern India Limited for the year ended 31st
March 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion in the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement except
as stated in Clause 49 (III) (i), wherein the company has not appointed one of its independent Directors on the board of Modern
India Property Developers Limited, its wholly owned material non-listed Indian subsidiary of the company.

We state that as per the records maintained by the company, there are no investor grievances remaining unattended/pending
for more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which management has conducted the affairs of the Company.

For K.S. Aiyar & Co.


Chartered Accountants
Firm Registration No. 100186W

SATISH KELKAR
Mumbai, dated: 18th June, 2010 Partner
(M. NO. 38934)

19 ANNUAL REPORT 2009-10


AUDITOR’S REPORT
To the Members of
Modern India Ltd.
1. We have audited the attached Balance Sheet of Modern India Limited (“the Company”), as at 31st March, 2010, and also
the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) order, 2003 as amended by the Companies (Auditor’s Report) (Amend-
ment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the
Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our
examination of those books;
(iii) The Balance sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with
the books of account;
(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply
with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.
(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the
Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2010 from
being appointed as a director, in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;
(vi) As mentioned in Note No. 2 – (v) & (vi) of Schedule 18 , Notes to Accounts, the company has received during the year
two demands raised by the Municipal Corporation of Greater Mumbai (MCGM) for property taxes & Penalty for
regularization of change of user in its existing premises amounting to Rs. 550.42 lacs and Rs. 598.88 lacs
respectively. The company has not accepted these demands and has filed a complaint with the appropriate authority
in the first case and is awaiting the details of computation in other case .In the meanwhile, no provision has been
made against these demands in the view of the uncertainty involved in terms of final settlement, the ultimate impact
of which on the financial statements is presently unascertained.
(vii) Subject to (vi) above, in our opinion and to the best of our information and according to the explanations given to
us, the said accounts, give the information required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010;
(b) in the case of the Profit and Loss account, of the profit for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For K.S. Aiyar & Co.


Chartered Accountants
Firm Registration No. 100186W

SATISH KELKAR
Mumbai, dated: 18th June, 2010 Partner
(M. NO. 38934)

20 ANNUAL REPORT 2009-10


Annexure to Auditors’ Report
(Referred to in paragraph 4 of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation
of fixed assets.
(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our
opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its
assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanation given to us, we are of the opinion that the disposals of the fixed
assets made during the year were not substantial so as to affect the going concern status of the company.
(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of
verification is reasonable.
(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate
in relation to the size of the company and the nature of its business.
(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the physical stocks and the book records were not
material and properly dealt with in the books of account.
(iii) (a) The Company has granted unsecured loans / inter corporate deposits to parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, details of which are as under:
Rs. in lakhs

Number of parties Maximum amount involved Year end balance


Four 6905.00 5312.75

(b) According to the information and explanation given to us, we are of the opinion that the rate of interest and other
terms and conditions of unsecured loans given by the company are not prima facie prejudicial to the interest of
the company.
(c) According to the information and explanation given to us, parties are repaying the principal amounts as
stipulated and have also been regular in the payment of interest where applicable.
(d) According to the information and explanation given to us, we are of the opinion that there are no overdue
amounts more than one lakh rupees in case of principal and interest.
(e) The Company has not taken unsecured loans / inter corporate deposits from parties covered in the Register
maintained under Section 301 of the Companies Act, 1956.
(f) As the Company has not taken any loans taken from the parties covered in the Register maintained under Section
301 of the Companies Act, 1956, Clauses III (f) and III (g) are not applicable.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control
systems commensurate with the size of the Company and the nature of its business, with regard to purchases of
inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major
weaknesses have been noticed in the internal controls.
(v) (a) According to the information and explanations given to us, we are of the opinion that all the transactions that
need to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956 have been
so entered.
(b) According to the information and explanations given to us, we are of the opinion that these transactions have
been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any
deposits from the public to which the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975 apply. No order has been passed by the Company Law Board,
National Law Tribunal or Reserve Bank of India or any other court or any other tribunal.
(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.
(viii) Rules made by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 are not applicable to
the activities of the company.

21 ANNUAL REPORT 2009-10


(ix) (a) According to the records of the Company, the company is generally regular in depositing with appropriate
authorities undisputed statutory dues including provident fund, investor education protection fund, employees’
state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise-duty, cess and other statutory
dues applicable to it. Based on our audit procedures and according to the information and explanations given
to us, there are no arrears of undisputed statutory dues which remained outstanding as at 31st March, 2010 for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and records of the Company, details of disputed
amounts in respect of the sales tax/VAT, income-tax, customs duty, wealth tax, service tax, excise duty and cess
which have not been deposited as on 31st March, 2010 on account of any dispute are as given below:

Name of Nature of Amount Period to which Forum where the


Statute Dues (Rs. in Lacs) the amount relates dispute is pending

Mumbai Municipal Property Taxes 550.42 2008 – 09 & Municipal Commissioner,


Corporation Act 2009 - 10 Mumbai
(MMC Act)

(x) The Company does not have any accumulated losses at the end of the financial year. The company has not incurred
any cash losses during the financial year covered by our audit and in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company
has not defaulted in repayment of dues to any financial institution and banks. The company does not have any
outstanding debentures.
(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted any
loans and advances on the basis of security by way of pledge of shares and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of
clause 4 (xiii) of the Order are not applicable to the company.
(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments.
Accordingly, the provisions of clause 4 (xiv) are not applicable to the Company.
(xv) The company has given a corporate guarantee for loans taken by foreign subsidiary from the bank. However, the terms
and conditions thereof are not prejudicial to the interest of the company.
(xvi) The term loans have been applied for the purpose for which they were raised.
(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the
Company, we report that the no funds raised on short-term basis have been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares during the year to the parties and companies
covered in the Register maintained under section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures during the financial year.
(xx) The Company has not raised money by public issue during the year.
(xxi) Based on the audit procedures performed and according to the information and explanations given to us, we report
that no fraud on or by the Company has been noticed or reported during the course of our audit.

For K.S. Aiyar & Co.


Chartered Accountants
Firm Registration No. 100186W

SATISH KELKAR
Mumbai, dated: 18th June, 2010 Partner
(M. NO. 38934)

22 ANNUAL REPORT 2009-10


BALANCE SHEET AS AT 31ST MARCH 2010
As at As at
SCHEDULE 31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SOURCES OF FUNDS :
Shareholders’ Funds
Share Capital 1 75,085,930 75,085,930
Reserves & Surplus 2 374,698,282 323,951,036
449,784,212 399,036,966
Loan Funds
Secured Loans 3 511,086,406 740,373,604
Unsecured Loans 4 145,988,644 181,521,944
Deferred Tax Liability (Net)-Note No. 12 11,235,061 11,304,837

TOTAL 1,118,094,323 1,332,237,351

APPLICATION OF FUNDS :
Fixed Assets 5
Gross Block 330,917,107 279,424,180
Less: Depreciation 122,050,675 101,658,436
Net Block 208,866,432 177,765,744
Capital work-in-progress(Including Advances for 2,769,510 2,985,650
Capital Expenditure Rs. Nil) 211,635,942 180,751,394

Investments 6 212,799,118 243,299,118

Current Assets, Loans & Advances


Inventories 7 76,803,265 452,938,989
Sundry Debtors 8 316,707,652 447,084,541
Cash & Bank Balances 9 24,964,597 22,292,925
Loans and Advances 10 682,796,638 787,717,292
1,101,272,152 1,710,033,747
Less: Current Liabilities & Provisions
Current Liabilities 11 310,918,607 736,298,203
Provisions 12 96,694,282 65,548,705
407,612,889 801,846,908
Net Current Assets 693,659,263 908,186,839
Significant Accounting Policies and TOTAL 1,118,094,323 1,332,237,351
Notes to the Accounts 18

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

23 ANNUAL REPORT 2009-10


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010
Year Ended Year Ended
SCHEDULE 31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

INCOME :
Income from Operations 13 2,376,704,531 2,069,607,397
Other Income 14 46,712,052 43,211,738
TOTAL 2,423,416,583 2,112,819,135
EXPENDITURE :
Purchase of Goods for Resale 1,728,184,194 2,216,315,436
Real Estate Business - Purchases 0 6,787,800
Administrative & Other Expenses 15 96,215,799 80,756,155
Finance Charges 16 2,795,402 41,176,913
Decrease / (Increase) in Stock 17 386,965,221 (330,950,619)
Depreciation 15,422,680 10,126,809
2,229,583,296 2,024,212,494
Profit for the year before Taxation 193,833,287 88,606,641
Less: Goodwill of IIJL on amalgamation (Note No. 8 - d) 14,265,834 -
179,567,453 88,606,641
Provision for Taxation
Current Income Tax 58,000,000 21,100,000
Wealth Tax 580,000 739,000
Fringe Benefit Tax 58,580,000 325,000
Deferred Tax - Note No. 12 (69,776) 1,402,974
121,057,229 65,039,667
Tax Provision in respect of earlier years written back 251,256 (1,605,040)
Profit for the Year after Tax 121,308,485 63,434,627
Balance Brought Forward 288,749,420 252,034,363
Less: Debit Balance in Profit & Loss Account of IIJL
on Amalgamation (Note No. 8 - b) (53,049,987) 235,699,433 -
Amount Available for Appropriations 357,007,918 315,468,990
Appropriations:
(1) Proposed Dividend 15,017,100 18,771,375
(2) Tax on Distributed Profits 2,494,152 3,190,195
(3) General Reserve 9,098,000 4,758,000
Balance carried to Balance Sheet 330,398,666 288,749,420
EARNINGS PER SHARE - Before Exceptional Items (Face Value Rs.2) 3.23 1.69
EARNINGS PER SHARE - BASIC & DILUTED (Face Value Rs.2) 3.23 1.69
Significant Accounting Policies and
Notes to the Accounts 18

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

24 ANNUAL REPORT 2009-10


SCHEDULES FORMING PART OF THE BALANCE SHEET
As at As at
31st March, 31st March,
2010 2009
(Rs.) (Rs.)
SCHEDULE - 1
SHARE CAPITAL :
AUTHORISED :
12,45,00,000 Equity shares of Rs. 2/- each. (Note No. 8 - c) 249,000,000 199,000,000
(Previous Year 9,95,00,000 Equity Shares of Rs. 2/- each)
10,000 Preference shares of Rs.100/- each. 1,000,000 1,000,000
250,000,000 200,000,000
ISSUED :
3,75,47,000 Equity shares of Rs. 2/- each. 75,094,000 75,094,000
SUBSCRIBED AND PAID UP :
3,75,42,750 Equity shares of Rs. 2/- each fully paid up. 75,085,500 75,085,500
Add: Forfeited Equity Shares
[Amount Paid - up] 430 430

TOTAL 75,085,930 75,085,930


Notes:
1 During the Year ended 31.03.2008, one Equity Share of Rs. 10/- each was sub-divided into 5 Equity Shares of Rs. 2/- each.
2 Out of the above Subscribed and Paid up Equity Shares:
(i) 3,12,500 Equity Shares of Rs. 2/- each have been allotted as fully paid-up for consideration other than cash pursuant
to a contract.
(ii) 14,38,025 Equity Shares of Rs. 2/- each have been allotted as fully paid-up by way of Bonus Shares by capitalization
of Securities Premium Account and General Reserve.
(iii) 17,83,125 Equity Shares of Rs. 2/- each fully paid up have been allotted pursuant to the scheme of Amalgamation of
Sundatta Foods & Fibres Limited with the Company.
SCHEDULE - 2
RESERVES AND SURPLUS :
Capital Redemption Reserve
As per last Balance Sheet 891,050 891,050
Capital Reserve
As per last Balance Sheet 23,876,566 24,609,466
Less: Amount Transferred during the year - 23,876,566 (732,900)
23,876,566
General Reserve
As per last Balance Sheet 10,434,000 5,676,000
Amount Transferred during the year 9,098,000 4,758,000
19,532,000 10,434,000
Foreign Currency Translation Reserve
As per last Balance Sheet - - (3,667,750)
Add: Deductions during the Year - - 3,667,750

Profit & Loss Account 330,398,666 288,749,420


TOTAL 374,698,282 323,951,036
SCHEDULE - 3
SECURED LOANS: (Note No. 3)
From Banks:
Term Loans 464,873,156 642,565,306
Working Capital Borrowings 42,976,349 96,365,567
Car Finance Loans 3,236,901 729,849
511,086,406 739,660,722
From Others - 712,882
(Amounts due within one Year Rs. 18,08,48,186/-,
Previous Year Rs.18,20,54,728/-) 511,086,406 740,373,604

25 ANNUAL REPORT 2009-10


As at As at
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 4
UNSECURED LOANS :
(1) Deposits 103,488,644 171,521,944
(2) Short Term Loans from Limited Companies 42,500,000 10,000,000
TOTAL 145,988,644 181,521,944

SCHEDULE - 5
FIXED ASSETS

GROSS BLOCK- AT COST DEPRECIATION NET BLOCK


DESCRIPTION As At Additions Deductions As At Upto Additions For the Deductions Upto As At As At
01.04.2009 On Amalga- 31.03.10 31.03.2009 On Amalga- Year 31.03.10 31.03.10 31.03.2009
mation (*) mation (*)
(RS.) (RS.) (RS.) (RS.) (RS.) (RS.) (RS.) (RS.) (RS.) (RS.) (RS.) (RS.)

LAND - FREEHOLD 230,114 - - - 230,114 - - - - - 230,114 230,114

LAND - LEASEHOLD (Note No-7) 7,347,322 - - - 7,347,322 - - - - - 7,347,322 7,347,322

TRADE MARK - 781,867 - - 781,867 - - 260,622 - 260,622 521,245 -


BUILDINGS 197,243,697 3,184,104 - - 200,427,801 53,956,232 488,256 5,093,809 - 59,538,297 140,889,504 143,287,465

PLANT & MACHINERY 45,511,205 37,240,428 2,782,659 - 85,534,292 30,368,982 3,641,671 6,278,024 - 40,288,677 45,245,615 15,142,223

FURNITURE & FITTINGS 23,160,975 2,989,550 15,659 - 26,166,184 14,582,599 1,667,279 1,810,760 - 18,060,638 8,105,546 8,578,376
VEHICLES 5,930,867 - 6,382,190 1,883,530 10,429,527 2,750,623 - 1,979,465 827,647 3,902,441 6,527,086 3,180,244

TOTAL 279,424,180 44,195,949 9,180,508 1,883,530 330,917,107 101,658,436 5,797,206 15,422,680 827,647 122,050,675 208,866,432 177,765,744

PREVIOUS YEAR 259,948,197 - 20,218,858 742,875 279,424,180 92,219,251 0 10,126,809 687,624 101,658,436 177,765,744

Note:
(*) Additions on Amalgamation represent the Cost and Accumulated Depreciation of Fixed Assets of erstwhile 'Indian Institute of
Jewellery Ltd' which has been amalgamated with the Company vide Hon'ble Bombay High Court's Order Dated 07.05.2010

As at As at
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 6
INVESTMENTS : Other Investments
A. LONG TERM : At Cost (Unquoted)
a. In Subsidiary Companies - Fully Paid Up
(i) 1,50,00,000 Equity Shares of Rs. 10/- each in
Modern India Property Developers Ltd.
(Previous Year 1,50,00,000 Equity Shares of
Rs. 10/- each)- Note No.9 150,000,000 150,000,000
(ii) 99,94,000 Equity Shares of Modern
International (Asia) Ltd. of HKD 1 each.
(Previous Year 99,94,000 Equity Shares of HKD 1 each.) 55,389,100 55,389,100
(iii) Nil Equity Shares of Indian Institute of Jewellery Ltd.
of Rs. 10/- each. - 30,000,000
(Previous Year 30,00,000 Equity Shares of Rs. 10/- each)
Note No. 8

26 ANNUAL REPORT 2009-10


As at As at
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

(iv) Nil Equity Shares of Modern India Realty &

Infrastructure Ltd. of

Rs. 10/- each. (Previous Year 50,000 Equity Shares

of Rs.10/- each) - 500,000

(v) 25,500 Equity Shares of Modern India Free Trade

Warehousing Private Ltd. of

Rs. 10/- each.(Previous Year 25,500 Equity shares

of Rs.10/- each) - Note No. 10 255,000 255,000

b Others - Fully Paid Up:

(i) 2,50,000 Equity Shares of Modern Derivatives &

Commodities Private Limited of Rs. 10/- each.

(Previous Year 2,50,000 Equity Shares of Rs. 10/- each) 2,500,000 2,500,000

(ii) 20,000 Equity Shares of The Shamrao Vithal Co-op Bank Ltd 500,000 500,000

of Rs. 25/- each. (Previous Year 20,000 Equity

Shares of Rs.25/- each)

TOTAL 208,644,100 239,144,100

B. LONG TERM : At Cost (Quoted)

IN FULLY PAID EQUITY SHARES (of Rs. 10/- each)

No. of Shares No. of Shares

As at As at

31.03.2010 31.03.2009

Siyaram Silk Mills Ltd 14,582 14,582 4,155,018 4,155,018

4,155,018 4,155,018

Total of Long Term investments 212,799,118 243,299,118

Total of Investments TOTAL 212,799,118 243,299,118

Aggregate of Quoted Investments 4,155,018 4,155,018

Aggregate of Unquoted Investments 208,644,100 239,144,100

212,799,118 243,299,118

Market Value of Quoted Investments 2,369,575 778,679

27 ANNUAL REPORT 2009-10


As at As at
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

ISCHEDULE - 7
INVENTORIES :
(As Technically Certified by the management)
Stores - At the lower of Cost & Net Realizable Value 1,135,365 -
Trading Goods - At the lower of Cost and Net Realisable Value 8,022,550 334,782,932
Real Estate Business:
(a) Land and Structures - At Book Value 42,487,350 41,522,447
(b) Unsold Flats - At the lower of Cost and 25,158,000 76,633,610
Net Realisable Value
67,645,350 118,156,057
TOTAL 76,803,265 452,938,989

SCHEDULE - 8
SUNDRY DEBTORS (Unsecured) :
Debts Outstanding for a period exceeding Six months
Considered Good 1,054,257 -
Considered Doubtful - -
1,054,257
Other Debts
Considered Good 315,653,395 447,084,541
TOTAL 316,707,652 447,084,541

SCHEDULE - 9
CASH AND BANK BALANCES :
Cash on hand 470,753 781,301
Balances with Scheduled Banks
In Current Accounts 5,303,844 2,371,624
In Deposit Accounts 19,190,000 19,140,000
24,493,844 21,511,624
TOTAL 24,964,597 22,292,925

28 ANNUAL REPORT 2009-10


As at As at
31st March, 31st March,
2010 2009
(Rs.) (Rs.)

SCHEDULE - 10
LOANS AND ADVANCES :
(Unsecured Considered Good)
Advances Recoverable in Cash or
in kind or for value to be received 59,277,057 62,933,115
Loans to Limited Companies 31,400,000 168,000,000
Loans to Subsidiary Companies - Note No. 9 & 10 499,875,000 437,430,685
Minimum Alternate Tax Credit Entitlement - Note No. 1 (J) - d - 8,435,000
Income Tax payments including Tax Deducted at Source 86,440,292 104,851,182
Sundry Deposits 5,804,289 6,067,310
TOTAL 682,796,638 787,717,292

SCHEDULE - 11
CURRENT LIABILITIES
Acceptances (Note No. 3) 248,491,579 248,546,205
Sundry Creditors 24,615,570 475,891,876
Advances Received 15,599,223 4,629,011
Interest Accrued but not due on Loan 44,121 750,822
Investors Education and Protection Fund (Refer Note Below)
- Unclaimed Dividend 1,259,032 1,373,245
Other Liabilities 20,909,082 5,107,044
TOTAL 310,918,607 736,298,203

SCHEDULE - 12
PROVISIONS
Proposed Dividend 15,017,100 18,771,375
Tax on Distributed Profits 2,494,152 3,190,195
For Taxation Note No. 1 (J) (d) 75,986,030 41,466,135
For Retirement Benefits 3,197,000 2,121,000
TOTAL 96,694,282 65,548,705

Note: There is no amount due and outstanding as at Balance Sheet date to be credited to Investors Education and Protection
Fund.

29 ANNUAL REPORT 2009-10


SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT
Year Ended Year Ended
31st March, 31st March,
2010 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 13
INCOME FROM OPERATIONS
SALES:
(i) Traded Goods
- Export Sales - 76,530,908
- Local Sales 2,073,705,898 2,073,705,898 1,857,715,979
(ii) Real Estate Business 203,200,000 7,290,000
2,276,905,898 1,941,536,887
Income from Business Centre 72,729,241 93,678,206
[Tax Deducted at source Rs. 1,21,44,166/-, (Previous Year Rs. 2,09,34,697/-)].
Vocational Trainning Fees 4,629,443 -
[Tax Deducted at source Rs. 26,751/-].
Share of Profit from Joint Venture 17,463,060 30,312,304
Income from Real Estate Business [Tax Deducted at Source 4,976,889 4,080,000
Rs. 3,71,036/- (Previous Year Rs. 5,39,564/-)]
TOTAL 2,376,704,531 2,069,607,397

SCHEDULE - 14
OTHER INCOME
Rent [Tax Deducted at source Rs. 60,03,449/- 39,785,013 32,797,629
(Previous Year Rs. 81,92,691/-)]
Miscellaneous Income 6,644,129 6,463,558
[Tax Deducted at source Rs. 15,32,753/-
(Previous Year Rs. 7,65,311/-)]
Dividend on Long Term Investments 72,910 72,910
Provision no longer required Written Back 210,000 3,877,641
TOTAL 46,712,052 43,211,738

SCHEDULE - 15
ADMINISTRATIVE AND OTHER EXPENSES :
Stores Consumed 258,363 -
Power & Fuel 1,863,509 988,848
Water Charges 503,267 190,975
Repairs to:
Machinery 846,661 412,206
Buildings 2,216,464 16,889
Others 2,725,123 287,286
5,788,248 716,381
Payment to and Provision for Employees
Salaries and Wages 26,678,316 15,561,987
Contribution to Provident and Other Funds 1,279,147 1,212,113
Gratuities 909,794 436,919
Welfare Expenses 1,088,821 727,464
29,956,078 17,938,483
Travelling & Conveyance 3,773,643 2,542,742
Legal and Professional Charges 11,896,537 8,452,682
Donation 51,000 11,000

30 ANNUAL REPORT 2009-10


Year Ended Year Ended
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

Real Estate Business Expenses 1,944,690 1,493,590


Directors Sitting Fees 295,000 235,000
Rent 106,632 28,447
Rates and Taxes 16,775,299 15,643,736
Insurance 6,461,590 6,460,273
Bad Debts Written Off - 2,065,539
Loss on Sale of Long Term Investments - 14,285,750
Loss on Sale of Fixed Assets 300,328 3,580
Auditors’ Remuneration:
- Audit Fees 358,475 330,900
- Tax Audit Fees 44,120 44,120
- In Other Capacity & out of pocket expenses 181,445 210,732
584,040 585,752
Brokerage 2,871,925 85,118
Advertisement Expenses 3,011,799 778,098
Miscellaneous Expenses 9,773,851 8,250,161
TOTAL 96,215,799 80,756,155

SCHEDULE - 16
FINANCE CHARGES:
(i) Interest on Fixed Loans 71,903,726 61,744,628
(ii) Other Interest 12,402,510 43,772,382
84,306,236 105,517,010
Less: Interest - Gross (Note No. 5)
[Tax Deducted at source Rs. 1,65.56,988/-
(Previous Year Rs. 1,43,41,189/-)] 81,510,834 64,340,097
TOTAL 2,795,402 41,176,913

SCHEDULE - 17
INCREASE / (DECREASE) IN STOCK :
Opening Stock
Trading Goods 334,782,932 3,832,313
Add: Stock of IIJL on Amalgalgamation 1,621,785 336,404,717
Real Estate Business:
(a) Land and Structures 41,522,447 41,522,447
(b) Unsold Flats 76,633,610 91,484,376
Add: Renovation Expenses 8,072,347 -
Less: Transferred during the year to Fixed Assets-Buildings - 84,705,957 14,850,766
76,633,610
126,228,404 118,156,057
462,633,121 121,988,370
Closing Stock
Trading Goods 8,022,550 334,782,932
Real Estate Business:
(a) Land and Structures 42,487,350 41,522,447
(b) Unsold Flats 25,158,000 76,633,610
67,645,350 118,156,057
75,667,900 452,938,989
Increase / (Decrease) in Stock TOTAL (386,965,221) 330,950,619

31 ANNUAL REPORT 2009-10


SCHEDULE 18
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
1 SIGNIFICANT ACCOUNTING POLICIES:
(A) BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
(i) The Financial Statements are prepared under the Historical Cost Convention on accrual basis.
(ii) The Financial Statements have been prepared to comply in all material respects with the applicable Mandatory
Accounting Standards.
(B) USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions, which it believes are reasonable under the circumstances that
affect the reported amounts of assets, liabilities and contingent liabilities on the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Differences between actual results and estimates are recognized in the period in which the results are
known / materialized.
(C) FIXED ASSETS:
(i) Fixed Assets are stated at the cost of acquisition including the expenses relating to acquisition, erection,
construction, and interest upto the date of installation / completion of construction of the assets less accumulated
depreciation.
(ii) The value of Leasehold Land is being retained at Cost as possession is not yet received.
(iii) Intangible Assets are stated at Cost of acquisition less accumulated amortization.
(D) DEPRECIATION:
Depreciation is provided at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956 as
under:
(i) on Plant and Machinery acquired upto March 31, 1996 on Straight Line Method.
(ii) on Plant and Machinery acquired on or after April 1, 1996 on Written Down Value Method.
(iii) on Residential Flats, on Straight Line Method.
(iv) on other assets, on Written Down Value Method.
(v) Intangibles are amortized over a period of 3 years.
(E) INVESTMENTS:
Long Term Investments are stated at Cost less diminution other than temporary. Short term investments are stated at
lower of Cost or Net Realizable Value.
(F) INVENTORIES are valued as under:
(i) Trading Goods : At lower of Cost and Net Realizable Value
(ii) Stores : At lower of Cost and Net Realizable Value
Cost is arrived at on FIFO basis and includes costs incurred in bringing the inventories to their present location
and condition.
(iii) Real Estate Business:
(a) Land and Structures : At Book Value
(b) Flats Unsold : At lower of Cost and Net Realizable Value
(G) REVENUE RECOGNITION:
(i) Sales of flats are accounted at contracted rate on handing over the possession. Sales of Traded Goods are
recognized on transfer of significant risk and rewards of ownership which is generally on the dispatch of goods
and are recorded net of VAT.
(ii) Income other than Sales is recognized, wherever applicable, in terms of agreements with concerned parties.
(iii) Interest income is recognized on time proportion basis taking into account the amount outstanding and rate
applicable. Dividend income is recognized when the right to receive dividend is established.
(iv) Income from Vocational Training Fees is recognized on the basis of completed period in respect of each course
/ semester as compared with the total duration of the same.
(H) EMPLOYEE BENEFITS:
(i) Defined Contribution Plan:
Company’s Contribution paid / payable during the year to Provident Fund is charged to Profit & Loss Account,
as and when incurred.

32 ANNUAL REPORT 2009-10


(ii) Defined Benefit Plan:
Retirement Benefit in the form of Gratuity is considered as Defined Benefit Obligation and is provided on the
basis of Actuarial Valuation using the Projected Unit Credit Method as at the date of Balance Sheet.
(iii) Other Long Term Benefits:
Leave Encashment is provided on the basis of Actuarial Valuation using the Projected Unit Credit Method as at
the date of the Balance Sheet.
Actuarial Gain / Losses are immediately recognized in the Profit and Loss Account.
(I) FOREIGN EXCHANGE TRANSACTIONS:
Transactions in Foreign Currency are recorded at the exchange rate prevailing on the date of the transaction.
Exchange differences on monetary items are recognized in the Profit and Loss Account during the year in which they
arise. Balances at the year end are accounted for as under:
(i) Investments in Shares of Foreign Subsidiary Company incorporated outside India are expressed in Indian
Currency at the rates of exchange prevailing at the time when the Investments were made.
(ii)Monetary items in the form of current assets and current liabilities in foreign currency outstanding at the close
of the year, are converted in Indian Currency at the appropriate rates of exchange prevailing on the date of the
Balance Sheet. Resultant gain or loss is recognized in Profit and Loss Account.
(J) TAXATION:
(a) Provision for current Income Tax for the year has been made as per applicable Provisions of the Income Tax Act,
1961.
(b) Provision for Wealth Tax has been made on Tax Payable Method on the basis of estimated Tax Liability as per
the applicable provisions of Wealth Tax Act.
(c) Deferred Tax is recognized subject to the consideration of prudence, on timing differences, being the difference
between taxable profits and book profits that originate in one year and are capable of reversal in one or more
subsequent years, using the tax rates and laws that have been enacted or substantially enacted as of the
Balance Sheet date. Deferred Tax Assets are recognized to the extent there is virtual certainty that these assets
can be realized in future. Net Deferred Tax Liability is arrived after set off of Deferred Tax Assets.
(d) In accordance with the Guidance Note on Accounting for Credit available in respect of MAT under the Income
Tax Act, 1961 issued by the Institute of Chartered Accountants of India, MAT Credit of Rs. 84,35,000/- availed
during the year has been deducted from “Provision for Taxation’.
(K) SEGMENT REPORTING:
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities
of the segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments
on a reasonable basis have been included under “Unallocable / Corporate”.
(L) PROVISIONS & CONTINGENCIES:
A Provision is recognized when there is a present obligation as a result of a past event if it is probable that an outflow
of resources will be required to settle the obligation and in respect of which reliable estimates can be made.
Provisions are not discounted to their present value and are determined based on the best estimate required to settle
the obligation at the year end date. These are reviewed at each year end date and adjusted to reflect the best
current estimate. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are
neither recognized nor disclosed in the financial statements. Contingencies are disclosed after careful evaluation as
per Accounting Standard - 29 issued by The Institute of Chartered Accountants of India.
(M) IMPAIRMENT OF ASSETS:
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable amount. An impairment loss
is charged to the profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss
recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.
2 Contingent Liabilities not provided for:
Current Year Previous Year
(Rs.) (Rs.)
(i) Claims against the Company not Acknowledged as debts. 304,351 250,000
(ii) Estimated amount of Contracts remaining to be executed on - 1,987,584
Capital Account and not provided for (Net of advances given)
(iii) Corporate Guarantees given by the Company to 451,023,300 509,597,400
Indian Overseas Bank, Hong Kong on behalf of Wholly Owned
Subsidiary M/s. Modern International (Asia) Limited.

33 ANNUAL REPORT 2009-10


(iv) Sales Tax Liability in respect of which Appeals are pending. 1,648,781 1,648,781
(v) Property Tax Demand raised by Municipal Corporation of 55,041,736 27,520,868
Greater Mumbai (MCGM).
The Company has disputed and has filed a complaint under
Section 163(2) of The Mumbai Municipal Corporation Act, 1888
since the increase in proposed Ratable Value is illegal and improper.
On the basis of advise received, Management does not envisage any
material liability to arise.
(vi) Demand raised by Municipal Corporation of Greater Mumbai 59,888,300 -
(MCGM) in respect of Premium for open space deficiency and
penalty for regularization of change of user in the existing premises
not accepted by the Company. The Company has asked for details of
working of the same. On receipt of such details, the Company will
contest this demand with appropriate authority.
3 Working Capital borrowings from Banks and Acceptances are secured by hypothecation of stocks of trading goods, book
debts and assignment of Key Man Insurance Policy and are also secured by mortgage of part of Land and Building at
Mahalaxmi, Mumbai. Car Finance Loans from Bank are secured by hypothecation of specific vehicles acquired. Term
Loans from Banks are secured by assignment of rental receivable and also by mortgage of (i) part of Land and Building
at Mahalaxmi, Mumbai and (ii) Residential Flats.
4 There is no Micro and Small Enterprise to whom the Company owes dues, which are outstanding for more than 30 days
as at the Balance Sheet date. Further, the Company has not paid any interest to any Micro and Small Enterprise during
the accounting year, nor is any interest payable to any Micro and Small Enterprise on the Balance Sheet Date. This
information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has
been determined to the extent such parties have been identified on the basis of information available with the Company.
5 Interest consists of interest on loans, deposits and interest on Income Tax Refund, etc.
6 The balances of Sundry Debtors, Loans and Advances and Sundry Creditors are subject to confirmations from some of the
parties.
7 Karnataka Industrial Area Development Board which had originally allotted 20 acres of land for setting up an industrial
unit at Raipur Industrial Area, Dharvad subsequently restricted the same to 6 acres. Against this, the Company had filed
a Writ Petition in Karnataka High Court for the full allotment as per the Original Allotment which has since been dismissed
by the order of single judge bench. The Company has filed an appeal before the full bench to set aside this order which
is pending for disposal. In the meanwhile, the Company has entered into a Memorandum of Understanding with a party
to do all the required formalities in connection with full allotment of the land and eventual disposal of the said land.
8 Amalgamation of Indian Institute of Jewellery Limited with the Company:
(a) Pursuant to the Scheme of Amalgamation (“the Scheme”) of the erstwhile Indian Institute of Jewellery Limited (IIJL),
the Wholly Owned Subsidiary of the Company with the Company sanctioned by the Hon’ble Bombay High Court
vide its Order dated 7th May, 2010, the Undertaking including all the assets and liabilities, duties and obligations of
the erstwhile IIJL were transferred to and vested in the Company with effect from 1st July, 2009 (the appointed date).
The scheme became effective on 3rd June , 2010. The Scheme has accordingly, been given effect to in these
financial statements. Erstwhile IIJL was engaged in Vocational Training in the areas of Jewellery industry.
(b) The Amalgamation has been accounted for under the ‘pooling of interest’ method as prescribed by Accounting
Standard - 14 (AS-14) issued by The Institute of Chartered Accountants of India. Accordingly, the Assets and
Liabilities of erstwhile IIJL as at 1st July, 2009 have been taken over at their respective book values and debit
balance of Profit & Loss Account of erstwhile IIJL as on 01.07.2009 has been reduced from Credit balance of Profit
and Loss Account of the Company.
(c) As provided in the Scheme of Amalgamation referred to in (a) above, 30,00,000 Equity Shares of Rs. 10/- Each of
erstwhile IIJL held by the Company stand cancelled and inter corporate loans or balances between erstwhile IIJL
and the Company have come to an end. Further, Authorized Share Capital of the Company stands increased by Rs.
5,00,00,000/-.
(d) Since erstwhile IIJL has a carried forward Loss of Rs. 5,30,49,987/- as at 30th June, 2009, therefore Goodwill
standing in its books at Rs. 1,42,65,834/- has been written off by debiting the Profit and Loss Account.
(e) In view of the aforesaid amalgamation with effect from 1st July, 2009, the figures for the current year are not
comparable to those of the previous year.

34 ANNUAL REPORT 2009-10


9 The Company has a long term investment of Rs. 1500.00 Lacs in the Shares of Modern India Property Developers
Limited (MIPDL), a Wholly Owned Subsidiary of the Company. Further, loans amounting to Rs. 4405.00 Lacs and other
receivables of Rs. 406.00 Lacs are also recoverable from MIPDL. MIPDL has undertaken the project of setting up IT / ITeS
SEZ at Khopoli. Due to Economic meltdown witnessed and slow down in IT / ITeS sector, activities of this project have
been kept on hold. It has also been decided to explore alternatives in respect of the land acquired by MIPDL. Activities
are expected to commence on revival of IT / ITeS sector. Under the circumstances and on the basis of management’s
perception, the aforesaid investments, loans and other receivables have been considered as fully realizable.
10 The Company has a long term investment of Rs. 2.55 Lacs in the Shares of Modern India Free Trade Warehousing
Private Limited (MIFTWPL), a Subsidiary of the Company. Further, loans amounting to Rs. 593.75 Lacs and other
receivables of Rs. 59.37 Lacs are also recoverable from MIFTWPL. MIFTWPL has planned the project of setting up Free
Trade Warehousing Zone at Panvel. Due to slow down in the logistics and warehousing sector, the project has not taken
off. It is expected that with economic revival the activities of this sector will get boost. In view of the long term and strategic
nature of investment, the management is confident of recovering the aforesaid sums.
11 The Company has filed a claim on 07.05.2010 in respect of monthly outgoing charges on unsold flats paid to Belvedere
Court Condominium ( An Association of Residential Apartment owners) wherein it owns flats. In view of the uncertainties
involved for the settlement of claim, the same will be considered as income only on reconciliation of pending issues.
12 Deferred Tax :
(a) The break up of Net Deferred Tax Asset / (Liabilities) as on 31st March, 2010 is as under:
Deferred Tax Assets As At As At
31.03.2010 31.03.2009
(i) Expenditure under section 43B of the Income Tax Act, 1961 440,165 366,752
(ii) Long Term Capital Loss 14,497 453,200
(iii) Others 735,561 354,176
Total Deferred Tax Assets 1,190,223 1,174,128
Deferred Tax Liabilities
(i) Difference between book and Tax Depreciation 11,740,816 10,378,281
(ii) Capital Gains Tax Liability 684,468 2,100,684
Total Deferred Tax Liability 12,425,284 12,478,965
Net Deferred Tax Assets / (Liabilities) (11,235,061) (11,304,837)
(b) Rs. 69,776/- (Previous Year Rs. 14,02,974/- debited) has been credited to Profit and Loss Account of the Year in
respect of Deferred Tax.
13 Managing Director’s Remuneration: Current Year Previous Year
Rupees Rupees
(i) Salary 2,100,000 2,100,000
(ii) Contribution to Provident Fund 252,000 252,000
(iii) Commission 6,803,622 1,014,594
(iv) Perquisites 1,061,656 1,338,726
10,217,278 4,705,320

Computation of Net Profits in accordance with Section 349 read with Section 198 of the Companies Act, 1956 and
Commission Payable to the Managing Director.
Net Profit for the Year before Taxation 193,833,287 88,606,641
Add:
(i) Managing Directors Remuneration
(Excluding Commission) 3,413,656 3,690,726
(ii) Commission to Managing Director 6,803,622 1,014,594
(iii) Directors Sitting Fees 295,000 235,000
(iv) Depreciation Provided in the Books of Account 15,422,680 10,126,809
(v) Loss on Sale of Long Term Investments - 14,285,750
25,934,958 29,352,879
219,768,245 117,959,520

35 ANNUAL REPORT 2009-10


Less:
(i) Depreciation Under Section 350 of the
Companies Act, 1956 15,422,680 10,126,809
(ii) Profit on Sale of Current Investments - 15,422,680 - 10,126,809
Net Profits as per Section 349 of the Companies Act, 1956 204,345,565 107,832,711
Maximum Remuneration allowable under Schedule XIII of the
Companies Act, 1956 being 5% of Rs.20,43,45,565/- 10,217,278 5,391,636
Remuneration already paid other than Commission as aforesaid 3,413,656 3,690,726
Balance payable as Commission
(Previous year restricted to 1% of Net Profit) 6803622 1,014,594
14 Defined Benefit Plan :
As per Actuarial Valuation as on March 31, 2010 and recognized in the Financial Statements in respect of Employee
Benefit Schemes:
Current Year(Rupees) Previous Year (Rupees)
Gratuity Leave Gratuity Leave
Non-Funded Encashment Non-Funded Encashment
Non-Funded Non-Funded
I. Components of Employer Expenses
(a) Current Service Cost 529,432 328,568 361,738 287,364
(b) Interest Cost 82,274 84,983 49,523 84,160
(c) Employee Contributions 0 0 0 0
(d) Expected Return on Plan Assets 0 0 0 0
(e) Past Service Cost / (Adjustments) 0 (103,340) 0 0
(f) Actuarial (Gain) / Loss 289,342 (100,245) 25,658 (319,512)
(g) Total Expense recognized in the
Profit & Loss Account 901,048 209,966 436,919 52,012
II. Net Liability recognized in the
Balance Sheet as at March 31, 2010
(a) Present Value of Defined Benefit
Obligation as on April 1, 2009 1,042,000 1,079,000 633,000 1,077,000
(b) Fair Value of Plan Assets as at
March 31, 2010 0 0 0 0
(c) Net Liability as at March 31, 2010 1,872,000 1,325,000 1,042,000 1,079,000
III. Change in Defined Benefit Obligation (DBO)
during the Year ended March 31, 2010
(a) Present Value of Defined Benefit
Obligation at the beginning of the year 1,042,000 1,079,000 633,000 1,077,000
(b) Current Service Cost 529,432 328,568 361,738 287,364
(c) Interest Cost 82,274 84,983 49,523 84,160
(d) Curtailment Cost / (Credit) 0 0 0 0
(e) Actuarial (Gain) / Loss 289,342 (100,245) 25,658 (319,512)
(f) Benefits Paid (71,048) (67,306) (27,919) (50,012)
(g) Present Value of Defined Benefit
Obligation at the year end 1,872,000 1,325,000 1,042,000 1,079,000
IV. Change in the Fair Value of Plan Assets
during the year ended March 31, 2010
(a) Plan Assets at the beginning of the year 0 0 0 0
(b) Settlements 0 0 0 0
(c) Expected Return on Plan Assets 0 0 0 0

36 ANNUAL REPORT 2009-10


(d) Actuarial (Gain) / Loss 0 0 0 0

(e) Actual Company Contributions 71,048 67,306 27,919 50,012


(f) Benefits Paid (71,048) (67,306) (27,919) (50,012)
(g) Fair Value of Plan Assets as at March 31, 2010 0 0 0 0
V. Actuarial Assumptions:
(a) Discount Rate(per annum) 8% 8% 8% 8%
(b) Expected Rate of Return on Assets (per annum) 8% 8% 8% 8%
(c) Rate of Increase in Compensation Levels (per annum) 6% 6% 6% 6%
(d) Mortality Table (LIC) 1994-96 (Ult) 1994-96 (Ult) 1994-96 (Ult) 1994-96 (Ult)
Other particulars relating to Management Pension, Post Retirement Medical Benefits and Pension Plan are not applicable
to the Company.
15 Segment Information for the Year ended 31st March, 2010.
Primary Segment reporting - Business Segments
Amount (Rupees)
Particulars Textiles Business Real Estate Trading Unallocated / Total
Centre Corporate
A) Segment Revenue:
External Sales / Income from Operations 90192301 6546840 208176889 2071788501 - 2376704531
123990510 - 11370000 1934246887 - 2069607397
Other Income - 43723 - 584019 46084310 46712052

- - - 2479235 40732503 43211738


Total 90192301 6590563 208176889 2072372520 46084310 2423416583
123990510 - 11370000 1936726122 40732503 2112819135
B) Segment Results:
Profit / (Loss) before Depreciation, Taxes and exceptional items 84861200 (7223837) 145041352 1246540 (14669288) 209255967

116891231 - 2909225 35485137 (56552143) 98733450


Depreciation 3144784 4287968 85347 - 7904581 15422680
3506887 - 79212 - 6540710 10126809
Profit / (Loss) before Taxes and Exceptional items 81716416 (11511805) 144956005 1246540 (22573869) 193833287

113384344 - 2830013 35485137 (63092853) 88606641


C) Other Information:
Segment Assets 94189965 38579919 71858717 274665485 1046413126 1525707212
83498176 - 123847487 748278193 1178460403 2134084259

Segment Liabilities 70191084 4557767 15192485 263224537 722757127 1075923000


80276262 - 72184079 518581010 1064005942 1735047293
Capital Expenditure - 193783 - - 8986725 9180508
- - - - 20218858 20218858

Depreciation 3144784 4287968 85347 - 7904581 15422680


3506887 - 79212 - 6540710 10126809
Non Cash Expenses other than - - - - -
Depreciation - - - - -

Previous Year’s Figures are given in Italics

37 ANNUAL REPORT 2009-10


Notes:
1) The Company has identified Business Segments as primary segments. The Reportable Business Segments are: a)
Business Center - comprising of activities connected with running of Business Centre, b) Vocational Training Institute
- comprising of activities connected with Training for all the facets of Jewellery Industry and Gem Testing Laboratory
etc. c) Trading - Consists of Trading in all Products and d) Real Estate - comprising of Property Development and
carrying on business or activities in real estate business of all types.
2) Items of Revenue, Income and Expenses, Assets and Liabilities (including Borrowings, Provision for Taxation and
Deferred Tax) which are not directly attributable / identifiable / allocable to business segments are shown as
Unallocated / Corporate.
3) Secondary Segment information - Geographical Segments:
(Secondary segment disclosures are reported on the basis of geographical location of customers).
Current Year Previous Year
IndiaRest of the world Total IndiaRest of the world Total
Revenue 2376704531 - 2376704531 1993076489 76530908 2069607397
Capital Expenditure 9180508 - 9180508 20218858 0 20218858
Carrying Amount of Segment Assets 1525707212 - 1525707212 2134084259 0 2134084259
16 Value of Imported and Indigenous Stores and Spare parts consumed:
Current Year Previous Year
Value Percentage Value Percentage
Rupees Rupees
Stores and Spare parts
Indigenous 258,363.00 100% 0 0
Imported - - 0 0
17 Information in respect of Flats :

Class of Goods Unit Opening Improvement/ Sales Closing


Stock Purchases Transfers Stock

Unsold Flats : Nos. 6 - 4 2


* (Transferred to Fixed Assets - Buildings) Nos. 7 - (*) 1 6
Rs. 76,633,610 - 51,475,610 25,158,000
Rs. 91,484,376 - 14,850,766 76,633,610
Rights in Flats Nos. - - - -
Nos. - 2 2 -
Rs. - - - -
Rs. - 6,787,800 7,290,000 -
Total Current Year Rs. 76,633,610 - 51,475,610 25,158,000
Previous Year Rs. 91,484,376 6,787,800 22,140,766 76,633,610

18 Information in respect of Goods Traded :


Class of Goods Unit Opening Purchases Sales Closing
Stock Stock
(a) Cloth Mtrs. - 912795 912795 -
Mtrs. - 459559 459559 -
Rs. - 112525450 114264418 -
Rs. - 67166253 68760780 -
(b) Yarn Kgs. - - - -
Kgs. - 10168 10168 -
Rs. - - - -
Rs. - 10593305 10699252 -

38 ANNUAL REPORT 2009-10


(c) Software / Revo Milling Machine Nos. 48 15 13 50
Nos. 21 49 22 48
Rs. 1140397 1310878 804515 2073962
Rs. 996227 2074742 3699399 1140397
(d) Digital Ultrasonic Cleaner Nos. 725 - - 725
Nos. 778 - 53 725
Rs. 1023700 - - 1023700
Rs. 1098536 - 106294 1023700
(e) Sponge Iron / Sheets / Pipes M.T. 6972.967 49800.370 56773.337 -
M.T. - 79291.164 72318.197 6973
Rs. 326321903 1571180827 1912033768 -
Rs. - 2129503399 1848545082 326321903
(f) Diamonds / Stones Ct. 506.72 6.71 445.59 67.84
Ct. 445.59 64.69 3.56 506.72
Rs. 5287420 1,078,250 3713291 4628120
Rs. 1737550 5,436,670 1888580 5287420
(g) Stationery Items Nos. 1,999 3304114 (*) 3305207 906
*(680 Nos. given as Free Samples / Gifts) Nos. - 2499 500 1999
Rs. 1009512 7492776 8002906 296768
Rs. 1541067 547500 1009512
(h) Poultry Feeds Kgs. - 179150 179150 -
Kgs. - 0 - -
Rs. - 34596013 34887000 -
- - - -
Total Current Year Rs. 334782932 1728184194 2073705898 8022550
Previous Year : Rs. 3832313 2216315436 1934246887 334782932
Note: Previous Years Figures are given in Italics
19 Value of imports calculated on C. I. F. basis by the Company during the financial Year in respect of :-
Current Year Previous Year
Rupees Rupees
(i) Trading Goods 1,114,942 1,960,117
(ii) Capital Goods - -
20 Earnings in Foreign Exchange in respect of :-
F. O. B. Value of Exports - 76,530,908
Export Commission 584,019 257,068
21 Expenditure in Foreign Currency by the Company during the
Financial Year in respect of :- Other Matters 1,290,063 694,371
22 Earning Per Share:
Earning Per Share has been calculated as under:
(a) Profit / (Loss) After Taxation and Exceptional Items 121,308,485 63,434,627
(b) Number of Equity Shares Outstanding (Face Value Rs. 2/-) 37,542,750 37,542,750
(c) Earning per Share (Face Value of Rs. 2/- per share) - (a) / (b) 3.23 1.69
(Basic and diluted)
23 Disclosures as required by the Accounting Standard -18 on “Related Party Disclosure” are given below:
i) Related Parties and Relationships:
A) Where Control Exists: Subsidiaries
(i) Modern India Property Developers Limited.
(ii) Modern International (Asia) Ltd.

39 ANNUAL REPORT 2009-10


(iii) Indian Institute of Jewellery Limited (Amalgamated with the Company effective from 01.07.2009)
(iv) Modern India Realty & Infrastructure Limited (Ceased to be a Subsidiary from 08.06.2009 on account of
disposal of entire Shareholding).
(v) Modern India Free Trade Warehousing Private Limited.
B) Significant Influence :
(i) Shree Rani Sati Investment & Finance Ltd.
(ii) F. Pudumjee Investment Co. Ltd.
(iii) Modern Derivatives & Commodities Pvt. Ltd.
(iv) Alcyone Trading Co. Pvt. Ltd.
(v) Camellia Mercantile Pvt. Ltd.
(vi) Candescent Traders Pvt. Ltd.
(vii) Ignatius trading Co. Pvt. Ltd.
(viii) Sarat Leasing & Finance Ltd.
(ix) Vedant Mercantile Pvt. Ltd.
C) Key Management Personnel & Relatives :
(i) Mr. V. K. Jatia - Chairman & Managing Director.
(ii) Mrs. Gauri Jatia - Director.
(iii) Mr. Vedant Jatia - Executive
(iv) Mr. Mudit Jatia - Executive
D) Joint Venture : Contractual Arrangement
Central Bombay Infotec Park.
Co-Venturers - Eclat Developers Private Limited
Note: In respect of above parties, there is no provision for doubtful debts as on March 31, 2010 and no amount has been
written off or written back during the year in respect of debts due from / to them.
ii) Related Party Transactions:
Nature of Transactions Subsidiaries Significant Joint Key Relatives of Key Total
Influence Venture Management Management
Personnel Personnel
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
1 (a) Loans given 172184315 108824812 281009127
282415685 613585638 896001323
(b) Repayment, etc. out of Loans given 109740000 245424812 355164812
303161058 461785638 764946696
(c) Amount of loans given outstanding at the year end 499875000 31400000 531275000
437430685 168000000 605430685
(d) Repayment out of Loans taken - -
5200000 5200000
2 (a) Interest on Inter Corporate Loans given 62468920 13268316 75737236
52356438 9484677 61841115
(b) Amount of interest outstanding at the year end 60171351 13268316 73439667
52356438 9484677 61841115
3 (a) Subscription / Allotment of Shares - - - -
159996840 - 9915000 169911840
(b) Sale of Shares 500000 500000
1000000 1000000
(c) Rent Received 574929 - 574929
2299716 580000 2879716
(d) Purchase of Fixed Assets - - -
200000 1129053 1329053
4 Amount of Investments outstanding at the year end 205644100 205644100

40 ANNUAL REPORT 2009-10


236144100 236144100
5 Guarantees Given 451023300 451023300
509597400 509597400
6 (a) Deposits Received / (Repaid) - (10000000) (10000000)
- 10000000 10000000
(b) Amount Outstanding at the year end 70000000 70000000
80000000 80000000
7 (a) Share of Profit in the Joint Venture 17463060 17463060
30312304 30312304
(b) Income from Business Centre 72729241 72729241
93678206 93678206
(c) Amount Outstanding at the year end 46148877 46148877
- -
8 Managerial Remuneration 10217278 10217278
4705320 4705320
9 Directors Sitting Fees 20000 20000
25000 25000
10 Salaries 1460520 1460520
704910 704910

Note: Previous Year’s Figures are given in Italics


24 Financial Reporting of interest in Joint Venture as required by AS - 27 is given below:
A) Details pertaining to Jointly Controlled Entity:
i) Name Central Bombay Infotec Park,
ii) Address Modern Centre, Sane Guruji Marg,
Mahalaxmi, Mumbai - 400 011.
iii) Country of Incorporation or residence India
iv) Proportion of ownership of the Company 90%
B) Aggregate amount of Income, Expenses, Assets and Liabilities related to the interest of the Company in aforesaid
Jointly Controlled Entities.
Current Year Previous Year
Rupees Rupees
i) Income for the year ended 31.03.2010
a) Service Charges received / Sales 93391596 142788294
b) Other Income 4500436 2504712
ii) Expenses for the year ended 31.03.2010
a) Service Charges paid / Purchases 63000000 81000000
b) Property maintenance charges 4106826 15238837
c) Legal and Professional charges 897164 822603
d) Other Expenses 2609790 1633574
e) Depreciation 715433 660855
f) Provision for Taxation 9099760 15624833
iii) Assets as at 31.03.2010
a) Fixed Assets 5708060 4871120
b) Deposits, Loans & Advances 100731521 132442265
c) Other Current Assets 39904118 26557726
iv) Liabilities as at 31.03.2010
a) Security Deposits 60705248 98052998
b) Current Liabilities 38366235 12285482
c) Provisions 29809157 24120326

41 ANNUAL REPORT 2009-10


25 Figures of the previous year have been regrouped and rearranged wherever necessary.
26 BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE:
Additional Information as required under part IV of Schedule VI to the Companies Act, 1956 :
Balance Sheet Abstract and Company’s General Business Profile:
(Amount in Thousand Rs.)
I. REGISTRATION DETAILS:

Registration No. 2031 State Code 11

Balance Sheet Date 31-03-2010

II. CAPITAL RAISED DURING THE YEAR:

Public Issue Nil Rights Issue Nil

Bonus Issue Nil

III. POSITION OF MOBILIZATION AND DEPLOYMENT OF FUNDS:

Total Liabilities 1525707 Total Assets 1525707

Sources of Funds:

Paid - up Capital 75086 Reserves and Surplus 374698

Secured Loans 511086 Unsecured Loans 145989

Application of Funds:

Net Fixed Assets 211636 Investments 212799

Net Current Assets 682424 Misce. Expenditure 0

IV. PERFORMANCE OF THE COMPANY:

Turnover ( Gross Revenue) 2423417 Total Expenditure 2229583

Profit / (Loss) Before Tax 193833 Profit / (Loss) After Tax 121308

Earning Per Share (Rs.) 3.23 Dividend Rate (%) 20%

V. GENERIC NAMES OF THE PRINCIPAL PRODUCTS / SERVICES OF COMPANY:

Item Code No. (ITC Code) N.A. Product Description N.A.

Signatures to Schedule 1 to 18

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

42 ANNUAL REPORT 2009-10


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010.
(Rs. in Lacs)
A. Cash Flow From Operating Activities: 2009-2010 2008-2009
Net Profit Before Tax and Extraordinary Items 1,938.33 886.07
Add / (Less) :
Depreciation 154.23 101.27
Income from Financing Acitivity (0.73) 142.13
Interest Income (815.11) (643.40)
Loss on sale of Fixed Assets 3.00 0.04
Interest Expenses 843.06 1055.17
Loss on Amalgamation - -
Provision for Doubtful Debts - 184.45 - 655.21
Operating Profit/(Loss) before working Capital Changes 2,122.78 1541.28
Inventories 3,761.36 (3,161.00)
Trade Receivables 1303.77 (1,409.25)
Other Receivables 939.65 (1,218.88)
Liabilities (4235.42) 1,769.36 3,431.15 (2,357.98)
Cash Generated from Operations 3,892.14 (816.70)
Direct Taxes Paid (Net) 177.28 (406.65)
Net Cash Used in Operating Activities 4,069.42 (1,223.35)

B. Cash Flow from Investing Activities:


Purchase of Fixed Assets (473.63) (224.09)
Pre Amalgamation Loss (673.16) (1,309.70)
Sale of Fixed Assets 7.56 0.51
Sale of Investment 5.00 28.79
Income from Financing Activity 0.73 0.73
Interest Received 815.11 (318.40) 643.4 (860.36)
Net Cash Used in Investing Activities (318.40) (860.36)

C. Cash Flow from Financing Activities:


Proceeds from Bank Borrowings (1,758.98) 3,105.31
Proceeds from Short Term Borrowings (889.77) 367.99
Wealth Tax Paid (5.82) (5.69)
Interest Paid (850.13) (1,121.81)
Dividend Paid (219.61) (3,724.31) (87.85) 2,257.95
Net Cash from Financing Activities (3,724.31) 2,257.95
Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 26.72 174.24
Opening Balance of Cash and Cash Equivalents 222.93 48.69
Closing Balance of Cash and Cash Equivalents 249.65 222.93
Net Increase/(Decrease) as disclosed above 26.72 174.24

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

43 ANNUAL REPORT 2009-10


STATEMENT REGARDING SUBSIDIARY COMPANIES PURSUANT TO SECTION 212(1)(e) OF THE COMPANIES ACT, 1956.

Name of the Subsidiary Company Financial Year of the Extent of The Net aggregate amount of the Subsidiary Companies Material changes, if any,
Subsidiary Company Holding Profit/(Loss) so far as it concerns the members of between the end of the
Ended On Company’s Modern India Limited. (Amount in Rupees) financial year of the
Interest Subsidiary Company and
Not dealt with in the Dealt with in the Holding the Holding Company.
Holding Company’s Accounts Company’s Accounts
For the For the previous For the For the previous
Financial Financial year Financial year Financial year
year of the since they of the since they
Subsidiary became Subsidiary became
Subsidiary Subsidiary

Modern India Property Developers Limited 31st March, 2010 100% (307650) (18572) Nil Nil N.A.
Modern International (Asia) Limited.# 31st March, 2010 100% 4366433 870282 Nil Nil N.A.
Modern India Free Trade Warehousing
Pvt Limited 31st March, 2010 51% (6500) N.A. Nil Nil N.A.
Particulars required under Section 212 of the Companies Act, 1956 in respect of Subsidiaries
Modern India Property Modern International Modern India Free Trade

44
Developers Limited (Asia) Limited.# Warehousing Pvt. Limited
a) Capital 150000000 55389100 500000
b) Reserves (213511) 11213581 (13030)
c) Total Assets 646497101 106572655 68016861
d) Total Liabilities 646497101 106572655 68016861
e) Details of Investments 0 2318905 0
f) Turnover 108092 303052068 0
g) Profit before Taxation 88027 4366433 (6530)
h) Provision for Taxation 0 0 0
i) Profit after Taxation 88027 4366433 (6530)
j) Proposed Dividend 0 0 0

# Figures in US Dollars are converted for Assets & Liabilities @ 44.92 & 45.41 respectively and at average rate (Rs.47.42) for income & expenses.

For and on behalf of the Board of Directors


V. K. Jatia
Chairman & Managing Director

Ajit P. Walwaikar Directors


G.M. (Legal) & Company Secretary R. Sethna A. Didwania
R. R. Doshi P. K. Bubna
N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010

ANNUAL REPORT 2009-10


AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To,
The Board of Directors,
Modern India Limited

1. We have examined the attached Consolidated Balance Sheet of Modern India Limited (“the Company”), its Subsidiaries
and Joint Venture (“The Modern Group”) as at March 31, 2010, the Consolidated Profit and Loss Account and the
Consolidated Cash flow Statement for the year then ended. These financial statements are the responsibility of the
Company’s Management and have been prepared by the management on the basis of separate financial statements and
other financial information regarding components. Our responsibility is to express an opinion on these financial state-
ments based on our audit.
2. We conducted our audit in accordance with generally accepted auditing standards in India. These standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in
all material respects, in accordance with an identified financial reporting framework and are free of material misstate-
ments. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by manage-
ment, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. We did not audit the financial statements of certain Subsidiaries whose financial statements reflect total assets of Rs.
8210.82 lacs, Company’s share in Revenue of Rs. 3031.60 lacs, share in Profit of Rs 44.48 lacs and cash inflow of Rs.
1229.18 lacs. These financial statements have been audited by other auditors whose reports(s) have been furnished to
us and our opinion, in so far as it relates to the amounts included in respect of the said audited Subsidiaries, is based
solely on the Reports of the other auditors.
4. We report that the consolidated financial statements have been prepared by the Company’s Management in accordance
with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements and AS 27 Financial Report-
ing of Interest in Joint Ventures as notified under the Companies (Accounting Standard) Rules, 2006.
5. As mentioned in Note No. 2 – (v) & (vi) of Schedule 18 , Notes to Accounts, the company has received during the year
two demands raised by the Municipal Corporation of Greater Mumbai (MCGM) for property taxes & Penalty for regulariza-
tion of change of user in its existing premises amounting to Rs. 550.42 lacs and Rs. 598.88 lacs respectively. The
company has not accepted these demands and has filed a complaint with the appropriate authority in the first case and
is awaiting the details of computation in other case .In the meanwhile, no provision has been made against these
demands in the view of the uncertainty involved in terms of final settlement, the ultimate impact of which on the financial
statements is presently unascertained.
6. Subject to matters referred to in paragraph 5 above, based on our audit and on consideration of the reports of other
auditors on separate financial statements and on the other financial information of the components, and to the best of
our information and according to the explanations given to us, we are of the opinion that the attached Consolidated
Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:
(i) the Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of the Modern Group
as at 31st March, 2010;
(ii) the Consolidated Profit and Loss Account, of the profit of the Modern Group for the year ended on that date; and
(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Modern Group for the year ended on
that date.
For K.S. Aiyar & Co.
Chartered Accountants
Firm Registration No. 100186W

SATISH KELKAR
Mumbai, dated: 18th June, 2010 Partner
(M. NO. 38934)

45 ANNUAL REPORT 2009-10


(CONSOLIDATED)

BALANCE SHEET AS AT 31ST MARCH 2010


As at As at
SCHEDULE 31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SOURCES OF FUNDS :
Shareholders’ Funds
Share Capital 1 75,085,930 75,085,930
Reserves & Surplus 2 303,597,622 201,061,125
378,683,552 276,147,055
Minority Interest 211,749 211,591
Loan Funds
Secured Loans 3 511,631,239 742,525,338
Unsecured Loans 4 143,693,892 262,774,942
Deferred Tax Liability (Net) 11,235,061 11,304,837
TOTAL 1,045,455,493 1,292,963,763
APPLICATION OF FUNDS :
Fixed Assets 5
Gross Block 345,237,142 308,358,723
Less: Depreciation 129,051,247 112,865,662
Net Block 216,185,895 195,493,061
Capital work-in-progress(Including Advances for 2,769,510 34,665,664
Capital Expenditure Rs. Nil) 218,955,405 230,158,725
Pre - Operative Expenses - Pending Allocation 557,348,758 484,667,672
Investments 6 9,473,923 15,812,901
Current Assets, Loans & Advances
Inventories 7 76,803,265 454,225,840
Sundry Debtors 8 314,894,123 509,565,153
Cash & Bank Balances 9 73,289,420 75,187,012
Loans and Advances 10 301,585,833 450,439,043
766,572,641 1,489,417,048
Less: Current Liabilities & Provisions
Current Liabilities 11 379,640,090 836,363,213
Provisions 12 127,258,707 90,763,704
506,898,797 927,126,917
Net Current Assets 259,673,844 562,290,131
Miscellaneous Expenditure 3,563 34,334
(To the extent not written off or adjusted)
Significant Accounting Policies and TOTAL 1,045,455,493 1,292,963,763
Notes to the Accounts 18

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

46 ANNUAL REPORT 2009-10


(CONSOLIDATED)

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010
Year Ended Year Ended
SCHEDULE 31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

INCOME :
Income from Operations 13 2,691,520,215 2,640,219,098
Other Income 14 48,221,753 48,796,465
TOTAL 2,739,741,968 2,689,015,563

EXPENDITURE :
Purchase of Goods for Resale 2,016,208,390 2,725,448,711
Real Estate Business Purchases - 6,787,800
Administrative & Other Expenses 15 109,325,007 141,164,544
Finance Charges 16 11,784,221 64,640,307
Decrease / (Increase) in Stock 17 386,965,221 (330,950,619)
Depreciation 16,138,113 12,223,740
2,540,420,952 2,619,314,483
Profit for the year before Taxation 199,321,016 69,701,080
Exceptional Items - 24,266
Profit before Taxation 199,321,016 69,676,814
Provision for Taxation
Current Income Tax 67,057,283 36,789,033
Wealth Tax 580,000 739,000
Fringe Benefit Tax - 67,637,283 813,484
Deferred Tax (69,776) 1,402,974
131,753,509 29,932,323
Tax Provision in respect of earlier year(net) 180,199 (1,605,040)
Profit for the Year after Tax 131,933,708 28,327,283
Balance Brought Forward 154,435,456 152,827,743
Less: Loss of IIJL on amalgamation 2,528,970 151,906,486 -
Amount Available for Appropriations 283,840,194 181,155,026
Appropriations:
(1) Proposed Dividend 15,017,100 18,771,375
(2) Tax on Distributed Profits 2,494,152 3,190,195
(3) General Reserve 9,098,000 4,758,000
Balance carried to Balance Sheet 257,230,942 154,435,456
EARNINGS PER SHARE - Before Exceptional Items (Face Value Rs.2) 3.51 0.75
EARNINGS PER SHARE - BASIC & DILUTED (Face Value Rs.2) 3.51 0.75
Significant Accounting Policies and
Notes to the Accounts 18

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

47 ANNUAL REPORT 2009-10


(CONSOLIDATED)

SCHEDULES FORMING PART OF THE BALANCE SHEET


As at As at
31st March, 31st March,
2010 2009
(Rs.) (Rs.)
SCHEDULE - 1
SHARE CAPITAL :
AUTHORISED :
12,45,00,000 Equity shares of Rs. 2/- each. 249,000,000 199,000,000
(Previous Year 9,95,00,000 Equity Shares of Rs. 2/- each)
10,000 Preference shares of Rs.100/- each. 1,000,000 1,000,000
250,000,000 200,000,000
ISSUED :
3,75,47,000 Equity shares of Rs. 2/- each. 75,094,000 75,094,000
SUBSCRIBED AND PAID UP :
3,75,42,750 Equity shares of Rs. 2/- each fully paid up. 75,085,500 75,085,500
Add: Forfeited Equity Shares
[Amount Paid - up] 430 430
TOTAL 75,085,930 75,085,930
Notes:
1 During the Year ended 31.03.2008, one Equity Share of Rs. 10/- each was sub-divided into 5 Equity Shares of Rs. 2/-
each.
2 Out of the above Subscribed and Paid up Equity Shares:
(i) 3,12,500 Equity Shares of Rs. 2/- each have been allotted as fully paid-up for consideration other than cash
pursuant to a contract.
(ii) 14,38,025 Equity Shares of Rs. 2/- each have been allotted as fully paid-up by way of Bonus Shares by capitalization
of Securities Premium Account and General Reserve.
(iii) 17,83,125 Equity Shares of Rs. 2/- each fully paid up have been allotted pursuant to the scheme of Amalgamation
of Sundatta Foods & Fibres Limited with the Company.

SCHEDULE - 2
RESERVES AND SURPLUS :
Capital Redemption Reserve
As per last Balance Sheet 891,050 891,050
Capital Reserve
As per last Balance Sheet 23,876,566 24,609,466
Less: Amount Transferred during the year - 732,900
23,876,566 23,876,566
General Reserve
As per last Balance Sheet 10,434,000 6,951,000
Less: Amounts reversed during the year - 1,275,000
Amount Transferred during the year 9,098,000 4,758,000
19,532,000 10,434,000
Foreign Currency Translation Reserve
As per last Balance Sheet 11,424,053 (6,412,672)
Add: Amounts reversed during the year (9,356,989) 3,667,750
Add: Amounts transferred during the Year - 14,168,975
2,067,064.00 11,424,053
Profit & Loss Account 257,230,942 154,435,456
TOTAL 303,597,622 201,061,125

SCHEDULE - 3
SECURED LOANS: (Note No. 3)
From Banks:
Term Loans 464,873,156 642,565,306
Working Capital Borrowings 42,976,349 96,393,284
Car Finance Loans 3,781,734 2,853,866
511,631,239 741,812,456
From Others - 712,882
(Amounts due within one Year Rs. 18,12,74,284/-,
Previous Year Rs.18,32,67,504/-) 511,631,239 742,525,338

48 ANNUAL REPORT 2009-10


(CONSOLIDATED)

As at As at
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 4
UNSECURED LOANS :
(1) Deposits 101,193,892 197,574,942
(2) Short Term Loans from Limited Company 42,500,000 65,200,000
TOTAL 143,693,892 262,774,942

SCHEDULE - 5
FIXED ASSETS

GROSS BLOCK- AT COST DEPRECIATION NET BLOCK


DESCRIPTION As at Additions Deductions As at Upto For the Deductions Upto As at As at
01.04.2009 31.03.2010 31.3.2009 Year 31.03.2010 31.03.2010 31.3.2009
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

LAND - FREEHOLD 230,114 - - 230,114 - - - - 230,114 230,114

LAND - LEASEHOLD(Note 8) 7,347,322 - - 7,347,322 - - - - 7,347,322 7,347,322

TRADE MARK - 781,867 781,867 - 260,622 260,622 521,245 -

BUILDINGS 201,289,474 - - 201,289,474 54,788,669 5,176,271 - 59,964,940 141,324,534 146,500,805

PLANT & MACHINERY 57,240,815 35,122,635 - 92,363,450 36,329,089 7,658,759 - 43,987,848 48,375,602 20,911,726

FURNITURE & FITTINGS 30,287,483 218,315 - 30,505,798 17,738,554 2,175,005 - 19,913,559 10,592,239 12,548,929

VEHICLES 10,495,084 6,382,190 4,158,157 12,719,117 4,009,350 2,525,294 1,610,366 4,924,278 7,794,839 6,485,734

GOODWILL (On Consolidation) 1,468,431 - 1,468,431 - - - - - - 1,468,431


#
TOTAL 308,358,723 42,505,007 5,626,588 345,237,142 112,865,662 17,795,951 1,610,366 129,051,247 216,185,895 195,493,061

PREVIOUS YEAR 295,363,055 22,647,576 9,651,908 308,358,723 100,495,097 13,338,096 967,531 112,865,662 195,493,061

# Amount of Rs. 6,50,160/- is allocated under Pre - Operative Expenses and Rs. 10,07.677/- being Pre-Amalgamation depreciation of erstwhile IIJL for the period
01.04.2009 to 30.06.2009.

As at As at
31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 6
INVESTMENTS : Other Investments
A. LONG TERM : At Cost (Unquoted)
a. Securities held for Trading Listed outside HongKong 2,318,905 8,657,883
b. Others - Fully Paid Up:
(i) 2,50,000 Equity Shares of Modern Derivatives &
Commodities Private Limited of Rs. 10/- each.
(Previous Year 2,50,000 Equity Shares of Rs. 10/- each) 2,500,000 2,500,000
(ii) 20,000 Equity Shares of The Shamrao Vithal Co-op Bank Ltd 500,000 500,000
of Rs. 25/- each. (Previous Year 20,000 Equity Shares of Rs.25/- each)
TOTAL 5,318,905 11,657,883

49 ANNUAL REPORT 2009-10


(CONSOLIDATED)

B. LONG TERM : At Cost (Quoted)


IN FULLY PAID EQUITY SHARES (of Rs. 10/- each, unless otherwise specified):
No. of Shares No. of Shares As at As at
As at As at 31st March, 31st March,
31.03.2010 31.03.2009 2010 2009

Siyaram Silk Mills Ltd 14,582 14,582 4,155,018 4,155,018


4,155,018 4,155,018

Total of Long Term investments 9,473,923 15,812,901

Total of Investments TOTAL 9,473,923 15,812,901

Aggregate of Quoted Investments 4,155,018 4,155,018

Aggregate of Unquoted Investments 5,318,905 11,657,883


9,473,923 15,812,901

Market Value of Quoted Investments 2,369,575 778,679

SCHEDULE - 7
INVENTORIES :
(As Technically Certified by the management)
Stores - At Lower of Cost & Net Realizable Value 1,135,365 1,286,851
Trading Goods - At lower of Cost and Net 8,022,550 334,782,932
Realisable Value
Real Estate Business:
(a) Land and Structures - At Book Value 42,487,350 41,522,447
(b) Unsold Flats - At lower of Cost and 25,158,000 76,633,610
Net Realisable Value
67,645,350 118,156,057
TOTAL 76,803,265 454,225,840

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


SCHEDULE - 8
SUNDRY DEBTORS (Unsecured) :
Debts Outstanding for a period exceeding Six months
Considered Good 1,054,257 -
Considered Doubtful - -
1,054,257 -
Other Debts
Considered Good 313,839,866 509,565,153
TOTAL 314,894,123 509,565,153

50 ANNUAL REPORT 2009-10


(CONSOLIDATED)

As at As at
31st March, 31st March,
2010 2009
(Rs.) (Rs.)

SCHEDULE - 9
CASH AND BANK BALANCES :
Cash on hand 943,697 1,240,113
Balances with Scheduled Banks
In Current Accounts 6,034,034 47,723,435
In Deposit Accounts 66,311,689 26,223,464
72,345,723 73,946,899
TOTAL 73,289,420 75,187,012

SCHEDULE - 10
LOANS AND ADVANCES :
(Unsecured Considered Good)
Advances Recoverable in Cash or
in kind or for value to be received 143,880,979 135,501,829
Loans to Limited Companies 31,400,000 168,000,000
Minimum Alternate Tax Credit Entitlement - 8,435,000
Income Tax payments including Tax Deducted at Source 120,348,673 132,412,154
Sundry Deposits 5,956,181 6,090,060
TOTAL 301,585,833 450,439,043

SCHEDULE - 11
CURRENT LIABILITIES
Acceptances (Note No. 3) 248,491,579 248,546,205
Sundry Creditors 67,402,253 556,657,216
Advances Received 23,060,783 13,989,462
Interest Accrued but not due on Loan 44,121 750,822
Investors Education and Protection Fund (Refer Note Below)
- Unclaimed Dividend 1,259,032 1,373,245
Other Liabilities 39,382,322 15,046,263
TOTAL 379,640,090 836,363,213

SCHEDULE - 12
PROVISIONS
Proposed Dividend 15,017,100 18,771,375
Tax on Distributed Profits 2,494,152 3,190,195
For Taxation 106,550,455 66,476,016
For Retirement Benefits 3,197,000 2,326,118
TOTAL 127,258,707 90,763,704

Note: There is no amount due and outstanding as at Balance Sheet date to be credited to Investors Education and Protection
Fund.

51 ANNUAL REPORT 2009-10


(CONSOLIDATED)

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT


Year Ended Year Ended
31st March, 31st March,
2010 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 13
INCOME FROM OPERATIONS
SALES:
(i) Traded Goods
- Export Sales - 76,530,908
- Local Sales 2,375,593,046 2,375,593,046 2,390,121,913
(ii) Real Estate Business 203,200,000 7,290,000
2,578,793,046 2,473,942,821
Service Charges Received 93,391,596 142,788,294
[Tax Deducted at source Rs. 1,76,20,670/-.
(Previous Year Rs. 52,41,375/-)]
Income from Business Centre 9,729,241 12,678,206
[Tax Deducted at source Rs. 2,09,34,697/-.
(Previous Year Rs. 1,34,96,750/-)]
Fees from Vocational Trainning Institute 4,629,443 6,729,777
[Tax Deducted at source Rs. 1,31,479/- (Previous Year Rs. 1,00,422/-)]
Income from Real Estate Business [Tax Deducted at 4,976,889 4,080,000
Source Rs. 5,39,564/- (Previous Year Rs. 5,36,272/-)]
TOTAL 2,691,520,215 2,640,219,098

SCHEDULE - 14
OTHER INCOME
Rent [Tax Deducted at source Rs. 81,92,691/- 39,785,013 30,497,913
(Previous Year Rs.1,09,86,190/-)]
Miscellaneous Income 7,923,517 16,761,724
[Tax Deducted at source Rs. 7,65,311/-
(Previous Year Rs. 2,849/-)]
Dividend on Long Term Investments 72,910 72,910
Provision no longer required Written Back 440,313 1,463,918.00
TOTAL 48,221,753 48,796,465

SCHEDULE - 15
INCREASE / (DECREASE) IN STOCK :
Opening Stock
Trading Goods 334,782,932 3,832,313
Add: Stock of IIJL on Amalgamation 1,621,785 -
336,404,717 3,832,313
Real Estate Business:
(a) Land and Structures 41,522,447 41,522,447
(b) Unsold Flats 76,633,610 91,484,376
Add: Renovation Expense 8,072,347 -
Less: Transferred during the year
to Fixed Assets - Buildings - 84,705,957 14,850,766
126,228,404 118,156,057
462,633,121 121,988,370
Closing Stock
Trading Goods 8,022,550 334,782,932
Real Estate Business:
(a) Land and Structures 42,487,350 41,522,447
(b) Unsold Flats 25,158,000 76,633,610
67,645,350 118,156,057
75,667,900 452,938,989
Increase / (Decrease) in Stock TOTAL (386,965,221) 330,950,619

52 ANNUAL REPORT 2009-10


(CONSOLIDATED)

Year Ended Year Ended


31st March, 2010 31st March, 2009
(Rs.) (Rs.) (Rs.)

SCHEDULE - 16
ADMINISTRATIVE AND OTHER EXPENSES :
Stores Consumed 258,363 175,986
Power & Fuel 1,973,788 2,032,775
Water Charges 1,216,985 685,477
Repairs to:
Machinery 846,661 536,883
Buildings 6,323,290 15,289,449
Others 2,725,123 348,725
9,895,074 16,175,057
Payment to and Provision for Employees
Salaries and Wages 27,146,611 22,307,373
Contribution to Provident and Other Funds 1,279,147 1,746,607
Gratuities 909,794 490,735
Voluntary Retirement Compensation -
Welfare Expenses 1,088,821 975,326
30,424,373 25,520,041
Travelling & Conveyance 3,795,461 3,060,235
Legal and Professional Charges 12,793,701 12,374,381
Donation 51,000 11,000
Real Estate Business Expenses 1,944,690 1,493,590
Directors Sitting Fees 295,000 235,000
Rent 106,632 28,447
Rates and Taxes 16,777,799 15,643,736
Insurance 6,463,841 6,550,020
Bad Debts Written Off - 2,065,539
Loss on Sale of Long Term Investments - 29,856,400
Loss on Sale of Fixed Assets 192,236 3,580
Auditors’ Remuneration:
- Audit Fees 527,071 563,637
- Tax Audit Fees 44,120 51,620
- In Other Capacity & out of pocket expenses 181,445 215,565
752,636 830,822
Brokerage 6,994,715 6,662,023
Advertisement Expenses 3,011,799 778,098
Miscellaneous Expenses 12,376,914 16,982,337
TOTAL 109,325,007 141,164,544

SCHEDULE - 17
FINANCE CHARGES:
(i) Interest on Fixed Loans 71,903,726 61,744,628
(ii) Other Interest & Financial Expenses 17,487,783 54,045,729
89,391,509 115,790,357
Less: Interest - Gross (Note No. 5)
[Tax Deducted at source Rs. 1,44,89,577/-
(Previous Year Rs. 1,54,18,362/-)] 77,607,288 51,150,050
TOTAL 11,784,221 64,640,307

53 ANNUAL REPORT 2009-10


(CONSOLIDATED)

SCHEDULE 18
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
1 SIGNIFICANT ACCOUNTING POLICIES:
(A) BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
(i) The Financial Statements are prepared under the Historical Cost Convention on accrual basis.
(ii) The Financial Statements have been prepared to comply in all material respects with the applicable Mandatory
Accounting Standards.
(B) PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements relate to Modern India Limited (‘The Company’), its wholly / partly owned
subsidiaries and its interest in joint Venture as on 31.03.2010 which are as under:

Name of the Entity Financial Year of the Entity Extent of Country of


Ended On Holding Incorporation

a) Modern India Property Developers Limited 31st March, 2010


Wholly Owned Subsidiary 100% India

b) Modern International (Asia) Limited 31st March, 2010


Wholly Owned Subsidiary 100% Hong Kong

c) Central Bombay Infotec Park 31st March, 2010


Joint Venture 90% India

d) Modern India Free Trade 31st March, 2010


Warehousing Pvt. Ltd. Partly Owned Subsidiary 51% India

(i) The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line
basis by adding together the book values of like items of assets, liabilities, incomes and expenses after fully
eliminating intra - group balances and intra - group transactions in accordance with Accounting Standard (AS
- 21) - “Consolidated Financial Statements”.

(ii) Interest in Joint Venture have been accounted by using the proportionate consolidation method as per Accounting
Standard (AS - 27) - “Financial reporting of Interest in Joint Venture”.

(iii) The consolidated financial statements have been prepared using uniform accounting policies for like transactions
and other events in similar circumstances and are presented to the extent possible, in the same manner as the
Company’s separate financial statements.

(iv) Financial statements of Foreign Subsidiary has been converted in Indian Rupees at the following Exchange
Rate.

(a) Revenues and Expenses: At the average exchange rate during the year.

(b) Current Assets and Current Liabilities: At Exchange Rate prevailing at the end of the year.

(c) Fixed Assets : At Exchange rate prevailing at the end of the year.

(C) REVENUE RECOGNITION:

(i) Sales of flats are accounted at contracted rate on handing over the possession. Sales of Traded Goods are
recognized on transfer of significant risk and rewards of ownership which is generally on the dispatch of goods
and are recorded net of VAT.

(ii) Income other than Sales is recognized, wherever applicable, in terms of agreements with concerned parties.

54 ANNUAL REPORT 2009-10


(CONSOLIDATED)

(iii) Interest income is recognized on time proportion basis taking into account the amount outstanding and rate
applicable. Dividend income is recognized when the right to receive dividend is established.
(iv) Income from Vocational Training Fees is recognized on the basis of completed period in respect of each course
/ semester as compared with the total duration of the same.
(D) INVENTORIES are valued as under:
(i) Trading Goods : At lower of Cost and Net Realizable Value
(ii) Stores : At lower of Cost and Net Realizable Value
Cost is arrived at on FIFO basis and includes costs incurred in bringing the inventories to their present location and
condition.
(iii) Real Estate Business:
(a) Land and Structures : At Book Value
(b) Flats Unsold : At lower of Cost and Net Realizable Value
(E) SEGMENT REPORTING:
(a) Revenue and expenses have been identified to segments on the basis of their relationship to the operating
activities of the segment. Revenue and expenses, which relate to the enterprise as a whole and are not
allocable to segments on a reasonable basis have been included under “Unallocable / Corporate”.
(F) PROVISIONS & CONTINGENCIES:
A Provision is recognized when there is a present obligation as a result of a past event if it is probable that an outflow
of resources will be required to settle the obligation and in respect of which reliable estimates can be made.
Provisions are not discounted to their present value and are determined based on the best estimate required to settle
the obligation at the year end date. These are reviewed at each year end date and adjusted to reflect the best
current estimate. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are
neither recognized nor disclosed in the financial statements. Contingencies are disclosed after careful evaluation as
per Accounting Standard - 29 issued by The Institute of Chartered Accountants of India.
(G) IMPAIRMENT OF ASSETS:
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable amount. An impairment loss
is charged to the profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss
recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.
(H) OTHER SIGNIFICANT ACCOUNTING POLICIES:
These are set out in the notes to accounts under “Significant Accounting Policies” of the respective financial
statements of the Company and the subsidiaries.
2 Contingent Liabilities not provided for: Current Year Previous Year
(Rs.) (Rs.)
(i) Claims against the Company not Acknowledged as debts. 304,351 250,000
(ii) Estimated amount of Contracts remaining to be executed on
Capital Account and not provided for (Net of advances given) - 1,987,584
(iii) Corporate Guarantees given by the Company to
Indian Overseas Bank, Hong Kong on behalf of
Wholly Owned Subsidiary
M/s. Modern International (Asia) Limited. 451,023,300 509,597,400
(iv) Sales Tax Liability in respect of which Appeals are pending. 1,648,781 1,648,781
(v) Property Tax Demand raised by
Municipal Corporation of Greater Mumbai (MCGM). 55,041,736 27,520,868.00
The Company has disputed and has filed a complaint

55 ANNUAL REPORT 2009-10


(CONSOLIDATED)

under Section 163(2) of The Mumbai Municipal


Corporation Act, 1888 since the increase in proposed
Ratable Value is illegal and improper. On the basis of
advise received, Management does not envisage any
material liability to arise.
(vi) Demand raised by Municipal Corporation of Greater
Mumbai (MCGM) in respect of Premium for open space
deficiency and penalty for regularization of change of user
in the existing premises not accepted by the Company.
The Company has asked for details of working of the same.
On receipt of such details, the Company will contest this
demand with appropriate authority. 59,888,300 -

3 Working Capital borrowings from Banks and Acceptances are secured by hypothecation of stocks of trading goods, book
debts and assignment of Key Man Insurance Policy and are also secured by mortgage of part of Land and Building at
Mahalaxmi, Mumbai. Car Finance Loans from Bank are secured by hypothecation of specific vehicles acquired. Term
Loans from Banks are secured by assignment of rental receivable and also by mortgage of (i) part of Land and Building
at Mahalaxmi, Mumbai and (ii) Residential Flats.
4 There is no Micro and Small Enterprise to whom the Company owes dues, which are outstanding for more than 30 days
as at the Balance Sheet date. Further, the Company has not paid any interest to any Micro and Small Enterprise during
the accounting year, nor is any interest payable to any Micro and Small Enterprise on the Balance Sheet Date. This
information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has
been determined to the extent such parties have been identified on the basis of information available with the Company.
5 Interest consists of interest on loans, deposits and interest on Income Tax Refund, etc.
6 The balances of Sundry Debtors, Loans and Advances and Sundry Creditors are subject to confirmations from some of the
parties.
7 Karnataka Industrial Area Development Board which had originally allotted 20 acres of land for setting up an industrial
unit at Raipur Industrial Area, Dharvad subsequently restricted the same to 6 acres. Against this, the Company had filed
a Writ Petition in Karnataka High Court for the full allotment as per the Original Allotment which has since been dismissed
by the order of single judge bench. The Company has filed an appeal before the full bench to set aside this order which
is pending for disposal. In the meanwhile, the Company has entered into a Memorandum of Understanding with a party
to do all the required formalities in connection with full allotment of the land and eventual disposal of the said land.
8 Deferred Tax :
(a) The break up of Net Deferred Tax Asset / (Liabilities) as on 31st March, 2010 is as under:
Deferred Tax Assets As At As At
31.03.2010 31.03.2009

(i) Expenditure under section 43B of the Income Tax Act, 1961 440,165 366,752
(ii) Long Term Capital Loss 14,497 453,200
(iii) Others 735,561 354,176
Total Deferred Tax Assets 1,190,223 1,174,128
Deferred Tax Liabilities
(i) Difference between book and Tax Depreciation 11,740,816 10,378,281
(ii) Capital Gains Tax Liability 684,468 2,100,684
Total Deferred Tax Liability 12,425,284 12,478,965
Net Deferred Tax Assets / (Liabilities) (11,235,061) (11,304,837)

56 ANNUAL REPORT 2009-10


(CONSOLIDATED)

(b) Rs. 69,776/- (Previous Year Rs. 14,02,974/ debited-) has been creted to Profit and Loss Account of the Year in respect
of Deferred Tax.
9 Managing Director’s Remuneration:
Current Year Previous Year
Rupees Rupees
(i) Salary 2,100,000 2,100,000
(ii) Contribution to Provident Fund 252,000 252,000
(iii) Commission 6,803,622 1,014,594
(iv) Perquisites 1,061,656 1,338,726
Other particulars relating to Management Pension, Post Retirement Medical Benefits and Pension Plan are not applicable
to the Company.
10 Segment Information for the Year ended 31st March, 2010.
Primary Segment reporting - Business Segments
Amount (Rupees)
Particulars Business Vocational Real Trading Unallocable/ Total
Centre Trainning Estate Corporate

A) Segment Revenue:

External Sales / Income from Operations 103120837 6546840 208176889 2373675649 - 2691520215

155466500 6729777 11370000 2466652821 - 2640219098

Other Income 1132433 43723 - 730974 46314623 48221753

2504712 88123 - 2479235 43724395 48796465

Total 104253270 6590563 208176889 2374406623 46314623 2739741968

157971212 6817900 11370000 2469132056 43724395 2689015563

B) Segment Results:

Profit / (Loss) before Depreciation, Taxes and exceptional items 94700704 (7223837) 145126941 12223475 (26356355) 218470928

134368088 (13,170,608) 2904415 50076142 (92253217) 81924820

Depreciation 3860217 4287968 85347 - 7904581 16138113

4167742 1436076 79212 - 6540710 12223740

Profit / (Loss) before Taxes and Exceptional items 90840487 (11511805) 145041594 12223475 (34260936) 202332815

130200346 (14606684) 2825203 50076142 (98793927) 69701080

C) Other Information:

Segment Assets 136220605 38579919 704239447 378919235 294395084 1552354290

139085863 41880047 686817936 839080486 513226348 2220090680

Segment Liabilities 112221725 4557767 32790424 301127447 722973375 1173670738

134735068 8496740 148842720 598336511 1053532586 1943943625

Capital Expenditure 1515372 31936410 29500 - 9023725 42505007

308090 516833 1572339 - 20250314 22647576

Depreciation 3860217 4287968 85347 - 7904581 16138113

4167742 1436076 79212 - 6540710 12223740

Non Cash Expenses other than - - - - -

Depreciation - - - - -

Previous Year’s Figures are given in Italics

57 ANNUAL REPORT 2009-10


(CONSOLIDATED)

Notes:
1) The Company has identified Business Segments as primary segments. The Reportable Business Segments are: a)
Business Center - comprising of activities connected with running of Business Centre, b) Vocational Training Institute -
comprising of activities connected with Training for all the facets of Jewellery Industry and Gem Testing Laboratory etc.
c) Trading - Consists of Trading in all Products and d) Real Estate - comprising of Property Development and carrying on
business or activities in real estate business of all types.
2) Items of Revenue, Income and Expenses, Assets and Liabilities (including Borrowings, Provision for Taxation and
Deferred Tax) which are not directly attributable / identifiable / allocable to business segments are shown as Unallocated
/ Corporate.

3) Secondary Segment information - Geographical Segments:


(Secondary segment disclosures are reported on the basis of geographical location of customers).
Current Year Previous Year
India Rest of the world Total India Rest of the world Total
Revenue 2691520215 - 2691520215 2640219098 76,530,908 2640219098
Capital Expenditure 42505007 - 42505007 22647576 - 22647576
Carrying Amount of Segment Assets 1552354290 - 1552354290 2164701580 55389100 2220090680

14 Earning Per Share:


Earning Per Share has been calculated as under:
(a) Profit / (Loss) After Taxation and Exceptional Items 131933708 28327283
(b) Number of Equity Shares Outstanding (Face Value Rs. 2/-) 37542750 37542750
(c) Earning per Share (Face Value of Rs. 2/- per share) - (a) / (b) 3.51 0.75
(Basic and diluted)
12 Pre-operative Expenses pending allocation are in respect of its Subsidiary Companies which includes various expenses
incurred for projects under implementation and shall be allocated under appropriate Assets Heads on completion of
respective projects.
13 Disclosures as required by the Accounting Standard -18 on “Related Party Disclosure” are given below:
i) Related Parties and Relationships:
A) Significant Influence :
(i) Shree Rani Sati Investment & Finance Ltd.
(ii) F. Pudumjee Investment Co. Ltd.
(iii) Modern Derivative & Commodities Pvt. Ltd.
B) Key Management Personnel & Relatives :
(i) Mr. V. K. Jatia - Chairman & Managing Director.
(ii) Mrs. Gauri Jatia - Director.
(iii) Mr. Vedant Jatia - Executive
(iv) Mr. Mudit Jatia - Executive
C) Joint Venture : Contractual Arrangement
Central Bombay Infotec Park.
Co-Venturers - Eclat Developers Private Limited

58 ANNUAL REPORT 2009-10


(CONSOLIDATED)

Note: In respect of above parties, there is no provision for doubtful debts as on March 31, 2010 and no amount has been
written off or written back during the year in respect of debts due from / to them.
ii) Related Party Transactions:
Nature of Transactions Significant Key Relatives of Key Total
Influence Management Management
Personnel Personnel
(Rs.) (Rs.) (Rs.) (Rs.)

1 (a) Loans given 108824812 108824812


513585638 513585638
(b) Repayment, etc. out of Loans given 245424812 245424812
461785638 461785638
(c) Amount of loans given
outstanding at the year end 31400000 31400000
168000000 168000000
(d) Repayment out of Loans taken - -
5200000 5200000
2 (a) Interest on Inter Corporate Loans given 13268316 13268316
9484677 9484677
(b) Amount of interest outstanding at the year end 13268316 13268316
9484677 9484677
3 (a) Sale of Shares 500000 500000
1000000 1000000
(b) Purchase of Fixed Assets - -
200000 200000
4 Managerial Remuneration 10217278 10217278
4705320 4705320
5 Directors Sitting Fees 20000 20000
25000 25000
6 Salaries 1,460,520 1,460,520
704910 704910
Note: Previous Year’s Figures are given in Italics
14 Figures of the previous year have been regrouped and rearranged wherever necessary.

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

59 ANNUAL REPORT 2009-10


(CONSOLIDATED)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010.
(Rs. in Lacs)
A. Cash Flow From Operating Activities: 2009-2010 2008-2009
Net Profit Before Tax and Extraordinary Items 1,993.21 696.77
Add / (Less) :
Depreciation 161.38 122.24
Loss on Sale of Investments 298.56
Dividend Income (0.73) (0.73)
Interest Income (776.07) (511.50)
Loss on sale of Fixed Assets 1.92 0.04
Interest Expenses 893.92 1157.9
Non Cash Expenses - 0.32
280.42 1066.83
Operating Profit/(Loss) before working Capital Changes 2,273.63 1763.60
Inventories 3,758.01 (3,113.02)
Trade Receivables 1946.71 (1,219.32)
Other Receivables 1442.45 (2,165.93)
Liabilities (4557.12) 2,590.05 4,083.79 (2,414.48)
Cash Generated from Operations 4,863.68 (650.88)
Direct Taxes Paid (Net) 120.63 (624.04)
Net Cash Generated/(Used) in Operating Activities 4,984.31 (1,274.92)
B. Cash Flow from Investing Activities:
Purchase of Fixed Assets (438.08) (458.54)
Pre Amalgamation Loss (25.29) (104.15)
Pre - Operative Expenses (727.00) (1,110.00)
Sale of Fixed Assets 23.56 5.60
Sale of Investment - 149.56
Dividend Received 0.73 0.73
Interest Received 776.07 (390.01) 511.5 (1,005.30)
Net Cash Used in Investing Activities (390.01) (1,005.30)
C. Cash Flow from Financing Activities:
Proceeds from Bank Borrowings (1,767.64) 3,105.69
Proceeds from Short Term Borrowings (1,732.11) 783.10
Interest Paid (893.92) (1,150.39)
Dividend Paid (219.61) (4,613.28) (76.49) 2,661.91
Net Cash from Financing Activities (4,613.28) 2,661.91
Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (18.98) 381.69
Opening Balance of Cash and Cash Equivalents 751.87 370.18
Closing Balance of Cash and Cash Equivalents 732.89 751.87
Net Increase/(Decrease) as disclosed above (18.98) 381.69

As per our report attached For and on behalf of the Board of Directors
For K. S. Aiyar & Company V. K. Jatia
Chartered Accountants Chairman & Managing Director
Firm Reg. No. 100186W
Ajit P. Walwaikar Directors
G.M. (Legal) & Company Secretary R. Sethna A. Didwania
Satish Kelkar R. R. Doshi P. K. Bubna
Partner N. K. Deora Gauri Jatia Vasanti Patel
Financial Controller
Mumbai : 18th June, 2010 Mumbai : 18th June, 2010

60 ANNUAL REPORT 2009-10


MODERN INDIA LIMITED
Regd. Office : Modern Centre, Sane Guruji Marg, Mahalaxmi, Mumbai 400 011

PROXY
I/We

being a member/members of MODERN INDIA LIMITED hereby appoint

of or failing him

of as my/our proxy to vote for me/us and on my/our behalf


at the SEVENTY-SIXTH ANNUAL GENERAL MEETING of the Company to be held at 3.00 P.M. on Friday, the 30th July,
2010 or any adjournment thereof.

Dated

Folio No.

*DP ID Revenue
Stamp
*CI. ID No. 15 Paise

No. of Shares

Signature
Note: Proxies must reach the Company’s Registered Office not less than 48 hours before the meeting.

MODERN INDIA LIMITED


ATTENDANCE SLIP
To be filled in and handed over at the entrance of the Meeting Hall

Dated
Folio No.
*DP ID
*CI. ID No.

No. of Shares

Name of the attending Member (in BLOCK LETTERS)

Name of the Proxy (in BLOCK LETTERS)


(To be filled in if the Proxy attends instead of the Member)

I hereby record my presence at the SEVENTY-SIXTH ANNUAL GENERAL MEETING at the Registered Office of the
Company at Modern Centre, Sane Guruji Marg, Mahalaxmi, Mumbai 400 011 on Friday, the 30 th July, 2010 at
3.00 p.m.
Member’s/Proxy’s Signature
* Applicable to investors holding shares in electronic form.

61 ANNUAL REPORT 2009-10


NOTICE
NOTICE is hereby given that the Seventy-Sixth Annual General Meeting of the Members of Modern India Limited will be held
at the Registered Office of the Company at Modern Centre, Sane Guruji Marg, Mahalaxmi, Mumbai 400 011 on Friday, the
30th day of July, 2010 at 3.00 p.m. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2010 and the Profit & Loss Account for the year ended
as on that date and the Reports of the Directors and the Auditors thereon.

2. To declare dividend on the Equity Shares for the year ended 31 st March, 2010.

3. To appoint a Director in place of Shri. Pradip Kumar Bubna, who retires from office by rotation and being eligible, offers
himself for re-appointment.

4. To appoint a Director in place of Shri. Rajas R. Doshi, who retires from office by rotation and being eligible, offers himself
for re-appointment.

5. To appoint Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next
Annual General Meeting of the Company, and to fix their remuneration, and for that purpose, to pass the following
Resolution, as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act,
1956, Messrs. K.S. Aiyar & Company, Chartered Accountants, the retiring Auditors, be and are hereby re-appointed as the
Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the next Annual
General Meeting of the Company and that the Board of Directors of the Company be and is hereby authorized to fix their
remuneration for the said period and reimbursement of actual out of pocket expenses, as may be incurred in the
performance of their duties.”

NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF
THE MEETING.

2) The ISIN of Equity Shares of Rs.2/- each is INE251D01023.

3) Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a
certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

4) In terms of Article 112 of the Articles of Association of the Company, Shri. Pradip Kumar Bubna and Shri. Rajas R. Doshi,
retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief
resume of these Directors, nature of their expertise in specific functional areas and names of companies in which they
hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing
Agreement with the Bombay Stock Exchange Limited, are provided in the Report on Corporate Governance forming part
of the Annual Report along with this Notice.

The Board of Directors of the Company commend their respective re-appointment.

5) Members are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.

6) Members who hold shares in dematerialized form are requested to write their Client ID and DP ID Numbers and those who
hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the Meeting.

7) The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, the 20th July, 2010
to Friday, the 30th July, 2010 (both days inclusive) for determining the names of members eligible for the dividend on
Equity Shares, if declared at the Annual General Meeting.

62 ANNUAL REPORT 2009-10


8) The dividend on Equity Shares of the Company as recommended by the Board of Directors of the Company, when
sanctioned at the Annual General Meeting of the Company, will be made payable within 30 days of the date of
declaration i.e. 30th July, 2010, to the Company’s Equity Shareholders, who are entitled for the Dividend as on Friday, the
30th July, 2010, whose names stand registered on the Company’s Register of Members:

a. as Beneficial Owners as at the end of business on 30th July, 2010 as per the list provided by National Securities
Depository Limited and Central Depository Services (India) Limited in respect of the shares held in the electronic
form and

b. As Members in the Register of Members of the Company after giving effect to valid transfers in physical form lodged
with the Company on or before 19th July, 2010.

9) In order to provide protection against fraudulent encashment of dividend warrants, Members are requested to intimate
the Company’s Registrars & Transfer Agents particulars of their Bank Account viz. Name of Bank, , Name of Branch,
Complete address of the Bank with Pin Code Number, Account type – whether Saving Account or Current Account and
Bank Account Number.

10) Members are hereby informed that Dividend which remains unclaimed/un-encashed over a period of 7 years has to be
transferred as per the provisions of Sec.205A of the Companies Act, 1956, by the Company to ‘The Investor Education &
Protection Fund’, constituted by the Central Government under Section 205C of the Companies Act, 1956. It may please
be noted that once the unclaimed/un-encashed dividend is transferred to the “Investor Education & Protection Fund”(IEPF),
no claim shall lie in respect of such amount by the shareholder. The unclaimed Dividend for the year 2002-2003 is due
to be transferred to the IEPF on August 13, 2010. Members wishing to claim dividends, which remain unclaimed for the
year 2002-2003 and onwards, are requested to correspond with the Company’s Registrars & Transfer Agents, along with
full particulars.

11) Members desirous of making nomination as permitted under Section 109A of the Companies Act, 1956 in respect of the
physical shares held by them in the Company, can make nominations in Form 2B. The Members holding shares in demat
form may contact their respective depository participants for such nominations.

12) Members who hold shares in physical form in multiple folios in identical names or joint accounts in the same order of
names are requested to send the share certificates to the Company’s Registrars and Transfer Agents, M/s. Satellite
Corporate Services Private Limited, for consolidation into a single folio.

13) It has been observed that some members have still not surrendered their old Share Certificates for Equity Shares of Rs 50/
- each for exchange with the then new Share Certificates for Equity Shares of Rs 10/- each.

Subsequently, the Company has further sub-divided its Equity Shares of Rs.10/- each in 5 Equity Shares of Rs.2/- each,
on February 1, 2008.

The Members are once again requested to surrender the old Share Certificates for Equity Shares of Rs 50/- each or
Rs.10/- each, as the case may be, to the RTA or the Company to exchange for the Equity Shares of Rs.2/- each.

14) As per the approval granted by the Central Government under section 212(8) of the Companies Act, 1956, copy of
Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary
Companies are not attached with the Annual Report of the Company. However, the Annual Reports of all the Subsidiary
Companies are available for inspection at the Registered Office of the Company to any member/investor of the Company.
Further, the Company will make available these documents to any member/investor upon request.

By Order of the Board of Directors


AJIT P. WALWAIKAR
Mumbai
Dated: 18th June, 2010 G.M. (Legal) & Company Secretary

Registered Office:
Modern Centre,
Sane Guruji Marg,
Mahalaxmi,
Mumbai - 400 011.

63 ANNUAL REPORT 2009-10

You might also like