Modipon Limited AGM Notice and Annual Report 2025-26

AGM Details

The 59th Annual General Meeting of Modipon Limited is scheduled to be held on Tuesday, September 29, 2026 at 3:00 PM IST through Video Conferencing/Other Audio-Visual Means.

Record Date: Tuesday, September 22, 2026

Remote E-voting Period: From 9:00 AM IST on Saturday, September 26, 2026 to 5:00 PM IST on Monday, September 28, 2026

Register of Members Closure: Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive)

Business to be Transacted

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26 along with reports of Board of Directors and Auditors

2. Appointment of M/s Vasu Bansal & Co., Chartered Accountants (FRN: 034332C) as Statutory Auditors for a term of 5 years from conclusion of 59th AGM till conclusion of 64th AGM at remuneration of ₹3,20,000 per annum plus applicable taxes and out-of-pocket expenses

Special Business:

3. Approval of Material Related Party Transaction with Status Mark Finvest Limited for availing financial assistance/loan up to ₹1,00,00,000 (One Crore)

4. Approval of Material Related Party Transaction with Ashoka Mercantile Limited for availing financial assistance/loan up to ₹1,00,00,000 (One Crore)

Financial Highlights (FY 2025-26)

  • Turnover: Nil (Previous year: Nil)
  • Other Income: Nil (Previous year: ₹4.82 lakhs)
  • Total Expenses: ₹51.05 lakhs (Previous year: ₹70.98 lakhs)
  • Net Loss: ₹51.05 lakhs (Previous year: ₹66.16 lakhs)
  • Earnings Per Share: (₹0.44) (Previous year: (₹0.57))

Capital Structure

  • Authorized Share Capital: ₹25,00,00,000 (2,00,00,000 equity shares of ₹10 each + 5,00,000 preference shares of ₹100 each)
  • Issued, Subscribed and Paid-up Capital: ₹11,576,689 equity shares of ₹10 each + 71,792 preference shares of ₹100 each
  • 15% Redeemable Preference Shares: Due for redemption since March 31, 1996 but not redeemed

Related Party Transactions

With Status Mark Finvest Limited:
  • Existing loan outstanding: Approximately ₹19.91 crore
  • Proposed additional borrowing: Up to ₹1 crore
  • Purpose: Meeting day-to-day statutory, administrative expenses
  • Terms: Unsecured, interest rate to be mutually agreed, repayment upon settlement of OTS issue with PNB
  • Relationship: Mr. Manish Modi and Mrs. Aditee Modi are directors and promoters
With Ashoka Mercantile Limited:
  • Existing loan outstanding: Approximately ₹12.69 crore
  • Proposed additional borrowing: Up to ₹1 crore
  • Purpose: Meeting day-to-day statutory, administrative expenses
  • Terms: Unsecured, interest rate to be mutually agreed, repayment upon settlement of OTS issue with PNB
  • Relationship: Mrs. Aditee Modi is director and promoter

Auditor Change

M/s B.M. Chatrath & Co. LLP complete their second term at the conclusion of 59th AGM and are not eligible for reappointment. The Board recommends appointment of M/s Vasu Bansal & Co. as new statutory auditors.

Pending Litigations and Contingencies

Punjab National Bank OTS Matter:
  • PNB had approved OTS of ₹1900 lakhs in 2014
  • Company paid ₹1270 lakhs up to December 2018 along with interest of ₹259.62 lakhs
  • Matter sub-judice before Hon'ble High Court of Delhi, next hearing on July 16, 2026
  • NCLT proceedings dismissed due to non-appearance by PNB
  • Outstanding liability in books is higher than OTS amount by ₹183.90 lakhs
Other Significant Contingencies:
  • Sales Tax/Excise/Customs Duty disputes: ₹2,815.54 lakhs
  • Interest on outstanding dues to GSFC: ₹1,000.54 lakhs (up to March 2008)
  • Various other tax and statutory disputes pending

Board Composition

  • Mr. Manish Modi - Chairman & Managing Director
  • Mrs. Aditee Modi - Non-Executive Director
  • Mr. Mayur Maheshwari - Nominee Director (UPSIDA)
  • Mr. Shashi Kant Ranjan - Non-Executive Independent Director
  • Ms. Kavita Rani - Non-Executive Independent Director
  • Mr. Nitesh Kumar - Non-Executive Independent Director

Key Managerial Personnel

  • Mr. Vineet Kumar Thareja - Chief Compliance Officer, Chief Financial Officer & Company Secretary

Corporate Governance

  • Board met 5 times during FY 2025-26
  • All mandatory committees constituted: Audit, Nomination & Remuneration, Stakeholders Relationship, Risk Management
  • Company has whistleblower policy and related party transaction policy in place

State of Affairs

  • Manufacturing operations of fibre unit permanently closed since 2007
  • Company has no operating revenue from manufacturing operations
  • Pursuing land-related matters with Uttar Pradesh Government
  • Evaluating opportunities for optimal utilization of assets, including industrial project development

Dividend

No dividend recommended for FY 2025-26 due to losses and financial position.