Directors Report of Modipon Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 58th Annual
Report ("Report") and annual audited financial statements of
Modipon Limited (the "Company") for the financial year ended
March 31,2025.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company for the
financial year ended March 31,2025, are prepared as per Indian
Accounting Standards ("Ind AS") and in accordance with the
applicable provisions of the Companies Act, 2013 (the "Act")
and Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") forms part of this Annual Report.

Particulars	2024-25 (Rs. Lakhs)	2023-24 (Rs. Lakhs)
Turnover	-	-
Other Income	4.82	0.03
Gross Profit / (Loss) before depreciation	(66.16)	(58.38)
Depreciation	-	-
Profity(Loss) after depreciation	(66.16)	(58.38)
Add/(Less) exceptional income/ (Losses)	-	-
Profit (Loss) before tax	(66.16)	(58.38)
Less/Add: Provision for Tax and extraordinary items	-	-
Net Profit/(Loss) after Tax	(66.16)	(58.38)

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the factory of the Company had been
permanently closed down after seeking requisite permission
from the Government of Uttar Pradesh (UP Government) under
the provisions of the Uttar Pradesh Industrial Disputes Act, 1947.
The Company is now exploring to develop the industrial project
in Modinagar to have optimal utilization of its real estate. The
Company is also pressing its land matter pending with the UP
Government.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its endeavor
to rehabilitate the Company and to tap its resources to augment
finances in order to be able to liquidate its liabilities and to utilize
the surplus for taking up new business activity in the Company,
as authorized by the memorandum of association of the
Company, the Company proposes to commence a new industrial
project at an opportune time after the due approvals from the
UP Government and post resolving the land matter pending with
the UP Government.

BOARD MEETINGS

The board of directors ("Board"/ "Directors") of the Company met
4 (Four) times during the financial year 2024-25. The meeting
details are provided in the Corporate Governance Report forming
part of this Annual Report. The maximum interval between any
two meetings did not exceed 120 days, as prescribed under the
Act.

DIVIDEND

The Company has not declared dividend, keeping in view the
losses suffered by the Company in the past.

OPERATIONS

During the year under review, the Company has not earned
revenue from operations and has reported a loss of Rs. 66.16
Lakhs.

SHARE CAPITAL

The authorized share capital of the Company as on March 31,
2025, was Rs. 25,00,00,000 divided into 2,00,00,000 equity
shares of Rs. 10 each and 5,00,000 preference shares of Rs.

100 each. There was no change in the capital structure of the
Company during the period under review. All equity shares of
the Company carry equal voting rights. During the year under
review, the issued, subscribed and paid-up share capital of the
Company consist of 1,15,76,689 equity shares of Rs. 10 each and
71,792 preference shares of Rs. 100 each.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The composition of board of directors and KMP of the Company
as on March 31, 2025 is detailed in the Corporate Governance
Report forming part of this Report. There has been no change in
the composition of the directors and KMP during the financial
year.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Act, Mr. Manish Modi, Chairman &
Managing Director and Mr. Vineet Kumar Thareja, Chief Financial
Officer, Company Secretary & Compliance Officer of the Company
are designated Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each
independent director that he / she meets the criteria of
independence laid down in section 149(6), code for independent
directors and regulation 16(1)(b) of the Listing Regulations.

LISTING ON STOCK EXCHANGE

The Company''s shares are listed on BSE Limited.

COMMITTEES OF THE COMPANY

As on March 31, 2025, the Board had four committees: Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Risk Management
Committee.

During the year, all recommendations made by the committees
were approved by the board of directors of the Company. A
detailed note on the composition of the Board and its committees
is provided in the Corporate Governance Report, which forms
part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with section 177(9) of the Act and regulation 22
of Listing Regulations, the Company has in place a whistleblower
policy including vigil mechanism to report genuine concerns and
grievances and providing direct access to the Chairperson of the
Audit Committee.

The Whistle Blower Policy has been posted on the Company''s
website and can be accessed at http://www.modipon.net/
companv-policies/whistle-blower-policv/.

It is affirmed that no person has been denied access to the Audit
Committee.

INTERNAL FINANCIAL CONTROL

The Company has managed its own the internal accounts due to
acute business losses over the last several years and there was no
revenue from operation to the Company.

NOMINATION & REMUNERATION POLICY

The details about the Nomination & Remuneration Policy of the
Company as formulated by the Nomination & Remuneration
Committee of the Company is detailed in the Corporate
Governance Report forming part of this Report. The Policy
governs the criteria for nomination and appointment including
criteria for determining their qualifications, positive attributes,
their independence and remuneration for the directors, key
managerial personnels and other employees of the Company.
The Nomination and Remuneration Policy is available on the
Company''s website at http://www.modipon.net/company-
policies/nomination-remuneration-policy/

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of loan(s), guarantees and investments form part of the
notes to the Financial Statements provided in the Annual Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred
any money towards General Reserve.

CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its
business during the financial year 2024-25.

PARTICULARS OF REMUNERATION

The percentage increase in remuneration, ratio of remuneration
of each director and key managerial personnel (KMP) (as required
under the Act) to the median of employees'' remuneration, as
required under section 197(12) of the Act, read with rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided below:

a. Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the
financial year

Name of Director/ KMP	Designation	Remu¬ neration of Direc¬ tors/ KMPs for FY 2024-25 (Rs. Lakhs)	% in¬ crease in re- muner- ation in FY 2024-25	Ratio of Remunera¬ tion to the median remunera¬ tion of em¬ ployee*
Mr. Manish Modi	Chairman & Managing Director	Nil	NA	NA
Mrs. Aditee Modi	Non-Executive Director	Nil	NA	NA
Mr. Mayur Maheshwari	Nominee Director	Nil	NA	NA
Mr. Shashi Kant Ranjan	Non-Executive Independent Director	1.80	Nil	Refer Note below*
Ms. Kavita Rani	Non-Executive Independent Director	1.80	Nil
Mr. Nitesh Kumar	Non-Executive Independent Director	1.80	Nil

*Since Non Executive Directors did not receive any
remuneration during the financial year 2024-25, except
sitting fees for attending the board and committee meetings,
the required details are not applicable.

b. Percentage increase in remuneration of Company Secretary,
Chief Financial Officer in the financial year

Name of Director/ KMP and Designation	Remuneration of Directors/ KMPs for FY 2024-25 (Rs. Lakhs)	% increase in remuneration in FY 2024-25
Vineet Kumar Thareja - Chief Financial Officer, Company Secretary & Compliance Officer	18.00	Nil

*Remuneration to be paid includes bonus and excludes
traveling expense.

c. The percentage increase in the median remuneration (based
on salary) of employees in the financial year 2024-25. As on

March 31, 2025, there are two whole-time key managerial
personnels in the Company and one employee. Information
is not comparable and hence, not stated.

d. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration

As on March 31, 2025, there are two whole-time key
managerial personnels in the Company and one employee.
Information is not comparable and hence, not stated.

e. No. of permanent employees on the rolls of the Company

As on March 31,2025, the Company had 4 (four) employees,
out of which two are on retainership basis.

Subsequent to the closure of the manufacturing operations
of the Company, all issues of ex-workmen/employees
have been amicably resolved. The total dues of these
workmen/employees (other than 5 workmen who have
not yet collected their payment) have been paid. These 5
ex-workmen/employees had approached Debt Recovery
Tribunal (DRT) - II, New Delhi seeking order for payment
of dues in excess of the legal dues as paid to the other
workmen/employees. Hon''ble DRT had directed them to
approach the Labour Commissioner for adjudication of their
dues. None of the workmen/ ex-employees has approached
the Labour Commissioner till date. However, as directed
by the DRT, the Company deposited Rs. 27 Lakhs being
the amount payable to the workmen/ ex-employees with
DRT which in the absence of any claim by these workmen,
has been released by DRT to Punjab National Bank (PNB).
Recently, Deputy Labour Commissioner has passed its
detailed order dated September 8, 2022 and the said
order has also been submitted with the Special Secretary,
Industrial Department, Lucknow as part of land issue matter
which was pending before the Industrial Department since
2019. In the aforesaid order, the total dues to be paid to
worker was Rs. 21,74,758 only against the alleged dues of
Rs. 2,84,75,199. In Compliance of the aforesaid order dated
September 08, 2022, the Company has duly deposited
cheque of an amount of Rs. 21,74,758 in the name of each
workmen as mentioned in the detailed order. The aforesaid
order was challenged by the workers before Hon''ble High
Court of Allahabad which is pending for hearing.

None of the employees were in receipt of remuneration of
Rs. 1.02 crores or more per annum or none of the employees
employed for part of the year and in receipt of remuneration
of Rs. 8.5 Lakhs or more, as required under section 197(12)
of the Act, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

The employees are neither relatives of any directors of the
Company, nor hold 2% or more of the paid-up equity share
capital of the Company as per rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

f. Affirmation with Remuneration Policy

It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy of the Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits, including
from the public, and, as such, no amount of principal or interest
was outstanding as of the balance sheet date. Further, there
were no deposit liable to be transferred to the credit of Investors''
Education and Protection Fund.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION BETWEEN THE END OF FINANCIAL YEAR AND TILL THE
DATE OF THIS REPORT

There have been no material change and commitment which
affect the financial position of the Company that have occurred
between the end of the financial year to which the Financial
Statements relate and the date of this Report.

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

In view of the permanent closure of the manufacturing
operations, provisions relating to furnishing of the details of

(i) conservation of energy, (ii) research and development and
technology absorption and (iii) foreign exchange earning and
outgo are not applicable.

AUDITORS AND AUDIT REPORT

B.M. Chatrath & Co. LLP, Chartered Accountants, Noida (Firm
Regn. No. E300025) were appointed as the statutory auditors

of the Company to hold the office for a second term of five
consecutive years from the conclusion of the 54th annual general
meeting held on September 27, 2021 till the conclusion of 59th
AGM to be held in the year 2026, as required under section 139
of the Act read with The Companies (Audit and Auditors) Rules,
2014.

With reference to the qualifications contained in the Auditors''
Report, your Directors wish to state that the Notes on Accounts
and Significant Accounting Policies referred to by the Auditors in
their Report are self-explanatory and hence do not call for any
further comment

COST AUDIT

In view of permanent closure of operations, the Company had
applied for exemption from the requirement of cost audit.
Accordingly, the appointment of cost auditor is not envisaged.

MAINTAINANCE OF COST RECORDS

In view of permanent closure of operations, the maintenance
of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Act is not applicable on
the Company and hence such accounts and records are not
maintained

REPORTING OF FRAUDS

During the financial year under review, the statutory auditor and
the secretarial auditor has not reported any instance of fraud
committed in the Company by its officers or employees.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of your Company confirm that:

(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, if any;

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

(iii) they have taken proper and sufficient care 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) that in view of the permanent closure of the manufacturing
operations of the Company, the annual accounts are not
prepared on a going concern basis.

(v) they have laid down internal financial controls which are
adequate and operating effectively;

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

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

ANNUAL RETURN

In accordance with the provisions of the Act, the annual return
in the prescribed format is available on website of the Company
at http://www.modipon.net/ and can be accessed at http://www.
modipon.net/corporate-filings/.

SECRETARIAL AUDIT

Mr. Ranjeet Kumar Verma, Ranjeet Verma & Associates, Practicing
Company Secretary (FCS No. 6814 and CP No.7463) has been
appointed as Secretarial Auditor of the Company for a period of
five consecutive years commencing from FY 2025-26 till FY 2029-

30, based on the recommendation of the Audit Committee and
subject to the approval of the shareholders at the forthcoming
Annual General Meeting of the Company.

The Secretarial Auditors'' Report for financial year 2024-25 does
not contain any qualification, reservation, or adverse remark.
The Secretarial Auditors'' Report is enclosed as Annexure I to the
Director''s Report forming part of Annual Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and
material orders passed by any regulators/courts/tribunals that
could impact the Company''s operations in future, except the
pendency of litigation before the UP Government, High Court
and Supreme Court.

DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

With respect to details required under rule 8 sub rule 5 clause (xi)
and (xii) of Companies (Accounts) Rules, 2014 please refer note
no. VI and VII of the independent auditors'' report forming part
of the Annual Report.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions
and the said policy can be accessed on Company''s website at
http://www.modipon.net/related-partv-transaction/.

No contracts or arrangements have been entered with related
party in the context of section 188 of the Act during the
year under review. Further, the details of other related party
transaction as approved by the audit committee and board
of directors of the Company entered during the financial year
2024-25 forms part of the notes (refer note no. 41) to financial
statements.

FORMAL ANNUAL EVALUATION

The details about the performance evaluation are provided in
Corporate Governance Report forming part of this Report.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL
STANDARDS

Your directors confirm that the Secretarial Standards issued by
the Institute of Company Secretaries of India have been duly
complied with.

CORPORATE GOVERNANCE

Our report on corporate governance for the financial year 2024¬
25 is annexed hereto and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The compliance with section 135 is applicable to specific class or
classes of the Companies falling under the threshold mentioned
under the Act and rules framed there under. However, the
Company does not fall under the requisite threshold as
mentioned under Section 135 during the financial year under
review and thus the compliance with the relevant provision of
the Companies Act, 2013 is not applicable.

MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not
applicable to the Company as the number of employees does
not meet the minimum threshold prescribed under the Act.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has also adopted the mandatory policy on Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Employees have been sensitized on the
provisions of this enactment and the Company has complied
with the provision of internal complaints committee to deal with
complaints, if any, under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received during the financial year is
provided below:

(a)	Number of complaints of sexual harassment received in the year;	Nil
(b)	Number of complaints disposed off during the year; and	Nil
(c)	Number of cases pending for more than ninety days	Nil

ISSUE OF SHARES

During the year under review, the Company has not issued any
sweat equity shares or shares with differential rights or under
Employee Stock Option Scheme nor did it buy-back any of its
shares.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of
section 164(2) of the Act The Directors have made the requisite

disclosures, as required under the provisions of the Act.
APPRECIATION

Your Directors would like to express their sincere appreciation
for the cooperation and assistance received from the various
departments of the Central and State Governments, UP State
Industrial Development Authority (UPSIDA) and investors for
their continued valuable support and assistance. Your directors
also wish to thank all the officers and staff of the Company at all
levels for their contribution, support and continued co-operation
throughout the year.

For and on behalf of the Board,
Sd/-

Place: New Delhi Manish Modi

Dated: August 02, 2025 Chairman & Managing Director

---

Mar 31, 2024

Your directors take pleasure in presenting the 57^th Annual Report (“Report") and audited financial statements of Modipon Limited (the “Company") for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company for the financial year ended March 31, 2024, prepared as per Indian Accounting Standards (“Ind AS") and in accordance with the provisions of the Companies Act, 2013 (the “Act") and Securities and Exchange Board of India (“SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") forms part of this Annual Report.

Particulars	2023-24 (Rs. Lakhs)	2022-23 (Rs. Lakhs)
Turnover	-	-
Other Income	-	-
Gross Profit / (Loss) before depreciation	(58.38)	(60.91)
Depreciation	-	-
Profity(Loss) after depreciation	(58.38)	(60.91)
Add/(Less) exceptional income/ (Losses)	-	-
Profit (Loss) before tax	(58.38)	(60.91)
Less/Add: Provision for Tax and extraordinary items	-	-
Net Profity(Loss) after Tax	(58.38)	(60.91)

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the factory of the Company had been permanently closed down after seeking requisite permission from the Government of Uttar Pradesh (UP Government) under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring to develop the industrial project in Modinagar to have optimal utilization of its real estate. The Company is also pressing its land matter pending with the Government.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its endeavor to rehabilitate the Company and to tap its resources to augment finances in order to be able to liquidate its liabilities and to utilize the surplus for taking up new business activity in the Company, as authorized by the memorandum of association of the Company, the Company proposes to commence a new industrial project at an opportune time after the due approvals from the UP Government and post resolving the land matter pending with the UP Government.

BOARD MEETINGS

The board of directors ("Board"/ "Directors") of the Company met 4 (Four) times during the financial year 2023-24. The meeting details are provided in the Corporate Governance Report forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act.

DIVIDEND

The Company has not declared dividend, keeping in view of the losses suffered by the Company in the past.

OPERATIONS

During the year under review, the Company has not earned revenue from operations and has reported a loss of Rs. 58.38 Lakhs.

SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2024, was Rs. 25,00,00,000 divided into 2,00,00,000 equity shares of Rs. 10 each and 5,00,000 preference shares of Rs. 100 each. There was no change in the capital structure of the Company during the period under review. All equity shares of

the Company carry equal voting rights. During the year under review, the issued, subscribed and paid-up share capital of the Company consist of 1,15,76,689 equity shares of Rs. 10 each and 71,792 preference shares of Rs. 100 each.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The composition of board of directors and KMP of the Company as on March 31, 2024 is detailed in the Corporate Governance Report forming part of this Report. There has been no change in the composition of the directors and KMP during the year except the re-appointment of Mr. Manish Modi as Chairman & Managing Director of the Company by the board of directors on the recommendation of Nomination & Remuneration Committee of the Company and by the shareholders in the 56^th annual general meeting of the Company held on September 27, 2023 for a further term of 5 years effective June 1, 2023, subject to approval of Central Government.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Act, Mr. Manish Modi, Chairman & Managing Director and Mr. Vineet Kumar Thareja, Chief Financial Officer, Company Secretary & Compliance Officer of the Company were designated as KMP of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each independent director that he / she meets the criteria of independence laid down in section 149(6), code for independent directors of the Act and regulation 16(1 )(b) of the Listing Regulations.

LISTING ON STOCK EXCHANGE

The Company''s shares are listed on BSE Limited.

COMMITTEES OF THE COMPANY

As on March 31, 2024, the Board had four committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

During the year, all recommendations made by the committees were approved by the board of directors of the Company. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with section 177(9) of the Act and regulation 22 of Listing Regulations, the Company has in place a whistleblower policy including vigil mechanism to report genuine concerns and grievances and providing direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been posted on the Company''s website and can be accessed at http://www.modipon.net/ company-policies/whistle-blower-policy/

It is affirmed that no person has been denied access to the Audit Committee.

INTERNAL FINANCIAL CONTROL

The Company has managed its own the internal accounts due to acute business losses over the last several years and there was no revenue from operation to the Company.

NOMINATION & REMUNERATION POLICY

The details about the Nomination & Remuneration Policy of the Company as formulated by the Nomination & Remuneration Committee of the Company is detailed in the Corporate Governance Report forming part of this Report. The Policy governs the criteria for nomination and appointment including criteria for determining their qualifications, positive attributes, their independence and remuneration for the directors, key managerial personnels and other employees of the Company. The Nomination and Remuneration Policy is available on the Company''s website at http://www.modipon.net/companv-policies/nomination-remuneration-policy/

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of loan(s), guarantee and investments forms part of the notes to Financial Statements provided in the Annual Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any money towards General Reserve.

CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the financial year 2023-24.

PARTICULARS OF REMUNERATION

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under section 197(12) of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided below:

a. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Name of Director/ KMP	Designation	Remuneration of Directors/ KMPs for FY 202324 (Rs. Lakhs)	% increase in re-muner-ation in FY 2023-24	Ratio of Remuneration to the median remuneration of employee*
Mr. Manish Modi	Chairman & Managing Director	Nil	NA	NA
Mrs. Aditee Modi	Non-Executive Director	Nil	NA	NA
Mr. Mayur Maheshwari	Nominee Director	Nil	NA	NA
Mr. Shashi Kant Ranjan	Non-Executive Independent Director	1.80	Nil	Refer Note below*
Ms. Kavita Rani	Non-Executive Independent Director	1.80	Nil
Mr. Nitesh Kumar	Non-Executive Independent Director	1.80	Nil

*Since Non Executive Directors did not receive any remuneration during the financial year 2023-24, except sitting fees for attending the board and committee meetings, the required details are not applicable.

b. Percentage increase in remuneration of Company Secretary, Chief Financial Officer in the financial year

Name of Director/ KMP and Designation	Remuneration of Directors/ KMPs for FY 2023-24 (Rs. Lakhs)	% increase in remuneration in FY 2023-24
Vineet Kumar Thareja - Chief Financial Officer, Company Secretary & Compliance Officer	18.00	Nil

*Remuneration to be paid includes bonus and excludes traveling expense

c. The percentage increase in the median remuneration (based on salary) of employees in the financial year 2023-24. As on

March 31, 2024, there are two whole-time key managerial personnels in the Company and one employee. Information is not comparable and hence, not stated.

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last

financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

As on March 31, 2024, there are two whole-time key managerial personnels in the Company and one employee. Information is not comparable and hence, not stated.

e. No. of permanent employees on the rolls of the Company

As on March 31,2024, the Company had 4 (four) employees, out of which two are on retainership basis.

Subsequent to the closure of the manufacturing operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/employees (other than 5 workmen who have not yet collected their payment) have been paid. These 5 ex-workmen/employees had approached Debt Recovery Tribunal (DRT) - II, New Delhi seeking order for payment of dues in excess of the legal dues as paid to the other workmen/employees. Hon''ble DRT had directed them to approach the Labour Commissioner for adjudication of their dues. None of the workmen/ ex-employees has approached the Labour Commissioner till date. However, as directed by the DRT, the Company deposited Rs. 27 Lakhs being the amount payable to the workmen/ ex-employees with DRT which in the absence of any claim by these workmen, has been released by DRT to Punjab National Bank (PNB). Recently, Deputy Labour Commissioner has passed its detailed order dated September 8, 2022 and the said order has also been submitted with the Special Secretary, Industrial Department, Lucknow as part of land issue matter which was pending before the Industrial Department since 2019. In the aforesaid order, the total dues to be paid to worker was Rs. 21,74,758 only against the alleged dues of Rs. 2,84,75,199. In Compliance of the aforesaid order dated September 08, 2022, the Company has duly deposited cheque of an amount of Rs. 21,74,758 in the name of each workmen as mentioned in the detailed order. The aforesaid order was challenged by the workers before Hon''ble High Court of Allahabad which is pending for hearing.

None of the employees were in receipt of remuneration of Rs. 1.02 crores or more per annum or none of the employees employed for part of the year and in receipt of remuneration of Rs. 8.5 Lakhs or more, as required under section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The employees are neither relatives of any directors of the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

f. Affirmation with Remuneration Policy

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the balance sheet date. Further, there were no deposit liable to be transferred to the credit of Investors'' Education and Protection Fund.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There have been no material change and commitment which affect the financial position of the Company that have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

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

In view of the permanent closure of the manufacturing operations, provisions relating to furnishing of the details of

(i) conservation of energy, (ii) research and development and technology absorption and (iii) foreign exchange earning and outgo are not applicable.

AUDITORS AND AUDIT REPORT

B.M. Chatrath & Co. LLP, Chartered Accountants, Noida (Firm Regn. No. E300025) were appointed as the statutory auditors of the Company to hold the office for a second term of five consecutive years from the conclusion of the 54^th annual general meeting held on September 27, 2021 till the conclusion of 59^th AGM to be held in the year 2026, as required under section 139 of the Act read with The Companies (Audit and Auditors) Rules, 2014.

With reference to the qualifications contained in the Auditors'' Report, your Directors wish to state that the Notes on Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

In view of permanent closure of operations, the Company had applied for exemption from the requirement of cost audit. Accordingly, the appointment of cost auditor is not envisaged.

REPORTING OF FRAUDS

During financial year under review, the statutory auditor and the secretarial auditor has not reported any instance of fraud committed in the Company by its officers or employees.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of your Company confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(iii) they have taken proper and sufficient care 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) that in view of the permanent closure of the manufacturing operations of the Company, the annual accounts are not prepared on a going concern basis.

(v) they have laid down internal financial controls which are adequate and operating effectively;

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

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

ANNUAL RETURN

In accordance with the Act, the annual return in the prescribed format is available on website of the Company at http://www. modipon.net/ and can accessed through link http://www. modipon.net/corporate-filings/.

SECRETARIAL AUDIT

Mr. Ranjeet Kumar Verma, Ranjeet Verma & Associates, Practicing Company Secretary (FCS No. 6814 and CP No.7463) has been

re-appointed as Secretarial Auditor of the Company for financial year 2024-25.

The Secretarial Auditors'' Report for financial year 2023-24 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors'' Report is enclosed as Annexure I to the Director''s Report forming part of Annual Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/courts/tribunals that could impact the Company''s operations in future, except the pendency of litigation before the UP Government, High Court and Supreme Court.

DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

With respect to details required under rule 8 sub rule 5 clause (xi) and (xii) of Companies (Accounts) Rules, 2014 please refer note no. VI and VII of the independent auditors'' report forming part of the Annual Report.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions and the said policy can be accessed on Company''s website at http://www.modipon.net/related-partv-transaction/.

No contracts or arrangements have been entered with related party in the context of section 188 of the Act during the year under review. Further, the details of other related party transaction as approved by the audit committee and board of directors of the Company entered during the financial year 2023-24 forms part of the notes (refer note no. 41) to financial statements.

FORMAL ANNUAL EVALUATION

The details about the performance evaluation is provided in Corporate Governance Report forming part of this Report.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

CORPORATE GOVERNANCE

Our report on corporate governance for the financial year 202324 is annexed hereto and forms part of this Annual Report.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has also adopted the mandatory policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Employees have been sensitized on the provisions of this enactment and the Company has complied with the provision of internal complaints committee to deal with complaints, if any, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Nil complaints were received during the year.

ISSUE OF SHARES

During the year under review, the Company has not issued any sweat equity shares or shares with differential rights or under Employee Stock Option Scheme nor did it buy-back any of its shares.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of section 164(2) of the Act. The Directors have made the requisite disclosures, as required under the provisions of the Act.

APPRECIATION

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the various

departments of the Central and State Governments, UP State Industrial Development Authority (UPSIDA) and investors for their continued valuable support and assistance. Your directors also wish to thank all the officers and staff of the Company at all levels for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board, Sd/- Sd/-

Place: New Delhi Manish Modi Aditee Modi

Dated: August 14, 2024 Managing Director Director

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Mar 31, 2023

Your directors have pleasure in presenting the 56th Annual Reporl with Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS	2022-23 '' Lacs	2021-22 '' Lacs
Turnover	-	-
Other Income	-	136.05
Gross Profit (Loss) before Dep.	(60.91)	66.38
Depreciation	-	0.23
Profity(Loss) after Depreciation	(60.91)	66.15
Add/(Less) Exceptional Income/ (Losses)	-	-
Profit (Loss) before Tax	(60.91)	66.15
Less/ (Add) :
Provision for Taxation- Fringe Benefit Tax	-	-
Extra Ordinary item Taxes for earlier Year	-	-
Net Profity(Loss) after Tax	(60.91)	66.15

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the factory of the Company had been permanently closed down after seeking requisite permission from Government of Uttar Pradesh under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring to develop the Industrial project in the Modinagar to have optimal utilization of its real estate. The Company is also pressing its land matter pending with the Government.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its Endeavour to rehabilitate the Company and to tap its resources to augment finances so as to be able to liquidate its huge liabilities and to utilize the surplus for taking up new business activity in the Company, as authorized by the Memorandum of Association of the Company. The Company proposes to commence new industrial project at an opportune time after the due approvals from the UP Government & resolving the land matter pending with the UP Government.

BOARD MEETINGS

The Board of Directors met 4 (Four) times during the period from 1st April, 2022 to 31st March, 2023. The Directors met on 27th May, 2022, 8th August, 2022, 14th November, 2022, and 13th February, 2023.

DIVIDEND

In view of the Losses suffered by the Company in the past, your directors are unable to recommend any Dividend on Equity Share Capital.

OPERATIONS

During the year under review, the Company had not earned revenue from the operations and has reported a loss of Rs. 60.91 lacs after taking into account exceptional losses.

SHARE CAPITAL

As on March 31, 2023, the Authorized Share Capital of the Company was Rs.25,00,00,000 and having issued & paid-up share capital of the Company was consisting of 1,15,76,689 equity shares of Rs.10/- each and 71,792 preference shares of Rs. 100 each.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31st March, 2023, the Board of Directors and KMP of the Company consist of:-

S. No.	Directors Name	Designation
1.	Mr. Manish Modi	Executive Director, Chairperson, MD
2.	Mrs. Aditee Modi	Non-Executive - Non-Independent Director
3.	Mr. Mayur Maheshwari	Nominee Director
4.	Mr. Shashi Kant Ranjan	Non-Executive - Independent Director
5.	Ms. Kavita Rani	Non-Executive - Independent Director
6.	Mr. Nitesh Kumar	Non-Executive - Independent Director
7.	Mr. Vineet Kumar Thareja	Company Secretary & CFO

During the Financial year 2022-23, there has been no change in the Board of Directors and KMP of the Company except reappointments of Mrs. Aditee Modi and Mr. Shashi Kant Ranjan.

KEY MANAGERIAL PERSONNEL

In pursuance of requirement of Section 203 of the Companies Act, 2013, Mr. Manish Modi, Chairman & Managing Director, Mr. Vineet Kumar Thareja, Chief Financial Officer/Company Secretary & Compliance officer were designated as Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

As required under Section 149(7) all the Independent Directors on the Board of the Company have issued their annual declaration stating that they meet all the criteria of independence as required under the Act.

STOCK EXCHANGE LISTING

The Securities of the Company are listed with the Bombay Stock Exchange.

COMMITTEES OF THE COMPANY

A. AUDIT COMMITTEE

In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Audit Committee consist of following members as on 31st March, 2023:-

	S. No.	Name of Director	Designation
	1.	Mr. Shashi Kant Ranjan	Non-Executive- Independent Director, Chairperson
	2.	Ms. Aditee Modi	Non-Executive - Non-Independent Director, Member
	3.	Ms. Kavita Rani	Non-Executive- Independent Director, Member
	4.	Mr. Nitesh Kumar	Non-Executive- Independent Director, Member

The said Committee met on 27th May, 2022, 8th August, 2022, 14th November, 2022, and 13th February, 2023.

During the Financial Year 2022-23, there was no change in the Composition of the Audit Committee of the Company.

There were no occasions during the year where the Board of Directors did not accept the recommendations of the Audit Committee. Further, as on date, the composition of Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

B. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178(1) and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as on 31st March, 2023, the Nomination & Remuneration Committee consist of three Directors out of which two are

Independent Director and one is Non-Executive Director. Mr. Shashi Kant Ranjan is the Chairman, Ms. Kavita Rani and Mrs. Aditee Modi are members of the said Committee.

The said Committee held on 8th August 2022.

During the Financial Year 2022-23, there was no change in the Composition of the Nomination and Remuneration Committee of the Company.

The said Committee laid down the Policy on Remuneration stating therein the positive attributes required for the Managing Director, Independent Directors and Key Managerial Personnel. The said policy also states the modus operandi for determining the remuneration to the above said personnel. The Policy on remuneration of the Company can be viewed on the Company''s website www.modipon.net. Further, as on date the composition of Nomination and Remuneration Committee is in compliance with Section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In compliance with Section 178(5) and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as on 31st March, 2023, the stakeholder''s relationship committee consist of three Directors out of which two are Independent Director and one is Non-executive Director. Mr. Shashi Kant Ranjan is the Chairman, Ms. Kavita Rani and Mrs. Aditee Modi are members of the said Committee.

The said Committee met on 13th February 2023.

During the Financial Year 2022-23, there was no change in the Composition of the Stakeholder Relationship Committee of the Company.

Further, as on date, the composition of Stakeholders Relationship Committee is in compliance with Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

D. RISK MANAGEMENT COMMITTEE

The Company has also constituted a Risk Management Committee consisting of Mr. Manish Modi as Chairman and Mrs. Aditee Modi and Mr. Shashi Kant Ranjan as members and Mr. Vineet Kumar Thareja is the Secretary of the Committee.

The said Committee laid down the Policy on Risk Management stating therein the objectives and purpose of the said policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving those risks which are material in nature and are associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on material risk related issues.

RISK MANAGEMENT POLICY

The Risk Management Policy of the Company can be viewed on the Company''s website www.modipon.net.

VIGIL MECHANISM

In compliance with Section 177 (9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015, the Company has framed a whistleblower policy which can be viewed on Company''s website www.modipon.net. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report on alleged wrongdoings.

EXPORTS

On account of closure of the manufacturing operations of the Company, there has not been any export during the financial yea. The FOB value of exports during the previous financial year was nil.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company www.modipon.net.

INTERNAL FINANCIAL CONTROL

The Company has managed its own the internal accounts of the Company due to acute business losses since last several years and there was no revenue from operation to the company.

NOMINATION & REMUNERATION POLICY

Nomination & Remuneration Policy of the company, as formulated and approved by Nomination and Remuneration Committee in its meeting held on 1st August, 2015, governs Directors'' appointment including criteria for determining their qualifications, positive attributes, their independence and remuneration for the Directors, KMPs and other employees. The Nomination and Remuneration Policy is posted on Company''s website www.modipon.net.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of loan(s), guarantee and investments are given in the notes to Financial Statements.

AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES:

During the year under review, the Company has not transferred any money towards General Reserve.

PERSONNEL

Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable on listed companies.

The Company has 4 (Four) No. of employees and out of which two are on retainership as on March 31, 2023.

Subsequent to the closure of the Manufacturing Operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/employees (other than 5 workmen who have not yet collected their payment) have been paid. These 5 ex-workmen/employees had approached DRT-II, New Delhi seeking order for payment of dues in excess of the legal dues as paid to the other workmen/employees. Hon''ble DRT had directed them to approach the Labour Commissioner for adjudication of their dues. None has approached the Labour Commissioner as directed by DRT. However, as directed by DRT, the Company had deposited Rs. 27 Lacs the amount payable to them with DRT which in the absence of any claim by these workmen, has been released by DRT to PNB. Recently, Deputy Labour Commissioner has passed its detailed order dated September 8, 2022 and submitted its detailed Order with the Special Secretary, Industrial Department, Lucknow as part of land issue matter which was pending before the Industrial Department since 2019. In the aforesaid order, the total dues to be paid to worker is Rs. 21,74,758 only against the alleged dues of Rs. 2,84,75,199. In Compliance of the aforesaid order dated 08.09.2022, Company has duly deposited Rs. 21,74,758 through Cheques in the name of each workmen as mentioned in the detailed Order. The aforesaid order was challenged by the workers before Hon''ble High Court of Allahabad which is pending for hearing.

Details as required pursuant to MCA Notification G.S.R. 646(E) dated 30th June, 2016 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee was in receipt of remuneration of Rs. One Crore and Two Lacs or more per year throughout the year or Rs. Eight Lacs and Fifty Thousand per month for the part of the year.

Further, none of the employees holds by himself or along with his spouse and dependent children, not less than 2% of equity shares of the Company.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

Particulars about Key Managerial Personnel

a. Pursuant to the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information required to be disclosed by every Listed Companies in its Board Report are as follows:-

Name of Director/ KMP and Designation	Remuneration of Directors/ KMPs for FY 2022-23	% increase in remuneration in FY 2021-22	Ratio of Remuneration to the median remuneration of employee
Mr. Manish Modi - Chairman & Managing Director
Mr. Vineet Kumar Thareja -Company Secretary & CFO	17,99,996	17,99,996

* Remuneration paid to him includes bonus and excludes Travelling expenses etc.

b. The Median remuneration (based on salary) of employees of the Company during the financial year 2022-23 was Rs. 2,30,000/-.

c. The percentage increase in the median remuneration (based on salary) of employees in the financial year 2022-23 was NIL. As the total salary has been paid same as compared to the previous year.

d. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Since Company is a non-operational company and in view of losses, nominal increase was made in the managerial remuneration while the remuneration of Managing Director is NIL.

e. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

FIXED DEPOSITS

At the beginning of the financial year, the balance on account of Fixed Deposits accepted from the Public and Members stood at Rs. Nil. There was no deposit liable to be transferred to the credit of Investors'' Education and Protection Fund.

The Company has not accepted any deposits during the year as envisaged under Sections 73, 74 & 76 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial performance of the Company occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

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

In view of the permanent closure of the Manufacturing Operations, provisions relating to furnishing of the details of

(i) Conservation of Energy, (ii) Research & Development and Technology Absorption and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

AUDITORS AND AUDIT REPORT

M/s B.M. Chatrath & Co. LLP, Chartered Accountants, Noida (Firm Regn. No.E300025) were Appointed as the statutory auditors for a further period of Five (5) years in the Annual General Meeting held on 27th September, 2021. The requirement for ratification of appointment of Auditors by Members at each Annual General Meeting has been omitted as per Section 40 of the Companies (Amendment) Act, 2017 (notified on May 7, 2018).

With reference to the qualifications contained in the Auditors'' Report, the Directors wish to state that the Notes on Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

In view of permanent closure of operations, the Company had applied for exemption from the requirement of Cost Audit. Accordingly, appointment of Cost Auditor is not envisaged.

Reporting of frauds:

There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that in view of the permanent closure of the Manufacturing Operations of the Company, the Directors had not prepared the Annual Accounts on a going concern basis.

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

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

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return of the Company for the FY 2022-23 is available on the website of the Company i.e. www.modipon.net and can accessed through link http://www. modipon.net/corporate-filings/.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed Mr. Ranjeet Kumar Verma, M/s. Ranjeet Verma & Associates, Practicing Company Secretary (FCS No. 6814, CP No.7463) of Vaishali (Ghaziabad) as Secretarial Auditors of the Company for the period from 1st April, 2022 to 31st March, 2023.

M/s. Ranjeet Verma & Associates have submitted their Secretarial Audit Report and have issued their certificate as per the prescribed format in MR-3 to the shareholders of the Company, which is annexed to this Report as Annexure -1. They have confirmed that the Company has proper board processes, a compliance mechanism in place and has also complied with the relevant statutes, rules and regulations applicable to the Company. They have also confirmed that the Company has complied with the necessary secretarial standards, as applicable.

For the Financial Year 2023-24 also Company has appointed of M/s. Ranjeet Verma & Associates, Vaishali (Ghaziabad) as Secretarial Auditors of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/courts/tribunals that could impact the Company''s operations in future, except the pendency of litigation before the UP Government, High Court and Supreme Court.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions and the said policy can be accessed on Company''s website www.modipon.net.

No contracts or arrangements has been entered with related party in the context of Section 188 of the Companies Act, 2013 during the year under review. Further, the details of other related party transaction as approved by the audit committee and board of directors of the Company entered during the financial year 2022-23 forms part of the notes to financial statements.

FORMAL ANNUAL EVALUATION

As required under Section 134(2) (p) of the Companies Act, 2013 read with Regulation 17 and 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved the evaluation criteria as recommended by the Nomination and Remuneration Committee for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies Act, 2013 read with Regulation 17 and 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors evaluated performance of the non-independent Directors and the Board as a whole. They also reviewed the performance of the Chairman of the Company and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

Also, as required, the Board assessed the performance of the Independent Directors as per the criteria laid down and have recommended their continuation on the Board of the Company.

The Board of Directors assessed the performance of the individual Directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, governance standards, knowledge of business, processes and procedures followed, openness of

discussion/integrity, relationship with management, impact on key management decisions etc. The members of the Committee of Audit, Nomination & Remuneration and Stakeholders Relationship were also assessed on the above parameters and also in the context of the Committee''s effectiveness vis-a-vis the Act and the listing requirements.

Disclosure on confirmation with the Secretarial Standards:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Statutory Auditors'' Certificate thereon are annexed hereto and forms part of this Report. The Management Discussion and Analysis Report are annexed hereto and forms part of this Report.

The Company has also adopted the mandatory policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Employees have been sensitized on the provisions of this enactment and the Company has also constituted an internal complaints committee with effect from 28th May, 2015 to deal with complaints, if any, under the said Act. There was no complaint received during the year to report.

ADEQUACY OF INTERNAL CONTROLS

Your Company has in place adequate internal control systems combined with delegation of powers and periodic review of the process. The control system is also supported by internal audits and management reviews with documented policies and procedures.

ISSUE OF SHARES

During the year under review, the Company has not issued any Sweat equity shares or shares with differential rights or under Employee Stock Option Scheme nor did it buy-back any of its shares.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013.

APPRECIATION

Your Directors would like to express their sincere appreciation to the various Departments of the Central and State Governments, UPSIDA and Investors for their continued valuable support and assistance. Your directors also wish to thank all the Officers and Staff of the Company at all levels for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board,

Place: New Delhi (Manish Modi) (Aditee Modi)

Dated: 11th August 2023 Managing Director Director

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Mar 31, 2018

To the Shareholders,

The Directors have pleasure in presenting the 51st Annual Report with Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

FINANCIALHIGHLIGHTS	2017-18 $ Lacs	2016-17 $ Lacs
Turnover	-	-
Other Income	21.42	1.79
Gross Profit (Loss) before Dep.	(518.87)	(487.92)
Depreciation	1.36	1.27
Profit/(Loss) after Depreciation	(520.23)	(489.19)
Add/(Less) Exceptional Income/ (Losses)	61.17	271.87
Profit/ (Loss) before Tax	(459.06)	(217.32)
Less/ (Add) :
Provision for Taxation- Fringe Benefit Tax	-	-
Extra Ordinary item Taxes for earlier Year	-	-
Net Profit/(Loss) after Tax	(459.06)	(217.32)

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the factory of the Company had been permanently closed down after seeking requisite permission from Government of Uttar Pradesh under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring other possibilities so as to have optimal utilization of its real estate and other business activity.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Subsequent to the date of financial statements, Punjab National Bank has initiated the proceedings against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the NCLT, Allahabad Bench and other proceedings before DRT-II and Recovery Officer, DRT-II, New Delhi.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its Endeavour to rehabilitate the Company and to tap its resources to augment finances so as to be able to liquidate its huge liabilities and to utilize the surplus for taking up new business activity in the Company, as authorized by the Memorandum of Association of the Company, the Board of Directors of the Company has taken on record some new projects along with the real estate business. The Company proposes to commence new project at an opportune time.

BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the period from 1^st April, 2017 to 31^st March, 2018. The Directors met on 12^th May, 2017, 20^th July, 2017, 14^th August, 2017, 30^th August, 2017, 14^th November, 2017, 27^th December, 2017 and 07^th February, 2018.

DIVIDEND

In view of the Losses suffered by the Company in the past, your Directors are unable to recommend any Dividend on Equity Share Capital.

OPERATIONS

During the year under review, the Company had not earned any revenue from the operations and has reported a loss after tax of Rs. (459.06) lacs after taking into account exceptional income.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company at present has six members. After the last Annual General Meeting of the Company during the year there has been certain change in the Board of Directors of the Company.

S. No	Name of Director	Category	Date of Appointment/ Cessation
1.	MR. SHASHI KANT RANJAN	INDEPENDENT DIRECTOR	APPOINTED ON 27.12.2017
2.	MR. HEMANT KUMAR SINGH	INDEPENDENT DIRECTOR	RESIGNED ON 28.09.2017

Mr. Shashi Kant Ranjan was appointed as the Additional Director w.e.f. 27^th December, 2017 by the Board of Directors. Further in the meeting of Board of Directors held on July 18, 2018, the Board has given their consent for regularization of his appointment as Independent Director subject to approval of shareholders at this Annual General Meeting. The terms of appointment of Mr. Shashi Kant Ranjan were issued by the Managing Director of the Company and are available for viewing on the website of the Company viz. www.modipon.net.

Mr. Manish Kumar Modi was appointed as the Managing Director of the Company w.e.f. 01^st June, 2013 for a period of 5 years and his tenure completed on May 31, 2018. Accordingly, Mr. Manish Kumar Modi has offered himself for reappointment as Managing Director for a further period of 5 years. The reappointment of Mr. Manish Kumar Modi including the terms and conditions and remuneration has also been considered and recommended by the Nomination and Remuneration Committee and the approval of the Board was also obtained in the meeting dated May 28, 2018. Now the same has been put forward for approval of shareholders in this Annual General Meeting. And thereafter an application will be made to Central Government for their approval in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013 as the status of Mr. Manish Kumar Modi has been changed from Resident to Non Resident of India.

KEY MANAGERIAL PERSONNEL

In pursuance of requirement of Section 203 of the Companies Act, 2013, Mr. Manish K. Modi, Managing Director, Mr. Vineet Kumar Thareja, Company Secretary & Compliance Officer and Mr. Vikas Bhatia, Chief Financial Officer were designated as Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

As required under Section 149(7) all the Independent Directors on the Board of the Company have issued their annual declaration stating that they meet all the criteria of independence as required under the Act.

STOCK EXCHANGE LISTING

The Securities of the Company are listed with the Bombay Stock Exchange.

COMMITTEES OF THE COMPANY

A. AUDIT COMMITTEE

In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, an Audit Committee consisting of three Independent Directors and one Non-executive Director has been reconstituted during the year 2017-18. Mr. Shashi Kant Ranjan is the Chairman of the said Committee with Mr. Vivek Gupta, Dr. M. K. Modi and Mr. Ranvir Prasad, being other members of the said Committee. The said Committee met on 12^th May, 2017, 14^th August, 2017, 30^th August, 2017, 14^th November, 2017 and 07^th February, 2018.

There were no occasions during the year where the Board of Directors did not accept the recommendations of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178(1) and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has reconstituted the Nomination & Remuneration Committee during the year 2017-18. The Nomination & Remuneration Committee consist of two Independent Directors and one Non-executive Directors. Mr. Vivek Gupta is the Chairman of the said Committee with Dr. M.K. Modi and Mr. Shashi Kant Ranjan as Members of the Committee.-

The said Committee met on 20^th July, 2017, 27^th December, 2017 and 07^th February, 2018.

The said Committee laid down the Policy on Remuneration stating therein the positive attributes required for the Managing Director, Independent Directors and Key Managerial Personnel. The said policy also states the modus operandi for determining the remuneration to the above said personnel. The Policy on remuneration of the Company can be viewed on the Company’s website www.modipon.net.

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

In compliance with Section 178(5) of the Companies Act, 2013, the Company has reconstituted the Stakeholders’ Relationship Committee during the year 2017-18. The Stakeholders’ Relationship Committee consist of three members. Dr. M. K. Modi is the Chairman of the said Committee with Mrs. Aditee Modi and Mr. Shashi Kant Ranjan as Members of the Committee.

The said Committee met on 07^th February, 2018.

D. RISK MANAGEMENT COMMITTEE

The Company has also constituted a Risk Management Committee consisting of three members. Dr. M. K. Modi is the Chairman of the said Committee with Mr. Vivek Gupta and Mrs. Aditee Modi as Members of the Committee.-

The said Committee laid down the Policy on Risk Management stating therein the objectives and purpose of the said policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving those risks which are material in nature and are associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on material risk related issues.

RISK MANAGEMENT POLICY

The Risk Management Policy of the Company can be viewed on the Company’s website www.modipon.net.

VIGIL MECHANISM

In compliance with Section 177 (9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015, the Company has framed a whistleblower policy which can be viewed on Company’s website www.modipon.net. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report on alleged wrongdoings.

EXPORTS

On account of closure of the manufacturing operations of the Company, there has not been any export during the year. The FOB value of exports during the previous financial year was nil.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company www.modipon.net.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness was observed. Even though the Company has in place adequate internal audit system which is commensurate with the operations of the Company, the testing and evaluation of internal financial control over financial reporting as mentioned in the guidance note of the Institute of Chartered Accountants of India is yet to be undertaken.

During the year, the Company could not appoint an Internal Auditor because of acute financial position and closure of operations of the Company.

NOMINATION & REMUNERATION POLICY

Nomination & Remuneration Policy of the company, as formulated and approved by Nomination and Remuneration Committee in its meeting held on 1^st August, 2015, governs Directors’ appointment including criteria for determining their qualifications, positive attributes, their independence and remuneration for the Directors, KMPs and other employees. The Nomination and Remuneration Policy is posted on Company’s website www.modipon.net.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of loan(s), guarantee and investments are given in the notes to Financial Statements.

AMOUNT, IF ANY, PROPOSED TO BE TRANSFERRED TO RESERVES

During the year under review, the Company has not transferred any money towards General Reserve.

PERSONNEL

Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable on listed companies.

The Company has 6 (Six) No. of employee as on 31.03.2018.

Subsequent to the closure of the Manufacturing Operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/employees (other than 5 workmen who have not yet collected their payment) have been paid. These 5 ex-workmen/employees had approached DRT-II, New Delhi seeking order for payment of dues in excess of the legal dues as paid to the other workmen/ employees. Hon’ble DRT had directed them to approach the Labour Commissioner for adjudication of their dues. None has approached the Labour Commissioner as directed by DRT. However, as directed by DRT, the Company had deposited the amount payable to them with DRT which in the absence of any claim by these workmen, has been released by DRT to PNB.

Details as required pursuant to MCA Notification G.S.R. 646(E) dated 30^th June, 2016 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee was in receipt of remuneration of Rs. One Crore and Two Lacs or more per year throughout the year or Rs. Eight Lacs and Fifty Thousand per month for the part of the year.

Further, none of the employees holds by himself or along with his spouse and dependent children, not less than 2% of equity shares of the Company.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

Particulars about Key Managerial Personnel

a. Pursuant to the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information required to be disclosed by every Listed Companies in its Board Report are as follows:-

Name of Director/ KMP and Designation	Remuneration of Directors/ KMPs for FY 2017-18	% age increase in remuneration in FY 2017-18	Ratio of Remuneration to the median remuneration of employee
Mr. Manish Kumar Modi - Managing Director*	$ 18,76,000	NIL	2.76*
Mr. Vineet Kumar Thareja - Company Secretary **	$ 8,70,000	N.A.**	1.28
Mr. Vikas Bhatia -Chief Financial Officer***	$ 21,00,000	N.A.***	3.09

* The remuneration is within permissible limits as approved by MCA.

** Remuneration paid to him includes Medical Reimbursement.

*** Appointed also as CFO (KMP) w.e.f. 20.07.2017, remuneration taken as above is for a period of (9) Nine Months.

b. The Median remuneration (based on salary) of employees of the Company during the financial year 2017-18 was $ 6,80,000/-.

c. The percentage increase in the median remuneration (based on salary) of employees in the financial year 2017-18 was 6%.

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Since Company is a non-operational company and in view of losses, nominal increase was made in the managerial remuneration while no increase is approved by the MCA in the remuneration of Managing Director.

e. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

FIXED DEPOSITS

At the beginning of the financial year, the balance on account of Fixed Deposits accepted from the Public and Members stood at Rs. Nil. There was no deposit liable to be transferred to the credit of Investors’ Education and Protection Fund.

The Company has not accepted any deposits during the year as envisaged under Sections 73, 74 & 76 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial performance of the Company occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

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

In view of the permanent closure of the Manufacturing Operations, provisions relating to furnishing of the details of (i) Conservation of Energy, (ii) Research & Development and Technology Absorption and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

AUDITORS AND AUDIT REPORT

M/s B.M. Chatrath & Co., Chartered Accountants, Noida (Firm Regn. No.301011E) were Appointed as the statutory auditors for a period of Five (5) years in the Annual General Meeting held on 30^th September, 2016. The requirement for ratification of appointment of Auditors by Members at each Annual General Meeting has been omitted as per Section 40 of the Companies (Amendment) Act, 2017 (notified on May 7, 2018).

With reference to the qualifications contained in the Auditors’ Report, the Directors wish to state that the Notes on Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

In view of permanent closure of operations, the Company had applied for exemption from the requirement of Cost Audit. Accordingly, appointment of Cost Auditor is not envisaged.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that in view of the permanent closure of the Manufacturing Operations of the Company, the Directors had not prepared the Annual Accounts on a going concern basis.

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

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

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return of the Company made up as at the end of the Financial Year i.e. 31^st March, 2018 is attached by way of Annexure - 1 in Form MGT-9 to this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Ranjeet Verma & Associates., Practicing Company Secretary (FCS No. 6814, CP No.7463) of New Delhi as Secretarial Auditors of the Company for the period from 1^st April, 2017 to 31^st March, 2018.

M/s. Ranjeet Verma & Associates, have submitted their Secretarial Audit Report and have issued their certificate as per the prescribed format in MR-3 to the shareholders of the Company, which is annexed to this Report as Annexure -2. They have confirmed that the Company has proper board processes, a compliance mechanism in place and has also complied with the relevant statutes, rules and regulations applicable to the Company. They have also confirmed that the Company has complied with the necessary secretarial standards, as applicable.

For the Financial Year 2018-19 also Company has appointed M/s. Ranjeet Verma & Associates, Vaishali (Ghaziabad) as Secretarial Auditors of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/courts/tribunals that could impact the Company’s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, the Company has not made any loan to any third party as envisaged under Section 186 of the Companies Act, 2013.

The Company has not given any guarantee during the year.

RELATED PARTY TRANSACTIONS

As required under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, the Company places before the Audit Committee the list of related parties with whom arrangements have been made for sharing of expenses of maintaining of Office and transactions of loan etc. The Audit Committee accords its omnibus approval for such related party transactions on an annual basis. The updates on the transactions with the related parties are placed before the audit committee on a quarterly basis. The details are also placed before the Board of Directors for its information.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on related party transactions and the same was approved by the Audit Committee and the Board of Directors. The said policy has been uploaded on Company’s website www. modipon.net.

No related party transaction in the context of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 has been entered during the year under review. Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act, Form no. AOC-2 showing NIL details of related party transactions for the Financial Year 2017-18, is enclosed as Annexure - 3.

FORMAL ANNUAL EVALUATION

As required under Section 134 (p) of the Companies Act, 2013 read with Regulation 17 and 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies Act, 2013 read with Regulation 17 and 19 and part D of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors evaluated performance of the non-independent Directors and the Board as a whole. They also reviewed the performance of the Chairman of the Company and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

Also, as required, the Board assessed the performance of the Independent Directors as per the criteria laid down and have recommended their continuation on the Board of the Company.

The Board of Directors assessed the performance of the individual Directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, governance standards, knowledge of business, processes and procedures followed, openness of discussion/integrity, relationship with management, impact on key management decisions etc. The members of the Committee of Audit, Nomination & Remuneration and Stakeholders Relationship were also assessed on the above parameters and also in the context of the Committee’s effectiveness vis-a-vis the Act and the listing requirements.

DISCLOSUREONCONFIRMATIONWITHTHE SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Statutory Auditors’ Certificate thereon are annexed hereto and forms part of this Report. The Management Discussion and Analysis Report are annexed hereto and forms part of this Report.

The Company has also adopted the mandatory policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Employees have been sensitized on the provisions of this enactment and the Company has also constituted an internal complaints committee with effect from 28^th May, 2015 to deal with complaints, if any, under the said Act. There was no complaint received during the year to report.

ADEQUACY OF INTERNAL CONTROLS

Your Company has in place adequate internal control systems combined with delegation of powers and periodic review of the process. The control system is also supported by internal audits and management reviews with documented policies and procedures.

ISSUE OF SHARES

During the year under review, the Company has not issued any Sweat equity shares or shares with differential rights or under Employee Stock Option Scheme nor did it buy-back any of its shares.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013.

APPRECIATION

Your Directors would like to express their sincere appreciation to the various Departments of the Central and State Governments, UPSIDC’s directors and Investors for their continued valuable support and assistance. Your Directors also wish to thank all the Officers and Staff of the Company at all levels for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board,

Place : New Delhi (Manish K. Modi) (M. K. Modi)

Dated : 18^th July, 2018 Managing Director Chairman

---

Mar 31, 2016

DIRECTORS'' REPORT

To the Shareholders,

The Directors have pleasure in presenting the 49th Annual Report with Audited Financial Statements for the financial year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

	2015-16 Rs, Lacs	2014-15 Rs,Lacs
Turnover	-	-
Other Income	325.18	28.14
Gross Profit (Loss)	(242.69)	(732.93)
Depreciation	0.62	0.39
Profit/(Loss) after Depreciation	(243.31)	(733.32)
Add/(Less) Exceptional Income/ (Losses)	815.38	485.69
Profit/(Loss) before Tax	572.07	(247.63)
Less/(Add) :
Provision for Taxation- Fringe Benefit Tax	-	-
Extra Ordinary item Taxes for earlier years	64.99	-
Net Profity(Loss) after Tax	637.06	(247.63)

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the industrial undertaking of the Company had been permanently closed down after seeking requisite permission from Government of Uttar Pradesh under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring other possibilities so as to have optimal utilization of its real estate and other business activity.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Subsequent to the date of financial statements, Punjab National Bank has been considering assignment of the residual dues of the company to an Asset Reconstruction Company.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its Endeavour to rehabilitate the Company and to tap its resources to augment finances so as to be able to liquidate its huge liabilities and to utilize the surplus for taking up new business activity in the Company, as authorized by the Memorandum of Association of the Company, the Board of Directors of the Company had approved to commence Real Estate business. The Company proposes to commence Real Estate business at an opportune time.

BOARD MEETINGS

The Board of Directors met 4 times during the period of 12 months from 1st April, 2015 to 31st March, 2016. The Directors met on 28th May, 2015, 1st August, 2015, 10th November, 2015, and 12th February, 2016.

DIVIDEND

In view of the Losses suffered by the Company in the past, your Directors are unable to recommend any Dividend on Equity and Preference Share Capital.

OPERATIONS

During the year under review, the Company registered total revenue of Rs. 325.18 lacs from sale of old stocks etc. and has incurred a Loss after tax of Rs. 637.06 lacs after taking into account exceptional income.

PREFERENTIAL ISSUE OF SHARES

To clear the settled OTS dues of Punjab National Bank, the Company had availed a loan from M/s Modi Intercontinental P. Ltd. (a related party). The loan was repayable within one year. However, the Company could not repay the loan as yet. Therefore, the Company proposes to make a preferential allotment of 37,38,632 equity shares of the Company at a rate to be worked out as per SEBI Regulations to discharge the loan liability of Modi Intercontinental P. Ltd.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company at present has six members. After the last Annual General Meeting of the Company during the year there has been no change in the Board of Directors.

Mr. Manish K. Modi is the Managing Director of the Company. He was appointed for a period of five years with effect from 1st June, 2013 and the appointment as Managing Director was duly approved by the Central Government for a period of five years.

In order to comply with the requirement of Section 149(4) & (5) of the Companies Act, 2013, two Independent Directors were appointed by the members at the AGM of the Company held on 30.09.2014 for a period of five years. The terms of appointment of these Independent Directors were issued by the Managing Director of the Company. The above referred terms & conditions of the letter are available for viewing on the website of the Company viz. www.modipon.net.

KEY MANAGERIAL PERSONNEL

In pursuance of requirement of Section 203 of the Companies Act, 2013, Mr. Manish K. Modi, Managing Director, Mr. A.K. Goel, Company Secretary and Mr. Narayan C. Rout, Chief Financial Officer were designated as Key Managerial personnel of the Company. Mr. Sushil Kumar Gupta the CFO appointed earlier had resigned from the service of the Company in December, 2015. The Board appointed Mr. Narayan Chandra Rout as Chief Financial Officer w.e.f. 1st June, 2016. Form DIR-12 in this regard was filed with the Registrar of Companies on 26.07.2016 vide SRN G08022451.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

As required under Section 149(7) all the Independent Directors on the Board of the Company have issued their annual declaration stating that they meet all the criteria of independence as required under the Act.

STOCK EXCHANGE LISTING

The Securities of the Company are listed with the Bombay Stock Exchange. COMMITTEES OF The COMPANY

A. AUDIT COMMITTEE

In compliance with Section 177 of the Companies Act, 2013 and Clause 49 (III) of the Listing Agreement, an Audit Committee consisting of two Independent Directors and two Non-executive Director has been constituted. Mr. Gaurav Sekhri is the Chairman of the said Committee with Mr. Vivek Gupta, Dr. M. K. Modi and Mr.Manoj Singh, being other members of the said Committee. The said Committee met on 28th May, 2015, 1st August, 2015, 10th November, 2015, and 12th February, 2016.

There were no occasions during the year where the Board of Directors did not accept the recommendations of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178(4) and Clause 49(IV) of the Listing Agreement, the Company has constituted a Nomination & Remuneration Committee consisting of two Independent Directors and two Non-executive Directors. Mr. Gaurav Sekhri is the Chairman of the said Committee with Mr. Vivek Gupta, Dr. M.K. Modi and Mr.Manoj Singh as Members of the Committee.-

The said Committee met on 1st August, 2015.

The said Committee laid down the policy on Remuneration stating therein the positive attributes required for the Managing Director, Independent Directors and Key Managerial personnel. The said policy also states the modus operandi for determining the remuneration to the above said personnel. The policy on remuneration of the Company can be viewed on the Company''s website www.modipon.net.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

In compliance with Section 178(5) of the Companies Act, 2013, the Company has a Stakeholders'' Relationship Committee consisting of three members. Dr. M. K. Modi is the Chairman of the said Committee with Mrs.Aditee Modi and Gaurav sekhri as Members of the Committee.

The said Committee met on 12th February, 2016.

D. RISK MANAGEMENT COMMITTEE

In compliance with the requirement of Clause 49 of the Listing Agreement, the Company has also constituted a Risk Management Committee consisting of three members. Dr. M. K. Modi is the Chairman of the said Committee with Mr. Vivek Gupta and Mrs. Aditee Modi as Members of the Committee.-

The said Committee met on 12th February, 2016.

The said Committee laid down the policy on Risk Management stating therein the objectives and purpose of the said policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving those risks which are material in nature and are associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on material risk related issues.

RISK MANAGEMENT POLICY

The Risk Management policy of the Company can be viewed on the Company''s website www.modipon.net.

VIGIL MECHANISM

In compliance with Section 177 (9) of the Companies Act, 2013 and Clause 49 (VIII) (H) (2) of the Listing Agreement, the Company has set up a whistleblower policy which can be viewed on Company''s website www.modipon,net. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report on alleged wrongdoings.

EXPORTS

on account of closure of the manufacturing operations of the Company, there has not been any export during the year. The FOB value of exports during the previous financial year was nil.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company www.modipon.net.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness was observed by the internal auditor of the Company. Even though the Company has in place adequate internal audit system which is commensurate with the operations of the Company, the testing and evaluation of internal financial control over financial reporting as mentioned in the guidance note of the Institute of Chartered Accountants of India is yet to be undertaken.

NOMINATION & REMUNERATION POLICY:

Nomination & Remuneration policy of the company, as formulated and approved by Nomination and Remuneration Committee in its meeting held on 1st August, 2015, governs Directors'' appointment including criteria for determining their qualifications, positive attributes, their independence and remuneration for the Directors, KMps and other employees. The Nomination and Remuneration policy is posted on Company''s website www.modipon.net.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan(s), guarantee and investments are given in the notes to Financial Statements.

PERSONNEL:

Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is applicable on listed companies.

The Company had only 1 employee as on 31.03.2016.

Subsequent to the closure of the Manufacturing Operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/employees (other than 5 workmen who have not yet collected their payment) have been paid. These 5 ex-workmen/employees had approached DRT-II, New Delhi seeking order for payment of dues in excess of the legal dues as paid to the other workmen/employees. Hon''ble DRT had directed them to approach the Labour Commissioner for adjudication of their dues. None has approached the Labour Commissioner as directed by DRT. However, as directed by DRT, the Company had deposited the amount payable to them with DRT which in the absence of any claim by these workmen, has been released by DRT to PNB.

Details as required pursuant to MCA Notification G.S.R. 646(E) dated 30th June, 2016 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee was in receipt of remuneration of Rs. One Crore and Two Lacs or more per year throughout the year or Rs. Eight Lacs and Fifty Thousand per month for the part of the year.

Further, none of the employees holds by himself or along with his spouse and dependent children, not less than 2% of equity shares of the Company.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

Particulars about Key Managerial Personnel

a. Pursuant to the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information required to be disclosed by every Listed Companies in its Board Report are as follows:-

Name of Director/ KMP and Designation	Remuneration of Directors/ KMPs for FY 2015-16	% age increase in remuneration in FY 2015-16	Ratio of Remuneration to the median remuneration of employee	Comparison of the remuneration of the KMP against the performance of the company
Mr. Manish Kumar Modi - Managing Director*	Rs. 18,76,000	NIL	2.95*	The Company earned profit after tax of Rs. 637.06 lacs during 2015-16 as against loss of Rs. 247.63 during 2014-15
Mr. A.K. Goel - Company Secretary **	Rs. 15,72,000	N.A**	2.47
Mr. Sushil Gupta -Chief Financial Officer***	Rs. 5,77,000	N.A***	0.91

* The remuneration are within permissible limits as approved by MCA. There is no increase in remuneration during the year. Ratio calculated on basic salary.

** Appointed also as CS (KMP) w.e.f. 14th August, 2014, remuneration paid to him includes EPF and Medical Reimbursement. During the year an increment of 4% was granted to him as a CS.

*** Appointed also as CFO (KMP) w.e.f. 14th August, 2014, remuneration taken as above is for a period of 9 months. No increase was granted to him as a CFO.

b. The Median remuneration (based on basic salary) of employees of the Company during the financial year 2015-16 was Rs. 6,36,000/-.

c. The percentage increase in the median remuneration (based on basic salary) of employees in the financial year 2015-16 was 4%.

d. Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Company''s shares are not being regularly and actively traded since long in the stock exchange where the shares are listed hence no details are available.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Since Company is a non-operational company and in view of losses, nominal increase was made in the managerial remuneration while no increase is approved by the MCA in the remuneration of Managing Director.

f. The key parameters for any variable component of remuneration availed by the directors: No variable component of remuneration was availed by the Directors of the Company.

g. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

The highest paid Director in the Company is Mr. Manish Kumar Modi with annual remuneration of Rs. 18 Lac as per Shareholders'' approval. There is no employee receiving remuneration in excess of the Director.

h. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

FIXED DEPOSITS

At the beginning of the financial year, the balance on account of Fixed Deposits accepted from the Public and Members stood at Rs. Nil. There was no deposit liable to be transferred to the credit of Investors'' Education and Protection Fund.

The Company has not accepted any deposits during the year as envisaged under Sections 73, 74 & 76 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the permanent closure of the Manufacturing Operations, provisions relating to furnishing of the details of (i) Conservation of Energy, (ii) Research & Development and Technology Absorption and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

After the last Annual General Meeting of the Company during the year there has been no change in the Board of Directors.

AUDITORS AND AUDIT REPORT

At the last Annual General Meeting, M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi (Firm Regn. No.001478N/ N500005) were appointed as Statutory Auditors of the Company for a term of five years i.e. from the conclusion of 47th Annual General Meeting until the conclusion of the 52nd Annual General Meeting of the Company at a fee of Rs. 2,00,000/- plus applicable Service Tax etc. M/s S.R. Dinodia & Co., Chartered Accountants have, vide their letter dated 5th August, 2016, conveyed their unwillingness to continue as Auditors of the Company for the next year due to professional pre-occupation.

The Board of Directors have accordingly appointed M/s B.M. Chatrath & Co., Chartered Accountants, Noida (Firm Regn. No. 301011E) as Company''s auditors to hold office until the conclusion of the Fifty Fourth Annual General Meeting.

With reference to the qualifications contained in the Auditors'' Report, the Directors wish to state that the Notes on Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

In view of permanent closure of operations, the Company had applied for exemption from the requirement of Cost Audit. Accordingly, appointment of Cost Auditor is not envisaged.

DIRECTORS'' RESPONSIBILITY STATEMENT

pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that in view of the permanent closure of the Manufacturing Operations of the Company, the Directors had not prepared the Annual Accounts on a going concern basis.

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

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

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

EXTRACT OF THE ANNUAL RETURN

pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return of the Company made up as at the end of the Financial Year i.e. 31st March, 2016 is attached by way of Annexure - 1 in Form MGT-9 to this report.

SECRETARIAL AUDIT

pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under,, the Company had appointed M/s. Ranjeet Verma & Associates., practicing Company Secretary (FCS No. 6814, Cp No.7463) of New Delhi as Secretarial Auditors of the Company for the period from 1st April, 2015 to 31st March, 2016.

M/s. Ranjeet Verma & Associates., have submitted their Secretarial Audit Report and have issued their certificate as per the prescribed format in MR-3 to the shareholders of the Company, which is annexed to this Report as Annexure -2. They have confirmed that the Company has proper board processes, a compliance mechanism in place and has also complied with the relevant statutes, rules and regulations applicable to the Company. They have also confirmed that the Company has complied with the necessary secretarial standards, as applicable.

For the Financial Year 2016-17 also Company has appointed M/s. Ranjeet Verma & Associates, Vaishali (Ghaziabad) as Secretarial Auditors of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/courts/tribunals that could impact the Company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, the Company has not made any loan to any third party as envisaged under Section 186 of the Companies Act, 2013.

The Company has not given any guarantee during the year.

RELATED PARTY TRANSACTIONS

As required under Section 188 of the Companies Act, 2013 and Clause 49 (VII) & (VIII) of the Listing Agreement, the Company places before the Audit Committee the list of related parties with whom arrangements have been made for sharing of expenses of maintaining of Office and transactions of loan etc. The Audit Committee accords its omnibus approval for such related party transactions on an annual basis. The updates on the transactions with the related parties are placed before the audit committee on a quarterly basis. The details are also placed before the Board of Directors for its information.

As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on related party transactions and the same was approved by the Audit Committee and the Board of Directors. The said policy has been uploaded on Company''s website www.modipon.net.

All the transactions with the related parties entered into during the period under review have been in the ordinary course of business and at arms'' length basis. There have been no material related party transactions entered into during this period which required the approval of the shareholders by way of special resolution. The details of related party transactions pursuant to Clause (h) of sub-section (3) of Section 134 of the Act, is enclosed in form no. AOC 2 as Annexure - 3.

FORMAL ANNUAL EVALUATION

As required under Section 134 (p) of the Companies Act, 2013 and Clause 49 (2) (B) (5) of the Listing Agreement the Board of Directors approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies Act, 2013 and Clause 49 (II) (B) (6) of the Listing Agreement, the Independent Directors evaluated performance of the no independent Directors and the Board as a whole. They also reviewed the performance of the Chairman of the Company and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

Also, as required under Clause 49 of the Listing Agreement, the Board assessed the performance of the Independent Directors as per the criteria laid down and have recommended their continuation on the Board of the Company.

The Board of Directors assessed the performance of the individual Directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, governance standards, knowledge of business, processes and procedures followed, openness of discussion/ integrity, relationship with management, impact on key management decisions etc. The members of the Committee of Audit, Nomination & Remuneration and Stakeholders Relationship were also assessed on the above parameters and also in the context of the Committee''s effectiveness vis-a-vis the Act and the listing requirements.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Statutory Auditors'' Certificate thereon are annexed hereto and forms part of this Report. The Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

The Company has also adopted the mandatory policy on Sexual Harassment of Women at Workplace (prevention, prohibition & Redressal) Act, 2013. Employees have been sensitized on the provisions of this enactment and the Company has also constituted an internal complaints committee with effect from 28th May, 2015 to deal with complaints, if any, under the said Act. There was no complaint received during the year to report.

ADEQUACY OF INTERNAL CONTROLS

Your Company has in place adequate internal control systems combined with delegation of powers and periodic review of the process. The control system is also supported by internal audits and management reviews with documented policies and procedures.

ISSUE OF SHARES

During the year under review, the Company has not issued any SWEAT equity shares or shares with differential rights or under Employee Stock Option Scheme nor did it buy-back any of its shares.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

APPRECIATION

Your Directors would like to express their sincere appreciation to the various Departments of the Central and State Governments, UPSIDC''s nominee directors and Investors for their continued valuable support and assistance. Your Directors also wish to thank all the Officers and Staff of the Company at all levels for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board,

New Delhi (Manish K. Modi) (M. K. Modi)

Dated: 1st September, 2016 Managing Director Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 47th Annual Report with Audited Financial Statements for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

2013-14 2012-13 Rs. Lacs Rs. Lacs

Turnover - -

Other Income 42.31 44.95

Gross Profit (Loss) (77.60) (171.10)

Depreciation 0.03 -

Profit/(Loss)afterDepreciation (77.63) (171.10)

Add/(Less)ExceptionalIncome/(Losses) 339.95 412.72

Profit/(Loss) before Tax 262.32 241.62

Less/(Add):

Provision for Taxation-FringeBenefit Tax - -

Extra Ordinary item - -

Net Profit/(Loss) after Tax 262.32 241.62

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the industrial undertaking of the Company had been permanently closed down after seeking requisite permission from Government of Uttar Pradesh under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring other possibilities so as to have optimal utilization of its real estate and other business activity.

SETTLEMENT WITH BANKS

In its endeavour to arrive at an amicable One Time Settlement of the outstanding dues of the banks, the Company has finalized settlements with Abu Dhabi Commercial Bank, Allahabad Bank, Karnataka Bank and Bank of Baroda whose dues have been duly paid by the assignee of the debts. Recently, Punjab National Bank has also approved One Time Settlement of its dues. The settled dues are being paid by Ashoka Mercantile Limited (AML), a Group MKM Company. Accordingly, instead of the concerned banks, AML is now the secured creditor of the Company. The banks had initiated recovery proceedings under SARFESAI Act, 2002 and have sold the entire movable assets including Plant & Machinery, Stores & Spares and Structures of the Company which had been dismantled and removed. This had enabled the Company to reduce its NPA dues by Rs.33.61 crores. Further, a piece of Land admeasuring 47,815 Sq. Yds. had also been approved to be sold by Debts Recovery Tribunal, New Delhi.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its endeavour to rehabilitate the Company and to tap its resources to augment finances so as to be able to liquidate its huge liabilities and to utilize the surplus for taking up new business activity in the Company, as authorized by the Memorandum of Association of the Company, the Board of Directors of the Company had approved to commence Real Estate business w.e.f. 1st April, 2014. Accordingly, to facilitate carrying on of the real estate business, the land and buildings owned by the Company are proposed to be converted into Stock-in-trade.

DIVIDEND

In view of the Losses suffered by the Company in the past, your Directors are unable to recommend any Dividend on Equity and Preference Share Capital.

OPERATIONS

During the year under review, the Company registered total revenue of Rs. 42.31 lacs from sale of old stocks etc. and has earned a Profit after tax of Rs. 262.32 lacs after taking into account exceptional income.

EXPORTS

On account of closure of the manufacturing operations of the Company, there has not been any export during the year. The FOB value of exports during the previous financial year was nil.

FIXED DEPOSITS

The Company had stopped accepting deposits from public. During the year under review, no deposit was claimed for payment. At the end of the financial year, the balance on account of Fixed Deposits accepted from the Public and Members stood at Rs. 25.67 lacs which remained unclaimed/ unpaid. There was no deposit liable to be transferred to the credit of Investors'' Education and Protection Fund.

Presently the Company is neither accepting fresh deposits nor renewing the existing ones.

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

In view of the permanent closure of the Manufacturing Operations, provisions relating to furnishing of the details of (i) Conservation of Energy, (ii) Research & Development and Technology Absorption and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS

After the last Annual General Meeting of the Company during the year there has been no change in the Board of Directors. Mr. Gaurav Sekhri, Mr. Vivek Gupta and Mrs. Aditee Modi have been appointed additional directors of the Company on 14.08.2014.

PERSONNEL

Subsequent to the closure of the Manufacturing Operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/ employees (other than 8 workmen who have not yet collected their payment) have been paid. These 8 ex-workmen/ employees had approached DRT-II, New Delhi seeking order for payment of dues in excess of the legal dues as paid to the other workmen/employees. Hon''ble DRT had directed them to approach the Labour Commissioner for adjudication of their dues. None has approached the Labour Commissioner as directed by DRT. However, as directed by DRT, the Company had deposited the amount payable to them with DRT, which in the absence of any chaim by these workmen,has been released by DRT to PNB.

There was no employee, employed for full or part of the year, whose particulars are to be given in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS AND AUDIT REPORT

Messrs P R. Mehra & Co., Chartered Accountants, New Delhi, have been the statutory auditors of the Company since inception. Considering the provisons of Section 139(2) of the Companies Act, 2013 it has been thought expedient to rotate the statutoy auditors, accordingly M/s. S.R. Dinodia & Co.LLP, Chartered Accountants, New Delhi are proposed to be as appointed as Statutory Auditors of the Company for a term of five years.

With reference to the qualifications contained in the Auditors'' Report, the Directors wish to state that the Notes on Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

The Central Government had approved the appointment of Messrs N. Dewan & Co., Cost Accountants, New Delhi to conduct the Cost Audit in respect of Nylon & Polyester Filament Yarns for the year ended 31st March, 2007. However, in view of permanent closure of operations, the Company had applied for exemption from the requirement of Cost Audit. Accordingly, their re-appointment is not envisaged.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of your Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that in view of the permanent closure of the Manufacturing Operations of the Company, the Directors had not prepared the Annual Accounts on a going concern basis.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Statutory Auditors'' Certificate thereon are annexed hereto and forms part of this Report. The Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

ADEQUACY OF INTERNAL CONTROLS

Your Company has in place adequate internal control systems combined with delegation of powers and periodic review of the process. The control system is also supported by internal audits and management reviews with documented policies and procedures.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

APPRECIATION

Your Directors would like to express their sincere appreciation to the various Departments of the Central and State Governments, UPSIDC''s nominee directors and Investors for their continued valuable support and assistance. Your Directors also wish to thank all the Officers and Staff of the Company at all levels for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board,

New Delhi (Manish K. Modi) (M. K. Modi) Dated:14th August,2014 Managing Director Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 45th Annual Report with Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS 2011-12 2010-11 Rs. Lacs Rs. Lacs

Turnover - -

Other Income 31.45 49.65

Gross Profit (Loss) (259.85) (300.45)

Depreciation 0.14 0.28

Profit/(Loss) after Depreciation (259.99) (300.73)

Add/(Less) Exceptional Income/(Losses) 474.44 389.44

Profit/(Loss) before Tax 214.45 88.71

Less/(Add) : - -

Provision for Taxation- Fringe Benefit Tax - -

Extra Ordinary item - (4899.00)

Net Profit/(Loss) after Tax 214.45 (4810.29)

SCHEME OF ARRANGEMENT

As reported earlier, the Company had, post re-structuring through Slump sales of Chemicals business alongwith certain specified assets, filed a Scheme of Arrangement U/s 391/393/394 of the Companies Act, 1956 before Hon'ble Allahabad High Court seeking its approval to the accounting treatment to the direct allotment of shares of IOIL by IOIL to the shareholders of the Company in part discharge of the purchase Consideration. Hon'ble High Court has, vide its order dated 8th September, 2010 approved the said Scheme of Arrangement.

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the industrial undertaking of the Company has been permanently closed down after seeking requisite permission from Government of Uttar Pradesh under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring other possibilities so as to have optimal utilization of its real estate and other business activity.

SETTLEMENT WITH BANKS

In its endeavour to arrive at an amicable One Time Settlement of the outstanding dues of the banks, the Company has finalized settlement with Abu Dhabi Commercial Bank, Allahabad Bank and Karnataka Bank. Since the Company did not have resources to make the payment of settled OTS, the payment was done through another group company - Ashoka Mercantile Ltd. (AML) on assignment basis and accordingly, instead of the concerned banks, AML is now the secured creditor of the Company. The Company is desirous of liquidating the balance NPA dues of other banks under OTS on the lines of the settlement with Allahabad Bank. The banks had initiated recovery proceedings under SARFESAI Act, 2002 and have sold the Plant & Machinery, Stores & Spares and Structures of the Company which are in the process of being dismantled and removed. This has enabled the Company to reduce its NPA dues by Rs. 33.61 crores.

DIVIDEND

In view of the Losses suffered by the Company, your Directors are unable to recommend any Dividend on Equity and Preference Share Capital.

OPERATIONS

During the year under review, the Company registered total revenue of Rs. 31.45 lacs from sale of old stocks etc. and has incurred a Profit after tax of Rs. 214.45 lacs.

EXPORTS

On account of closure of the manufacturing operations of the Company, there has not been any export during the year. The FOB value of exports during the previous financial year was nil.

FIXED DEPOSITS

The Company had stopped accepting deposits from public. During the year under review, no deposit was claimed for payment. At the end of the financial year, the balance on account of Fixed Deposits accepted from the Public and Members stood at Rs. 25.72 lacs which remained unclaimed/ unpaid. There was no deposit liable to be transferred to the credit of Investors' Education and Protection Fund.

Presently the Company is neither accepting fresh deposits nor renewing the existing ones.

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

In view of the permanent closure of the Manufacturing Operations, provisions relating to furnishing of the details of (i) Conservation of Energy, (ii) Research & Development and Technology Absorption and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS

Mr. Manoj Singh has been appointed as a Nominee Director of UPSIDC Limited w.e.f. 16.08.2012 against the causal vacancy caused due to withdrawal of the nomination of Mr.Mohammad Iftkharuddin who was appointed w.e.f. 07.05.2012 in place of Mr. Devi Shanker Sharma, who was appointed w.e.f. 07.11.2011 in place of Mr. S.K. Verma.

PERSONNEL

Subsequent to the closure of the Manufacturing Operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/ employees (other than 11 workmen who have not yet tendered resignations) have been paid. These ex-workmen/ employees had approached DRT-II, New Delhi seeking order for payment of dues in excess of the legal dues as paid to the other workmen/employees. Hon'ble DRT had directed them to approach the Labour Commissioner for adjudication of their dues. None has approached the Labour Commissioner as directed by DRT. However, as directed by DRT, the Company has deposited the amount payable to them with DRT.

There was no employee, employed for full or part of the year, whose particulars are to be given in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS AND AUDIT REPORT

Messrs P. R. Mehra & Co., Chartered Accountants, New Delhi, the retiring Auditors, being eligible, offer themselves for reappointment.

With reference to the qualifications contained in the Auditors' Report, the Directors wish to state that the Notes on

Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

The Central Government had approved the appointments of Messrs N. Dewan & Co., Cost Accountants, New Delhi to conduct the Cost Audit in respect of Nylon & Polyester Filament Yarns for the year ended 31st March, 2007. However, in view of permanent closure of operations, the Company had applied for exemption from the requirement of Cost Audit. Accordingly, their re-appointment is not envisaged.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of your Company declare as under:

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that in view of the permanent closure of the Manufacturing Operations of the Company, the Directors had not prepared the Annual Accounts on a going concern basis.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Statutory Auditors' Certificate thereon are annexed hereto and forms part of this Report. The Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

APPRECIATION

Your Directors would like to express their sincere appreciation to the various Departments of the Central and State Governments, UPSIDC's nominee directors and Investors for their continued valuable support and assistance. Your Directors also wish to thank all the Officers and Staff of the Company at all levels for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board,

New Delhi (M. K. Modi)

16th August, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 43rd Annual Report with Audited Statement of Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

2009-10 2007-09

(18 months)

Rs. Lacs Rs. Lacs

Turnover 33.40 46.71

Other Income 2.84 78.95

Gross Profit (Loss) (570.55) (1,928.05)

Depreciation 1.53 -

Profit/(Loss) after Depreciation (572.08) (1,928.05)

Add: Prior Period Expenses(Net) (8.50) (624.00)

Add/(Less) Exceptional

Income/ (Losses) 548.69 3,140.62

Profit/(Loss) before Tax (31.89) 588.57

Less/(Add) : Provision for Taxation- Fringe Benefit Tax 9.41 5.25

Net Profit/(Loss) after Tax (22.48) 583.32

SCHEME OF ARRANGEMENT

As reported earlier, the Company had, post re-structuring through Slump sale of Chemicals business alongwith certain specified assets, filed a Scheme of Arrangement U/s 391/ 393/394 of the Companies Act, 1956 before Hon’ble Allahabad High Court seeking its approval to the accounting treatment to the direct allotment of shares of IOIL by IOIL to the shareholders of the Company in part discharge of the purchase Consideration. In terms of the Order passed by Hon’ble High Court on 28.01.2008, the meeting of the Shareholders of the Company was convened. The meeting had approved the Scheme of Arrangement with over whelming majority. The matter is now to be listed for final hearing.

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the industrial undertaking of the Company has been permanently closed down after seeking requisite permission from Government of Uttar Pradesh under the provisions of the Uttar Pradesh Industrial Disputes Act, 1947. The Company is now exploring other possibilities so as to have optimal utilization of its real estate.

SETTLEMENT WITH BANKS

In its endeavour to arrive at an amicable One Time Settlement of the outstanding dues of the banks, the Company had earlier finalized settlement with Abu Dhabi Commercial Bank whose dues have been duly paid by the assignee of the debt. Recently Allahabad Bank has also approved One Time Settlement of its dues. The settled dues are being paid by Ashoka Mercantile Ltd.(AML), a Group MKM Company. Debt will be assigned to AML once the entire settled amount is paid. The Company is desirous of liquidating the balance NPA dues of other banks under OTS on the lines of the settlement with Allahabad Bank. The banks had initiated recovery proceedings under SARFESAI Act, 2002 and have sold the Plant & Machinery, Stores & Spares and Structures of the Company which are in the process of being dismantled and removed. This has enabled the Company to reduce its NPA dues by Rs.33.61 crores.

DIVIDEND

In view of the Losses suffered by the Company, your Directors are unable to recommend any Dividend on Equity and Preference Share Capital.

OPERATIONS

During the year under review, the Company registered total revenue of Rs.37.77 lacs from sale of old stocks etc. and has incurred a Loss after tax of Rs. 22.48 lacs.

EXPORTS

On account of closure of the manufacturing operations of the Company, there has not been any export during the year. The FOB value of exports during the previous financial year was nil.

FIXED DEPOSITS

The Company had stopped accepting deposits from public. During the year under review, the Company repaid deposits of Rs. 6.73 lacs out of unclaimed/unpaid deposits. At the end of the financial year, the balance on account of Fixed Deposits accepted from the Public and Members stood at Rs. 25.72 lacs which remained unclaimed/unpaid. There was no deposit liable to be transferred to the credit of Investors’ Education and Protection Fund.

Presently the Company is neither accepting fresh deposits nor renewing the existing ones.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the permanent closure of the Manufacturing Operations, provisions relating to furnishing of the details of (i) Conservation of Energy, (ii) Research & Development and Technology Absorption and (iii) Foreign Exchange Earning and Outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS

After the last Annual General Meeting of the Company, there has been only one change in the Board of Directors. Upon withdrawal of nomination, Mr. Ranjeet Singh Pankaj, IAS ceased to be a Director on 30.01.2010.

Mr. O. P. Makkar, Director of the Company is liable to retire on 19th March, 2011 and being eligible for re-appointment, has offered himself for re-appointment. Your Directors recommend his re-appointment.

Mr. S. K. Verma, IAS was appointed as an Additional Director w.e.f. 30th January, 2010.

PERSONNEL

Subsequent to the closure of the Manufacturing Operations of the Company, all issues of ex-workmen/employees have been amicably resolved. The total dues of these workmen/ employees (other than 12 workmen who have not yet tendered resignations) have been paid.

There was no employee, employed for full or part of the year, whose particulars are to be given in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS AND AUDIT REPORT

Messrs P. R. Mehra & Co., Chartered Accountants, New Delhi, the retiring Auditors, being eligible, offer themselves for re-appointment.

With reference to the qualifications contained in the Auditors’ Report, the Directors wish to state that the Notes on

Accounts and Significant Accounting Policies referred to by the Auditors in their Report are self-explanatory and hence do not call for any further comment.

COST AUDIT

The Central Government had approved the appointment of Messrs N. Dewan & Co., Cost Accountants, New Delhi to conduct the Cost Audit in respect of Nylon & Polyester Filament Yarns for the year ended 31st March, 2007. However, in view of permanent closure of operations, the Company had applied for exemption from the requirement of Cost Audit. Accordingly, their re-appointment is not envisaged.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of your Company declare as under :

(i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures;

(ii) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that in view of the permanent closure of the Manufacturing Operations of the Company, the Directors had not prepared the Annual Accounts on a going concern basis.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Statutory Auditors’ Certificate thereon are annexed hereto and forms part of this Report. The Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

APPRECIATION

Your Directors would like to express their sincere appreciation to the various Departments of the Central and State Governments and Investors for their continued valuable support and assistance. Your Directors also wish to thank all the Officers, Staff and Workers of the Company at all levels for their contribution, support and continued co- operation throughout the year.

For and on behalf of the Board,

New Delhi (M. K. Modi)

13th August, 2010 Chairman & Managing Director