Modipon Ltd. — Audit Report / Information 2023

May 30, 2023

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Modipon Limited

Hapur Road, Modinagar, Ghaziabad -201 204 (UP)

M-+91-9582388706

To,

30[th] May 2023

The BSE Ltd. Corporate Relation Department, New Trading Ring, Rotunda Building, P.J. Tower, Dalal Street, Fort, Mumbai-400001

Ref: INE 170C01019 Scrip Code: 503776

Sub: Secretarial Compliance Report under Regulation 24 A of SEBI (LODR), Regulation, 2015

Dear Sir/Madam,

Pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, please find enclosed a Secretarial Compliance Report from a Company Secretary in Practice dated 30[th] May, 2023 for the year ended 31[st] March, 2023.

Please take the above on record.

Thanking you

Yours sincerely,

For MODIPON LIMITED

MANISH Digitally signed by MANISH MODI MODI Date: 2023.05.30 21:36:27 +05'30'

Manish Modi (Managing Director)

Enclosed-As mentioned

CIN: L65993UP1965PLC003082 E-mail: modipon@modimangal.in Website: www.modipon.net

RANJEET VER M A & ASSOCIATES

A-706, NX-1, TECH ZONE IV, GREAT E R NOIDA WEST, UTTAR PRADE S H-201306, M-9999005977 EMAIL - ranjeet@ranjeetcs.com

(COMpANy SECRE T ARIES)

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SECRETARIAL COMPLIANCE REPORT OF MODIPON LIMITED FOR THE YEAR ENDED MARCH 31, 2023

To,

The Board of Directors,

Modipon Limited,

Hapur Road, Modinagar - 201204

We M/s Ranjeet Verma & Associat e s have examined: -

• (a) all the documents and records made available to us, and explanation provided b y Modipon Limited (“the listed entity”),

• (b) the filings/ submissions made b y the listed entity to the stock exchanges,

• (c) website of the listed entity,

• (d) any other document/ filing, as m ay be relevant,

which has been relied upon to make this certification, for the year ended March 3 1, 2023 (“Review Period”) in respect of compliance w ith the provisions of :

• (a) the Securities and Exchange B oard of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

• (b) the Securities Contracts (R e gulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guideli n es issued thereunder by the Securities and Excha n ge Board of India (“SEBI”);

The specific Regulations, whose p r ovisions and the circulars/ guidelines issued ther e under, have been examined, include:-

• (a) Securities and Exchange B o ard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) Securities and Exchange Boar d of India (Issue of Capital and Disclosure Require m ents) Regulations, 2018;

• (c) Securities and Exchange B o ard of India (Substantial Acquisition of Share s and Takeovers) Regulations, 2011;

• (d) Securities and Exchange Boar d of India (Buyback of Securities) Regulations, 2018;

• (e) Securities and Exchange Boar d of India (Share Based Employee Benefits) Regulati o ns, 2014; (f) Securities and Exchange Boar d of India (Issue and Listing of Debt Securities) Regulations, 2008;

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• (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013;

• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (i) The Depositories Act, 1996 and the regulations and bye laws framed thereunder to the extent of regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, to the extent applicable;

• (j) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agent) Regulations, 1993 regarding the Companies Act and dealing with the client and to the extent of securities issued;

Note: Since the Company is not under operation, hence as per management of company ,most of the Acts which would be specifically applicable on this sector are not possible to implement in this situation.

And based on the above examination, I/We hereby report that, during the Review Period:

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

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Sr. Complian Regulat Deviat Actio Type of Details Fine Observatio Managem Remar
No. ce ion /ions n Action of Amoun ns/ ent ks
Circular take (Advisory violati t remarks of
Requireme No. n by / on the Response
nt Clarificati Practicing
(Regulation
on/Fine/ Company
s/circulars/ Show Secretary
guidelines Cause
including
specific Notice/
clause)
Warning,
etc.)
Nil
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• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

• (c) The listed entity has taken the following actions to comply with the observations made in previous reports:

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Sr. Complian Regulat Deviat Actio Type of Details Fine Observatio Managem Remar
No. ce ion /ions n Action of Amoun ns/ ent ks
Circular take (Advisory violati t remarks of
Requireme No. n by / on the Response
nt Clarificati Practicing
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(Regulation on/Fine/ Company
s/circulars/ Show Secretary
guidelines Cause
including
Notice/
specific
clause)
Warning,
etc.)
Nil
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For RANJEET VERMA & ASSOCIATES COMPANY SECRETARIES

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CS RANJEET VERMA PROPRIETAR M.NO.: F6814 CP NO.:7463 UDIN: F006814E000428235

Place: Noida Date: May 30, 2023

In Addition to the abovementioned circular the following affirmations are being provided hereunder:

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Sr. No. Particulars Compliance Observations/
status
Remarks by
(Yes/No/NA)
PCS
1. Secretarial Standards: Yes
The compliances of the listed entity are in accordance
with the applicable Secretarial Standards (SS) issued by
the Institute of Company Secretaries India (ICSI)
2. Adoption and timely updation of the Policies: Yes
• All applicable policies under SEBI Regulations are
adopted with the approval of board of directors of the
listed entities
• All the policies are in conformity with SEBI Regulations
and has been reviewed &stimely updated as per the
regulations/circulars/guidelines issued by SEBI
3. Maintenance and disclosures on Website: Yes
• The Listed entity is maintaining a functional website
• Timely dissemination of the documents/ information
under a separate section on the website
• Web-links provided in annual corporate governance
reports under Regulation 27(2) are accurate and
specific which re-directs to the relevant document(s)/
section of the website
4. Disqualification of Director: Yes
None of the Director of the Company are disqualified
under Section 164 of Companies Act, 2013
5. To examine details related to Subsidiaries of listed Not There is no subsidiary of
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entities: Applicable Listed Entity.
(a) Identification of material subsidiary companies
(b) Requirements with respect to disclosure of material
as well as other subsidiaries
6. Preservation of Documents: Yes
The listed entity is preserving and maintaining records
as prescribed under SEBI Regulations and disposal of
records as per Policy of Preservation of Documents
and Archival policy prescribed under SEBI LODR
Regulations, 2015.
7. Performance Evaluation: Yes
The listed entity has conducted performance
evaluation of the Board, Independent Directors and
the Committees at the start of every financial year as
prescribed in SEBI Regulations
8. Related Party Transactions:
(a) The listed entity has obtained prior approval of YES
Audit Committee for all Related party transactions.
(b) In case no prior approval obtained, the listed entity
NA The Company has
shall provide detailed reasons along with
obtained prior
confirmation whether the transactions were
approval of audit
subsequently approved/ratified/rejected by the
committee for all the
Audit committee
related party
transactions.
9. Disclosure of events or information: Yes
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with Schedule
III of SEBI LODR Regulations, 2015 within the time
limits prescribed thereunder.
10. Prohibition of Insider Trading: Yes
The listed entity is in compliance with Regulation 3(5) &
3(6) SEBI (Prohibition of Insider Trading) Regulations,
2015
11. Actions taken by SEBI or Stock Exchange(s), if any: Not Applicable No Action was taken
Actions taken against the listed entity/ its promoters/
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directors/ subsidiaries either by SEBI or by Stock
Exchanges (including under the Standard Operating
Procedures issued by SEBI through various circulars)
under SEBI Regulations and circulars/ guidelines issued
thereunder
12. Additional Non-compliances, if any: None
Any additional non-compliance observed for all SEBI
regulation/circular/guidance note etc.
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NOTE:- Company has 15% redeemable preference shares of Rs 100 each preference shares due for redemption since 31[st] March, 1996 but not redeemed till date as per the earlier order of the High Court and later on closure of operations of the Company in the year 2007 to till date and non-implementation of Agreement/Scheme by the Indofil Industries Limited.

For RANJEET VERMA & ASSOCIATES COMPANY SECRETARIES

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CS RANJEET KUMAR VERMA PROPRIETAR M.NO.: F6814 CP NO.:7463 UDIN: F006814E000428235

Place: Noida Date: May 30, 2023