==> picture [149 x 38] intentionally omitted <==

14[th] March, 2023

The Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001.

Security ID: MODULEX

Scrip Code: 504273

Sub: Intimation regarding the resignation of Mr.Sandeep Khurana, Independent Director

Dear Sir,

This is to bring to your notice that Mr. Sandeep Khurana ( “Mr. Khurana” ) has tendered his resignation from the position of Independent Director of Modulex Construction Technologies Limited. ( “MCTL” ) vide his resignation letter dated 07.03.2023. For your information, it may be relevant to note that Mr. Khurana was appointed as an Independent Director of MCTL at the meeting of the Board of Directors held on 10.03.2018. As stated in Mr. Khurana’s appointment letter, he was to hold office upto 09.03.2023.

Pursuant to the provisions of Regulation 30 read with Part A of Schedule III the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI LODR” ) and the details required under SEBI Circular No. CIR/CFD/CMD/4/2015, MCTL is hereby furnishing the requisite details as mentioned below:

S. No.	Disclosure requirement	Details
1.	Letter of resignation.	Attached asAnnexure 1.
2.	Detailed reasons as given by the resigning director.	Mr. Khurana has provided a detailed statement of reasons for his resignation in a 25 page letter of resignation (along with 40 pages of annexures). For the sake of brevity, the reasons for resignation are not being reiterated herein. In that regard, the letter of resignation may be refered(marked asAnnexure 1).
3.	Date of cessation.	07.03.2023
4.	Names of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees,if any.	Not applicable

Modulex Construction Technologies Limited t/a Modulex CIN: L45100PN1973PLC182679 Registered Office: A-82, MIDC Industrial Estate, Indapur – 413 132, Maharashtra BSE Security Code: 504273 BSE Security ID: MODULEX

Website - www.modulex.in Email - [email protected] Contact - Tel: +91 2111 223061

==> picture [149 x 38] intentionally omitted <==

Confirmation that there is no Confirmed. material reasons other than those provided.

This is for your information and record please.

Thanking You,

For Modulex Construction Technologies Limited

Bhoomi Digitally signed by Bhoomi Mewada Mewada Date: 2023.03.14 22:24:36 +05'30'

Bhoomi Mewada Company Secretary and Compliance Officer

Encl: As above

Website - www.modulex.in Email - [email protected] Contact - Tel: +91 2111 223061

Sandeep Khurana D-17, Sector 39 NOIDA, Dist. Gautam Budh Nagar Uttar Pradesh- 201303

7[th] March, 2023

The Board of Directors

Modulex Construction Technologies Ltd. Registered Office: A-82, MIDC Industrial Area Indapur, Maharashtra - 413132

Mr. Suchit Punnose, Chairman

Modulex Construction Technologies Ltd.

Mr. Ajay Palekar, Managing Director Modulex Construction Technologies Ltd.
Mr. Aditya Vikram Kanoria, Director & Member Audit Committee
Ms. Rakhee Amit Agrawal, Director &
Chairman, Audit Committee
Mr. Raj Kumar Sharma, Director &

Chairman, Nomination and Remuneration Committee

Ms. Bhoomi Mewada, Company Secretary &
Compliance Officer

Sub: Resignation as Independent Director of Modulex Construction Technologies Ltd.

Dear Sirs, / Madam

At the outset, I must clarify that this Letter of Resignation comprises of 65 pages and must be necessarily read with the Annexures Nos. 1 to 21 in support of my submissions/ contentions as appearing below and which form an integral part of this Letter.

I was appointed as an Independent Director of the Company at the meeting of the Board of Directors of the Company held on 10.03.2018 and an appointment Letter was issued to me, a copy whereof is enclosed as listed as Annexure 1 hereto.

My appointment as an Independent Director was circulated to the Shareholders of the Company on 20.03.2018 by way of a Postal Ballot Notice for ratification and the results whereof were declared on 23.04.2018.
As such, if the ratification of my appointment was carried out by the Shareholders of the Company, in the fitness of things, even this Letter of resignation should be forwarded to the Shareholders of the Company and I would request you addressee No. 7, the Compliance officer, to make this Letter of resignation as part of the Annual Report such that they are appropriately briefed as to the Company of which they rightfully consider themselves as owner of the Company, little do they realise that you, addressee No. 2, consider this as your personal property to the detriment of every other shareholder of the Company.
Before drafting this Letter of resignation, I had a look at the BSE website to select a template for this resignation Letter and to my dismay in most of the resignation letters the resigning Directors cited their pre-occupation as the reason for resigning with the notable exception of as many as 4 Independent Directors of PTC India Ltd. including Mr. S.S. Mundhra, Director, BSE. I will not really like to get into the merits of the reason pre-occupation cited by all others but I would like to be truthful about the reasons for my resigning from the position of Independent Director.
There are many reasons for my taking a decision as to resigning from the position of Independent Director and a few of the reasons that I have taken a decision to resign are as under:
a) I am resigning in disgust;
b) I am resigning since I am devastated;
c) I am resigning since I have been humiliated;
d) I am resigning since I am distraught;
e) I have been intimidated in performance of my duties;
f) I have been threatened with Legal action for having raised a Whistleblower Complaint, in fact 3 of them;
g) I have been threatened with action under the Disability Laws for requesting the Company Secretary to ensure compliances
h) I have been threatened with action under the POSCO Act, 2012 with not so veiled references;
i) Motives have been attached to my having raised corporate governance issues and non-disclosure of critical information to the Stock Exchange;
j) I have not been paid my remuneration; and last but not the least
k) I have been manipulated such that I am not even able to sell the Shares held by me.

As I have said earlier, these are just a few reason as to why I deem it fit to resign and you the addressees will be able to find even more reasons and find your own adjectives from the statements and the Annexures set out below but since I am keen to finish this letter of resignation today itself, I have restricted myself to just a few.
Some of the resignation Letters that I perused even used the phrases such as “it was an honour to be on the Board of xxxx Company” or “it was a privilege to serve the Board”. Even after stretching myself I cannot and must not use that expression since I need to be truthful and you, the addressees No. 2 to 6, must be and have been eagerly looking forward to my resignation for nearly an year now having initially demanded my resignation vide your demand in so called ‘management meeting’ held on 15.03.2022 for having raised corporate Governance issues and when I did not resign you, the addressee No. 3 had the audacity to actually seek my resignation on e-mail vide your e-mail dated 23.03.2022, copy enclosed as Annexure 2 , but none of you, the addressees listed at Sl. Nos. 2 to 6, had the courage to admit in your mail dated 23.03.2022 the true reasons for your having sought my resignation Letter and in a way this resignation Letter of mine is to cater to your demand for resignation dated 23.03.2022 and will please you no end.
It would be essential and imperative for me to put the records straight and place the true facts on record through this resignation Letter since I have seen so many submissions of yours, the addressee No. 3 such as “as Audit Committee Chairman he could have asked for the information” and I would certainly not give you an opportunity to claim that if Sandeep Khurana had any grievance he could have made it known to us and I have no hesitation in placing on record that I have a number of grievances against you the addressees, at Sl. Nos. 2 to 7, who have over the last 2 years humiliated me and over the last 1 year each of you has hounded me and the specific instances by which I have been humiliated and hounded have been listed in the following paragraphs together with documentary evidence in the form of Annexures to this resignation Letter. As such, this resignation of mine is your victory for having humiliated me and for having hounded me. The specific instances of each of yours for having humiliated and hounded me are listed in the following paragraphs bearing Nos. 15.1 to 15.18. This resignation will hopefully ensure that I will not be hounded anymore to tender my resignation.
This resignation of mine is also a well deserved recognition of the manipulative ways with which you the addressees, at Sl. Nos. 2 to 7, wish to run this Company as you have been successfully able to prevent me from selling the Equity Shares held by me for last 12 months by using the loopholes and flaws in the listing guidelines and the SEBI LODR Regulations and despite knowing fully well that I was in dire need of funds due to a family ceremony in the month of July, 2022 and even though you initially delayed the publication of Results for the year/quarter ended 31.03.2022 for withholding the disclosure of Whistleblower Complaint, which was raised on

22.04.2022, just before the scheduled date of declaration of March Results, once having tasted the success, you merely replicated the formula for subsequent quarters which is June, 2022, September, 2022 and December, 2022 to make sure that I am not able to sell the shares held by me till I resign from the Board. As such, this resignation Letter of mine is a celebration of your manipulative ways and which forced me to look for resources other than liquidation of my shareholdings in the sunset years of my life. The details of the manipulative ways as to the non declaration of Financial Results are set out in the following paragraphs bearing Nos. 16.0 to 16.13. This resignation of mine will hopefully ensure that I will now be able to liquidate my shareholdings.

The delays in the publication of Unaudited Results that you have caused due to your manipulative ways has had the unwanted consequence of the Company incurring heavy cost in the form of penalties that BSE has already levied for delay in March, 2022 and will levy further for the current financial year for the delays in June, 2022, September, 2022 and December, 2022 results and which cost is ultimately borne by the common investor without there being even a wrinkle on your forehead since you, the addressees at Sl. No. 2 to 6 are in any case drawing your salaries and enjoying your perquisites at the expense of a common investor, who has invested his hard earned money falling prey to your claims of a “Foreign Company”, which you are not. These delays were known to you and you were reminded time and again as the penalties being incurred and you, the addressees at Sl. No. 2 to 6, have continued to bear the penalties merely in the hope that your hounding and humiliation will make me resign from the position and from that perspective, I am confident that my resignation as Director will have the immediate and direct consequence of your releasing the September, 2022 and December, 2022 and some penal amount, which the BSE would have otherwise levied will be saved and the common investor will be saved from further ignominy. The aggregate penalty works out to Rs. 19,04,960. The details of the penalties levied by BSE as to the non declaration of Financial Results are set out in the following paragraphs bearing Nos. 17.1 to 17.5
This resignation of mine and the subsequent liquidation of my holdings will though have the unwanted effect of my not being able to sustain my fight, any further, of making sure that the Ponzi scheme that you wanted to run in the name of the Rights Issue and followed up by another Ponzi scheme in the name of issuance of Equity Shares on preferential basis to the shareholders of Give Vinduet Windows and Doors (P) Ltd., a shell company, on account of which you, the addressee at Sl. No. 2, have a conflict of interest but which was never disclosed to the shareholders and the Regulatory authorities making a mockery of the Listing agreement and the SEBI LODR Regulations. I am old and am tired of the fight now but I am still hopeful that someone else will pick up the baton and make sure all the misdeeds of yours, the addressees at Sl. No. 2 to 7 are exposed. The details of the Ponzi Scheme that is now sought to be

carried out in the name of preferential issue is set out in the following paragraphs bearing Nos. 18.0 to 18.23.

This resignation of mine should also serve as a reminder to the regulatory authorities to protect the Institution of “Independent Directors” from individuals including you the addressees listed at Sl. Nos. 4, 5 and 6 who merely pretend to be independent Directors and have only ended up helping you the addressee listed at Sl. Nos. 2, in furthering his lofty ambitions and manipulative ways. The specific details of the lapses on the part of you the addressees listed at Sl. Nos. 4, 5 and 6 are set out in the following paragraphs bearing Nos. 19.0 to 19.3.
Through this resignation Letter I am also hopeful that, SEBI will be able to see through the lapses in corporate governance and falsification of Books of Account of the Company and eventually realise that even audited books of account of a company need to be verified as to whether they satisfy the test of having conformed to the accounting standards.
Coming back to paragraph 7 of this resignation Letter and in specific Annexure 2 to this resignation Letter, I deem is imperative to refresh your memory as to the events that led to your deeming me to be a threat to your, addressee No. 2, manipulative ways demanding my resignation from the Board of Directors at the so called management meeting, instigating other Directors, pretending to be independent, against me and forming a cartel to demand my resignation. You still do not have the courage to place on record as to why my resignation was demanded but I have the courage and conviction to place every information and document on record to refresh your memory.
14.1. On 17.02.2022, you Mr. Suchit Punnose, Promoter Director, the addressee at Sl. No. 2, forwarded two offer Letters for comments. As to one of them, I noticed that the Offer Letter from Credent Investment (P) Ltd. was not in conformity with the Law since you, Mr. Aditya Kanoria, addressee No. 4, who pretends to be an Independent Director has a significant shareholding in the said Credent Investment (P) Ltd. and it would tantamount to conflict of interest. Offer Letter from Credent enclosed. Annexure 3
14.2. As such, through my emails dated 17.02.2022 and 19.02.2022 I provided a detailed explanation of the provisions of Law as to conflict of interest and related party transactions, which is at the core of Corporate Governance. Eventually, the appointment of advisor to the Issue was not proceeded with. Interestingly, Aditya Kanoria himself approved of the transaction on 18.02.2022 oblivious of the mail trail. Thus, you addressee No. 4, can hardly be called an Independent Director but this antagonised you, the addressee No. addressee No. 4, and you were the one you sought my removal at the management meeting held on 15.03.2022 and eventually tendered your “evidence” to the so called “Disciplinary Committee” on 15.11.2022. So the simple question to you is if you are not even registered as Merchant Banker

can you offer its advisory services to the Rights Issue, which credent Offered and whether you are independent?

14.3. In the Board Meeting held on 11.02.2022, it was stated by You, addressee No. 2, the Chairman of the meeting, who was elected by the Board to be Chairman of the Board of Directors, that in your absence Ms. Rakhee Agrawal, addressee No. 5, shall preside over the meetings of the Board. I found that to be against the principles of Corporate Governance, the provisions of the Companies Act, 2013 and the Articles of Association of the Company and pointed out to the Company Secretary vide e-mail dated 26.02.2022. To demonstrate the belligerence, the matter was again put up before the Board of Directors and it was once again placed as a resolution that in the absence of Chairman Ms. Rakhee Agrawal, addressee No. 5, shall preside over the meetings of the Board and in her absence to Mr. Raj Sharma, addressee No. 6, will preside. So much so for the corporate Governance.
14.4. On 22.02.2022, agenda for the meeting of the Board to be held on 03.03.2022 was forwarded through which I noticed that the Company has proposed a rights issue. As the agenda was sketchy and contained no details apart from the amount of Rs. 41.00 Crores, through my e-mail dated 02.03.2022, it was pointed out that the proper course would be to obtain approval of the Audit Committee before obtaining Board approval and the role of the Audit Committee as placed on the website of the Company was cited. Copy of agenda through which the approval was sought is enclosed as Annexure 4.
14.5. This was again a serious corporate governance issue since neither any details were available as to the purposes of the fund raise through the rights issue and nor was any record available as to the Project cost which the Subsidiary is implementing and for which ostensibly the funds are proposed to be raised.
14.6. Most importantly, I could make out that if the Project Cost is upwards of Rs. 150.00 Crores ( was made known later in the MMBPL Board meeting ) and against which only Rs. 32.47 Crores has been incurred till date ( see annual report for 2022 ), and Rs. 93.69 Crores was still to be incurred ( see annual report for 2022 ), why would a Rights Issue of only Rs. 41.00 Crores be launched without explaining to the Board as to why only Rs. 41.00 Crores was being raised and if Loans of Rs. 85.00 Crores are being raised from banks as has been claimed, why a Rights Issue of Rs. 41.00 Crores?
14.7. This was a serious issue not only from a corporate Governance perspective and as Independent Director I was so concerned, but also reflected lack of internal controls, which I was duty bound to detect and report in the capacity of Chairman of the Audit Committee.

14.8. As such, on 02.03.2022, you the, Company Secretary, addressee No. 7, opined that as per Section 177, only post issue monitoring of Funds is envisaged. On the same date, 02.03.2022, I suggested obtaining opinion of Auditors or outside experts. On the same date, 02.03.2022, you Mr. Ajay Palekar, Managing Director, addressee No. 3, though your e-mail confirmed that the opinion of the Auditors and the Merchant Banker is that only post issue monitoring is required by the Audit Committee.
14.9. As no confirmation from the auditors or any expert was forwarded, I sent another mail explaining my reservations as to the proposed rights issue, as under:
a) Details of the Proposal. Other than a desire of raising 41.00 Crores, everything else is missing.
b) How many shares are proposed to be issued and at what price is missing? Technically shares are a liability and that being the case, Directors should be made aware of that.
c) Agenda Paper did not reflect, how many shares will be issued and whether that would be covered by the current authorised capital.
d) Agenda paper did not reflect whether the issuance will be in compliance with SEBI Regulations.
e) The Agenda paper did not even reflect as to when will issue be carried out
f) The Agenda paper did not reflect the proposed usage and the draft resolution made it as vague as possible
g) Investment in Give Vinduet is proposed but how much is missing
h) Draft Resolution states that it is a group company. At least I am not aware how is it a group company and the very purpose of notes is that the Board should know how will the Company benefit form that investment. Directors are under a fiduciary duty as to that.
i) Working Capital Requirement have not been specified. In any case that term is to be used for manufacturing Companies and not for us
j) Issue related expenses – not defined.
k) General corporate purposes – not defined.
14.10.At the meeting, held on 03.03.2022, after my lengthy submissions, it was decided to defer the meeting to a subsequent date which was followed by a subsequent mail from you, Mr. Suchit Punnose, addressee No. 2, which conveyed an opinion from the Merchant Banker that only the issue size can be fixed. As will be seen, this was clearly a serious breach of corporate governance as the Board was misled on this issue.
14.11.During the meeting it was mentioned by the Managing Director that an opinion from a practising Company Secretary and from the Auditors has been obtained, but was never presented. My confirmatory mail placed that on record. As can be seen, this was clearly a serious breach of corporate governance as the Board was misled on this issue here too.

14.12.As to opinion of a practising Company Secretary which was one liner, an e-mail pointing out the deficiencies in that opinion was sent by me to the Company Secretary on 04.03.2022.
14.13.No opinion from the Auditors was ever forwarded and clearly establishing that the Board was misled on the issue and coupled with the fact that not even the pricing of the issue was being discussed, it was apparent that something was definitely amiss. Even at the Audit Committee meeting, it became apparent that no such opinion was ever forwarded. A confirmation from the Merchant Banker was eventually obtained and which confirmed that there is no embargo on discussions as to the price at the Board Meetings.
14.14.On 10.03.2022 along with the Notice for the Audit Committee meeting the Company Secretary circulated an Annexure to the Agenda titled Annexure A. Copy enclosed as Annexure 5 . As can be seen, this Annexure A stated as under:
1) Issuance Price to be decided after BSE approval and only the Issue size of Rs. 41.00 Crores was highlighted
2) It was categorically stated that Give Vinduet Windows and Doors (P) Ltd. is a Group Company and that it is a manufacturer of Doors and Windows.
3) It also stated that the proceeds of the Rights Issue will be used for completion of the factory Building
4) The breakup for the utilisation was provided and it was specified that Rs. 24.96 Crores will be invested in GVWDPL and Rs. 15.56 Crores will be used for Project Finance and Working Capital Requirements
5) The basis for considering that it is Group Company was stated to be presence of Mr. Suchit Punnose as a Director on the Board of GVWDPL and that Red Ribbon Group holds 13.34% of the Shareholding
14.15. You, the addressees at Sl. No. 2 to 7, are well aware that these statements were misleading knowing that they were being placed before the Audit Committee and vitally they concealed several aspects:
a) As to 1 above, the Merchant banker later confirmed that SEBI Regulations do not prohibit any discussion on the issue price in a Board Meeting
b) The statement that GVWDPL is a manufacturer of Doors and Windows was a blatant lie since the aggregate assets as on 31.03.2021 were Rs. 0.0028 Crores (Rs. 28,000)

c) The Annexure did not state at which price the Shares of GVWDPL will be purchased.
d) The Annexure concealed the fact that in the remaining 15.56 Crores, factory building cannot be completed.
e) The Annexure concealed the fact that in fact GVWDPL is a subsidiary company of one Prashant Developers (P) Ltd.
14.16.Overall, the Annexure A failed to establish as to why the investment in GVWDPL was in the interest of the Shareholders of the Company and clearly established that there is no corporate Governance in the Company at all. Even more importantly, even the details furnished in Annexure A were furnished to the Directors on 10.03.2022, whereas the BSE records will easily show that you wanted the Board to approve the Rights Issue without giving any detail whatsoever and by just stating that you have decided to raise Rs. 41.00 Crores clearly demonstrating that the real intent of launching the Rights Issue was being concealed from me, which was eventually so candidly admitted, though after a lot of drama, by the ever reliable and competent Managing Director, you the addressee No. 3, vide your e-mail dated 17.05.2022. Copy enclosed as Annexure 6 . But that is a subsequent event, since the real purpose was not made known to me till 17.05.2022 that in the name of Rights Issue, you, the addressees at Sl. No. 2 to 6, were actually running a Ponzi Scheme.
14.17.In any event, at the said Audit Committee meeting held on 14.03.2022, under my Chairmanship, you, the Managing Director you the addressee No. 3, were conspicuous by you absence and only the other Independent Director Mr. Aditya Kanoria, you the addressee No. 4 was present other than that of Company Officials, namely the Company Secretary, you the addressee No. 7, and the Financial Controller and the Chief Financial Officer Mr. Bhurat who did not even speak at the meeting. Mr. Rakesh Upadhyaya, representing the Auditors was also present. The Question arises if you, you the addressee No. 4 is truly an independent Director, as you claim to be, why did you not speak at all at the Audit committee meeting held on 14.03.2022? I do hope that you, the addressee No. 4, are cognizant of the fact that Section 177 of the Act mandates that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement. The absence of your, the addressee No. 3, was not a coincidence and your, the addressee No. 4, silence at the said Audit Committee meeting actually spoke 1000 words.
14.18.At the said Audit Committee meeting held on 14.03.2022, in the planned absence of the addressee No. 3 and in your, the addressee No. 4, presence as also that of the auditors, to each query posed by me as Chairman, the Company officials expressed their inability to provide any answer and even the auditor was of the opinion that the queries posed by the Audit Committee must be addressed. As such the Audit Committee was adjourned without having reached any decision and without making any recommendation to the Board as to investment of Rs. 24.96 Crores in GVWDPL.

14.19.More importantly, it exposed and brought to the fore the following:
a) There was no frozen Project cost
b) The Executive Directors were not ready to share the price at which investment will be made in GVWDPL
c) There were no internal controls at all

These actions and events need to be read with the Corporate Governance report which will establish that the Corporate Governance report is actually a bundle of lies and there is no corporate governance at all.

14.20. I would also like to mention in parallel that on 08.03.2022 in preparation for the Board meeting I requested the Company Secretary to place four items on the agenda, including the Project Cost and means of financing, the Capital and Revenue Budgets. This was immediately countered by you the Mr. Suchit Punnose, addressee No. 2, who cited limited bandwidth of the staff. This glaringly exposed lack of any corporate Governance. Further, you clearly indicated that it will only be voting on matters on the agenda. This was not such a small matter. In fact it exposed you, the addressee No. 2, and your manipulative ways even further.
14.21.Having regard to the fact that no recommendation was made by the Audit Committee at its meeting held on 14.03.2022, a request/ an appeal was made to you, Mr. Suchit Punnose and addressee No. 2, on 15.03.2022 to postpone the Board Meeting scheduled to be held on 15.03.2022 which was negated by you vide your e-mail dated 15.03.2022. Having regard to the contents of Annexure 6 , the reasons became clear to me only on 17.05.2022. You, addressee No. 2, should have had the courage to share the true reason with me on 15.03.2022. You, addressee No. 2, did not have the courage then nor you have the courage even now despite you, addressee No. 3, having so candidly admitted the reason vide your e-mail dated 17.05. 2022.
14.22.To refresh your memory further, the Board Meeting was eventually held on 15.03.2022 at which no discussion was permitted by you, addressee No. 2, on any of the items and only voting was permitted. A video recording of the said Board meeting held on 15.03.2022 is available with me as also with you. It is pertinent to note that the said Video Recording was made available to me after as many as 27 reminders to Ms. Mewada, addressee No. 7.
14.23. It only became clear to me that if a Board Meeting has been called to approve the Rights issue and even after ignoring, for argument sake, that the audit committee had not made any recommendations, why would a discussion on a crucial matter such as increase in share capital be not had at a Board meeting and instead my resignation was sought after the conclusion of the Board Meeting and the recording of the Board

Meeting was tampered with by removing the portion of the so called management meeting.

14.24.To summarise this section as to why my resignation was sought on 15.03.2022 and finally on e-mail on 23.03.2022, it is abundantly clear to me that you the addressees, at Sl. Nos. 2 to 6, felt rattled with my questions as to the lack of corporate governance and for your own fear of getting exposed as to the real purpose of the Rights Issue, which was a Ponzi Scheme in the name of Rights Issue.
14.25.Before I conclude my submissions on Annexure 2 , which I want all of you at Sl. Nos. 2 to 6 to revisit, I wish to highlight that along with your demand for my resignation, you forwarded me a remittance by way of a RTGS Credit to my account of Rs. 2,92,500/(after deduction of TDS of Rs. 32,500) and in all aggregating to Rs. 3,25,000 for my having served with dedication as Independent Director from 10.03.2018 to 15.03.2022 ( in your perception only ) and clearly marking that this was in settlement of my dues. I sometimes wonder who amongst you is the naivest of all? Is this the way to treat an Independent Director of a Company which claims a market capitalisation of Rs. 60.00 Crores? Even for 48 months of services that would mean an average remuneration of Rs. 6,770 per month and that too paid after 48 months of service. Can you get a Peon for that sum in Mumbai? Even from the perspective of per meeting sitting fee, that would mean a minimum of 16 Board Meetings, 16 Audit Committee meetings, 4 Independent Directors Meetings, and 4 nomination and remuneration committee meetings, all aggregating to about 40 meetings and an average of Rs. 8,125 per meeting. Can you even get a clerk for that amount?
14.26.Clearly, an attempt was made by you, addressees at Sl. Nos. 2 to 6, to humiliate me by remitting that amount and through this resignation Letter I wish to all you addressees at Sl. Nos. 2 to 6 that I have harboured this humiliation for last 12 months.
14.27.All along you were suspect of my coming to know of your real intent of launch of the Rights Issue and you demanded my resignation on account of my having raised valid questions. In retrospect and as I look back, I stand vindicated and you addressees at Sl. Nos. 2 to 6, stand exposed.
As to Para No. 8 where I have categorically mentioned that the reason of my resigning is that you the addressees, at Sl. Nos. 2 to 7, have humiliated me each of you has hounded me and one of the specific instances through which I have been humiliated is listed at para No. 14.25. The other instances are as under, though in brief:
15.1. The humiliation, as I recall commenced on 01.07.2021, when an e-mail was sent by you, the addressee instructing me to route my queries on accounts through, you the addressee No. 3. You ought to have known that I was the Chairman of the Audit Committee on the relevant date and it was a sheer humiliation to not only route my

queries to you and not to the Financial Controller. Copy of your e-mail dated 01.07.2021 enclosed as Annexure 7. The tone of your letter was so authoritative and humiliating for me as the Audit Committee Chairman.

15.2. You, the addressee No.2, was approached immediately, forwarding you the e-mail dated 01.07.2021 with a request to discuss the matter which did not elicit any response.
15.3. Your, addressee No. 3, mail dated 03.03.2022 was even more explicit, where you referred to this very mail of 01.07.2021 and made it clear that these were your “Instructions” last year, referring to your e-mail of 01.07.2021. Copy of your e-mail dated 03.03.2022 enclosed as Annexure 8. It appears to me that you started perceiving yourself to be employer and me as your employee and giving you a right to humiliate me.
15.4. Ever since the meeting of 03.03.2022, when I raised questions on the sanctity, purpose and rationale of the Rights Issue, I have been constantly humiliated at the Board Meetings and treated as an outcast with no Director or even the Company Secretary being allowed to speak to me.
15.5. As further humiliation, I was removed from all WhatsApp Groups of the Company and no mails of mine were ever responded by the Directors or the Employees at all levels.
15.6. As further humiliation, I was unceremoniously removed as Chairman of the Audit Committee and that of the Nomination and Remuneration Committee at the meeting of the Board of Directors held on 09.07.2022. This removal took place pending the disposal of my Whistleblower Complaint dated 22.04.2022 and was against the Whistleblower Policy as available on Company Website too.
15.7. The next phase of the humiliation was by way of blocking my e-mails to the Company Secretary and each of the Directors of the Company. My e-mail dated 18.07.2022 would certainly refresh your memory, copy enclosed as Annexure 9.
15.8. The humiliation accentuated on 28.09.2022 when so called Disciplinary meetings were launched and I was “instructed” by you, the addressee at Sl. No. 6,

“Considering the gravity of the allegations made in the Complaint and as an interim measure you are hereby directed not to have any interaction/ communication whatsoever (whether offline or online) with Mrs. Bhoomi Mewada until the inquiry/ investigation into the aforesaid Complaint is duly completed.

Additionally, you shall also neither interfere in any manner, nor cause any further escalation by attending the Management Meetings, Board Meetings (or any other meetings by whatever nomenclature called) particularly; wherein the conduct of the duties of Mrs. Bhoomi Mewada in her official capacity are concerned”

Copy of e-mail dated 28.09.2022 enclosed as Annexure 10

15.9. Through this humiliating message, you the addressee at Sl. No. 6, you were not only trying to prevent me from attending the Annual General meeting dated 30.09.2022 but preventing me from attending the meetings that where you, the addressees at Sl. No. 2 to 7, wanted to secure the permission of the Board of Directors to the issuance of Shares on preferential basis to the Equity Shareholders of GVWDPL.
15.10. On 02.09.2022, in the agenda prepared on your, addressees at Sl. No. 2 and 3, instructions, an item was introduced as to specifically mention the fact that my appointment as an Independent Director will not be recommended to the Shareholders for a second term. The humiliation was complete as only those items are brought before Board which require the approval of the Board.
15.11. This humiliation and hounding continued in October, 2022 and in specific I have to make a mention of your, addressee No. 6, e-mail of 07.10.2022, through which you made an oblique mention of your having engaged the services of two supreme court advocates to teach me a lesson. Copy of your e-mail dated 07.10.2022 enclosed as Annexure 11.
15.12. The humiliation extended further by your, addressee No. 6, e-mail of 22.10.2022, when you issued a notice as to breach of confidentiality to me, for essentially writing back to the purported Disciplinary committee vide my e-mail dated 13.10.2022. Copy of my e-mail dated 13.10.2022 enclosed for your ready reference and marked as Annexure 12.
15.13. The humiliation peaked in December, 2022 when on 07.12.2022, you addressee No. 6, sent me a Notice for appearance before the Disciplinary Committee meeting to be held on 15.12.2022. Copy of your, addressee No. 6, e-mail of 07.12.2022 enclosed as Annexure 13 as to which a farce was conducted on 15.12.2022 and where you would not even discuss the constitution of the purported Disciplinary committee and you even had the audacity of claiming that by exiting the purported Disciplinary committee meeting, without being a part of the farce which was being conducted, I was disrespectful. Copy of, your addressee No. 6, mail dated 15.12.2022 enclosed as Annexure 14
15.14. The humiliation was eventually converted to comedy show in January, 2023 when through your, addressee No. 6, mail dated 16.01.2023 you forwarded a voluminous report of the purported Disciplinary Committee, prepared so painstakingly by Advocates of the Supreme Court, and through which you asked for a Board meeting to be called on the highest priority. Copy of, your addressee No. 6, mail dated 16.01.2023 enclosed as Annexure 15

15.15. Dutifully, you the addressee at Sl. No. 3, sent an e-mail dated 16.01.2023 through which you assured/threatened that you will call a meeting of the Board later in the day clearly mentioning that you perceive this matter to be serious as well as important. Copy of your, the addressee at Sl. No. 3, e-mail dated 16.01.2023 enclosed as Annexure 16 .
15.16. I need not point out that the entire exercise fizzled out thereafter since no Board meeting was called that day or any day later and even when the Board Meeting was eventually called on 03.02.2023, this matter which you, the addressee at Sl. No. 3, considered to be serious as well as important was not even part of the Agenda for the meeting and when I raised the issue of your not even having placed the Minutes of the purported Disciplinary Committee before the Board of Directors, you, addressees at Sl. No. 2 and 3, were so sheepish in your response.
15.17. The entire episode or so to say the farce in the name of purported Disciplinary Committee has ended up exposing you further and you, addressees at Sl. No. 2 to 6, who claimed in the Board Meeting dated 09.07.2022 that since the project is under implementation and you need to save money by not paying sitting fees, must now come clean as to how much money was spent in paying the fees of the advocates of Supreme Court and if the said advocates of Supreme Court did conduct proceedings of the purported Disciplinary Committee and painstakingly prepared a Report, why were you, addressees at Sl. No. 2 to 7, deterred from even placing the said Report before even the Board of Directors, not to talk of Shareholders. Did the learned Company Secretary, briefed you, Sl. No. 2 to 6, rather late in the day that the removal of a Director requires approval of shareholders and which will expose you even further.
15.18. To summarise this section, my resignation is a win-win situation for each of us since I will be saved from further humiliation and you, addressees at Sl. No. 2 to 7, will not have to continue the farce of conducting Disciplinary Committee meetings and hearings. The Company will also be able to save additional and exorbitant fees that Mr. Jayant Bakshi and Ms. Mohini Priya must have charged from you in exchange for having sacrificed some constitutional cases at the Supreme Court.
As to Para 9 above , I have already pointed out above that after the initial delay which occurred in the Publication of Results for the year/quarter ended 31.03.2022, which was due to your fear of disclosure of Whistleblower Complaint to the investors at large, the delay in Publication of Results for the subsequent quarters was on account of your manipulative ways and was solely to prevent me from selling the shares held by me in the Company.
16.1. Specifically, as to March, 2022 Results which were to be declared as a matter of routine by 30[th] May, 2022, you, the addressee No.7, sent a Letter to BSE on

28.05.2022 citing administrative difficulties and staff issues, which was a blatant lie since I had raised a Whistleblower Complaint and you, the addressee Nos. 2 to 6 were apprehensive of the repercussions on the false image that you have created all these years. In this Letter you also claimed that the Company has always been regular in complying with the provisions of the Act but the submission of the Results for the year ended 31.03.2022 has got delayed due to circumstances beyond your control.

16.2. In the normal course, you, the addressee No.7, had sent a Letter to each Director on 31.03.2022 pursuant to which the Directors were advised that “Pursuant to SEBI (Prohibitions of Insider Trading) Regulations 2015, as amended and circulars issued by BSE on 2nd April, 2019 , the ‘TRADING WINDOW’ shall remain closed (i.e. any transaction in shares of the Company shall be prohibited) with effect from 1st April, 2022 (Friday) till the end of 48 hours from the announcement of financial results by the Company for the quarter and financial year ended 31st March, 2022 after being duly approved by the Board of Directors in its meeting. The respective Board Meeting is scheduled to be held on or before 30th May, 2022. The Directors were further advised not to deal/ transact in shares of the Company till the issue of further communication.
16.3. As such, in the normal course, the Directors would have been able to transact in the Shares of the Company during the window 30[th] May, 2022 to 30[th] June, 2022 since a fresh communication would have become necessary to the Directors under the SEBI (Prohibitions of Insider Trading) Regulations 2015 relevant to the June, 2022 results which would have been in force till 14[th] August, 2022 when in the normal course, the June 2022 results would have got declared and in which case, the Directors would have been able to transact in the Shares of the Company during the window 14[th] August, 2022 to 30[th] September, 2022, and so on.
16.4. As such while the results for March, 2022 were delayed for your fear, and you realised that I have not been able to sell my shares on account of the communication that was made on 31.03.2022, you discovered a formula to prevent me from selling my shares and delayed the declaration of results for the June, 2022 quarter too which were to be otherwise declared by 14[th] August, 2022.
16.5. As such, even when you mustered courage to declare the results for March, 2022 quarter, on 02.09.2022, by this time the embargo for June, 2022 quarter came into play and which prevented me from selling my shares even after 02.09.2022
16.6. I even lodged a complaint with SEBI as to delay in June, 2022 results without your having furnished a reason therefor, which was not replied by you at all and was craftily worded as if you have clubbed three complaints in a single reply furnished for three complaints, and fooling SEBI on that account.

16.7. Similarly, you delayed the results for September, 2022 quarter without furnishing any reason to BSE. If you could furnish a false reason to BSE for delay in March 2022 results, you got exposed by not furnishing any reason for delay in furnishing of June, 2022 results and the results for September, 2022 quarter, since the only reason for the delay in submission of the Results was your manipulative ways, hoping that I will fall for your trap and sell my shares, which I did not, and get punished under the SEBI (Prohibitions of Insider Trading) Regulations 2015.
16.8. In a way, it was a paradoxical situation. While SEBI (Prohibitions of Insider Trading) Regulations 2015 are designed to prevent the Directors and other insiders from trading in shares since they are believed to have access to information, the Regulations have not envisaged a Company where deliberately delays publication of results just to prevent a Director from selling his shares, despite not providing any information to the Director concerned and despite incurring a penalty of Rs. 5,000 per day.
16.9. Just in case your argument is that the delay has occurred for administrative reasons and staff shortage which you gave for delay in March, 2022, you have no right to remain listed on Stock exchanges.
16.10. As such, even when June, 2022 results were eventually declared on 03.02.2023, after a delay of as much as 173 days, you cannily sent a notice dated 06.02.2023 to BSE intimating the date of publication of September, 2022 and December, 2022 Results as 14.02.2023, you, addressee at Sl. No. 7, simultaneously intimated BSE that:

“Further, pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Trading Window for dealing in the securities of the Company shall remain closed for Directors, officers and designated Persons of the Company and others covered under the Regulations from the closure of business hours on 31st December, 2022 and shall open 48 hours after the information becomes generally available after approval of Unaudited financial results for the quarter and half year ended 30th September, 2022 and for the quarter ended 31st December, 2022”

16.11. While this intimation was provided to BSE, true to your manipulative ways, no such intimation was provided to me in the capacity of Director solely with an intent to trap me and assuming that since you have not intimated me individually, I will end up selling the shares. Having known your manipulative ways, I did not sell the Shares for the fear of being indicted under the SEBI (Prohibition of Insider Trading) Regulations, 2015.
16.12. Your manipulative ways exposed you even further and even that meeting dated 14.02.2023 scheduled for approval and eventual publication of September, 2022 and December, 2022 Results was cancelled by you, on 13.02.2022 by way of notice to BSE, once again without assigning any reason.

16.13. As my resignation is the only way to ensure that I am able to sell my shares on the day of my choosing, I hope I will be able to sell my shares now, subsequent to this letter of resignation. Even you will be able to publish the September, 2022 and December, 2022 Results since no other reason is left now for you to delay them.
As to Para No. 10, I have already pointed that the delays in the publication of Unaudited Results have started happening ever since I raised issues as to corporate Governance and in particular my victimization complaint dated 30.03.2022 and my first Whistleblower complaint dated 22.04.2022. As such, the Results for March, 2022 which were to be published by 30.05.2022 were delayed fearing a backlash from the investor community and were eventually published on 02.09.2022.
17.1. The Annual report for the year 2022 records that the Company has paid a penalty of Rs. 3,79,960 for delay in Publication of March, 2022 results.
17.2. The Results for June, 2022 were to be published by 14.08.2022 and were delayed to prevent me from selling my shares and were eventually published on 03.02.2023, after a delay of 173 days and at the rate of 5,000 per day, the penalty will work out to Rs. 8,65,000/-
17.3. As to the Results for September, 2022 which were to be published by 14.11.2022 and were delayed to prevent me from selling my shares and are yet to be published resulting in a minimum delay of 112 days and at the rate of 5,000 per day, the penalty will work out to Rs. 5,60,000/-. Please note that this is the minimum penalty and more you delay, more will be the penalty.
17.4. As to the Results for December, 2022 which were to be published by 14.02.2023 and were delayed to prevent me from selling my shares and are yet to be published resulting in a minimum delay of 20 days and at the rate of 5,000 per day, the penalty will work out to Rs. 1,00,000/-. Please note that this is the minimum penalty and more you delay, more will be the penalty.
17.5. As such, in all a penalty of Rs. 19,04,960 will be paid just to make sure that I am not able to sell my shares. This is the penalty you, the addressees at Sl. No. 2 to 6 have paid as a cost for your manipulative ways. It is apparent that this hardly bothers you since that will be paid eventually by the common investor who has put in his life savings while you are merely enjoying Salary and perquisites at his expense.
17.6. As such I am confident that on my resigning from the position of Independent Director, you will not be left with any reason to delay the publication of the results and the common investor will be saved from further ignominy.

As to Para No. 11 , and as has been mentioned above, that I have been able to figure out that in the name of putting up a project for the manufacture of Modular Buildings, you have been in effect running a Ponzi Scheme where fresh funds are raised from incoming investors to repay the existing investors, which has been so candidly admitted by you, the addressee at Sl. No. 3, vide your e-mail dated 17.05.2022 and listed as Annexure 6 and even when you were exposed by me through my Whistleblower Complaint dated 22.04.2022 and you pretended to have scrapped the Rights Issue, you have not been able to mend your ways and have craftily just reworded the Rights Issue by terming it as issuance of preferential shares to the shareholders of Give Vinduet Windows and Doors (P) Ltd., a shell company and acquiring the shares of GVWDPL Ltd., assuming that no one will be able to figure out the loss of Rs. 100.00 Crores that you will cause to the Company.
18.1. Before I elaborate that loss of Rs. 100.00 Crores, let me refresh your memory as to the said Whistleblower Complaint, since that is nearly 1 year old now.
18.2. Having detected the lapses in corporate Governance, specifically listed in paragraphs 14.0 to 14.27, I started digging further and realised that in the name of raising funds through the Rights Issue and investing those funds for the implementation of the Project, you were diverting these funds for buying the shares which had been issued to the shareholders of Give Vinduet Windows and Doors (P) Ltd., a shell company where the sums have been raised for onward lending to the subsidiary MMBPL. It is your, addressee No. 3, own admission as per Annexure 6 that Give Vinduet Windows and Doors (P) Ltd., raised Rs. 24.96 Crores and of which Rs. 18.78 Crores was lent to MMBPL and you have not been able to explain what really happened to the remaining Rs. 6.18 Crores, nor should I be entitled to know that but certainly I am entitled to know as to why should MCTL purchase the shares of a shell company, which has raised Equity just for lending to MMBPL. As such the Whistleblower Complaint dated 22.04.2022 was raised and a copy whereof is set out as Annexure 17
18.3. As can be seen from Annexure 17 , the essence of the said Whistleblower Complaint was as follows:
a. Resolution passed at the Board Meeting dated 15.03.2022 in terms of which a sum of Rs. 41.00 Crores was to be raised by way of Rights Issue.
b. The Board note claimed that of the said sum of 41.00 Crores, a sum of Rs. 24.96 Crores shall be utilised towards investment in Give Vinduet Windows and Doors (P) Ltd., and that Rs. 15.56 Crores shall be utilised towards Project Finance and Working Capital Requirements.
c. It was falsely stated to the Board that the investment is being made in a Group Company. The fact of the matter is Give Vinduet Windows and Doors (P) Ltd.

is a subsidiary Company of Prashant Developers (P) Ltd. having its Registered Office in Junagarh.

d. Shares held by Red Ribbon Group are just 7.68% of the paid up capital. Even as to 44.94% of the CCDs which were stated to be held by the Red Ribbon Group, the Equity Component of the CCDs in the aggregate of the Share Capital and the CCDs was just 28%
e. It was also falsely stated that Give Vinduet Doors and Windows (P) Ltd. is a manufacturer of doors, windows and their frames, shutters and rolling shutters; fire escapes, gates and similar articles of iron or steel used on buildings and that GVWDPL will supply its products to MCTL.
f. The Balance Sheet of GVWDPL was never placed before the Board of Directors of the Company which was deliberate since the said Balance Sheet provides a number of facts which have been concealed, the principal of which is the nature of activity being carried out by GVWDPL. The shocking fact is that GVWDPL is just a shell company or at the most a finance Company. It has no revenue from operations, neither in 2021, nor in 2020 nor in 2019 and even earlier than that. The income that it generates is only book entries, on account of Loans extended. Thus the balance Sheet categorically proves that GVWDPL is not a manufacturer at all.
g. The Company has Net Fixed Assets of only Rs. 28,265 and it is even amusing to perceive as to how a company can manufacture doors, windows and their frames with net fixed assets of Rs. 0.28 Lacs and if MCTL was to invest in a manufacturer, whether an investment of Rs. 24.96 Crores would be justifiable when the net fixed assets of GVWDPL are just Rs. 0.28 Lacs.
h. The said GVWDPL had carried forward Losses of Rs. 2,55,40,988 which are hidden on account of pending Share application money and Equity Component of Compulsorily convertible Debentures and which have been craftily merged and shown as other Equity
i. In 2020, the GVWDPL paid a Directors Remuneration of Rs. 91.77 Lacs, for a Company which has no operations, although no remuneration was paid in 2021 which means that Directors Remuneration is booked at sweet will and a repeat thereof is not ruled out when investment of Rs. 24.96 Crores is made by MCTL.
j. There are no employee Expenses which means there are no employees too making it amusing to perceive as to how could manufacture of doors, windows and their frames, happen without the employees.
k. Admin Expenses are Rs. 3.24 Lacs of which Legal and professional fee alone is Rs. 2.99 Lacs and paltry sums have been incurred on other heads, proving that it is just a shell company.

l. As on 31.03.2021 the Book Value of GVWDPL was Rs. 8.12 and despite my insistence, the price at which the shares are to be acquired was never disclosed.
m. It has also been wrongly stated that a sum of Rs. 15.56 Crores will be spent on Project Finance and working capital requirements. The fact of the matter is that the Company MCTL does not have any project at all and there is no question of having any working capital requirements either.
18.4. This Whistleblower Complaint which in effect exposed the fraud of Rs. 41.00 Crores that was being played on the Board of Directors, as an Institution, was never intimated to BSE, which is otherwise required under the extant SEBI LODR Regulations. My reminders to you, the addressee No. 7, were all ignored.
18.5. If the contents of Annexure 5 , which was circulated to the Audit Committee on 14.03.2022 and the Board on 15.03.2022, are synchronised with that of the admission of you, the addressee at Sl. No. 3, dated 17.05.2022 and set out as Annexure 6 , the veracity of the Whistleblower Complaint dated 22.04.2022 set out as Annexure 17, can easily be established .
18.6. It is amazing and amusing that despite my having detected a fraud of the magnitude of Rs. 41.00 Crores and having reported to the Whistleblower Investigation Committee on 22.04.2022, you, the addressee at Sl. No. 7, never reported it to BSE and my repeated reminders to you to forward to BSE were simply ignored.
18.7. This was never placed before the Audit Committee either till the time I was the chairman of the Audit committee and my repeated reminders to you, the addressees at Sl. No. 2 to 7, to place the Whistleblower Complaint before the Audit Committee did not find any favour.
18.8. Instead, making a mockery of the Audit Committee and the Whistleblower policy, you the addressees, removed me as the Audit Committee Chairman and member of the Audit Committee itself at the meeting of the Board held on 09.07.2022, despite the fact that a Whistleblower complaint was pending and under the Whistleblower policy no adverse personnel action could not have been taken against me. As such another Whistleblower complaint No. 2/2022 was submitted by me to the WBIC and a copy whereof is set out as Annexure 18
18.9. Making a mockery of the Audit Committee, the Whistleblower policy and every norm of corporate Governance, you, the addressee at Sl. No. 3, heaped a farce in the form of appointment of a Company Secretary, Ms. Sneha Kuruvilla, to investigate the said Whistleblower Complaint dated 22.04.2022 and yet had the audacity of claiming that the said investigator has been appointed by the Company. A copy of the appointment

Letter issued by you, the addressee at Sl. No. 3, to Ms. Sneha Kuruvilla is enclosed as Annexure 19

18.10. On a perusal of the appointment Letter issued to Ms. Sneha Kuruvilla, it was found that as per you, the addressee at Sl. 3, has attempted to place on record the holding of meeting of the Board of Directors on 30.05.2022, which was never held and in the alternate, it would have meant appointment of Ms. Sneha Kuruvilla as the Investigator to investigate a matter as serious as a fraud of Rs. 41.00 Crores and that is why another Whistleblower Complaint No. 3/2022 dated 04.08.2022 was raised by me and a copy whereof is enclosed as Annexure 20 .
18.11. The so called Investigator Ms. Sneha Kuruvilla carried out the farce even further even after being explained categorically that subjecting to her investigation would mean recognising her appointment as valid in law, whereas I have already lodged a Whistleblower complaint which related to her appointment itself. A copy of my e-mail dated 06.07.2022 is enclosed and marked as Annexure 21 .
18.12. You, the addressees at Sl. Nos. 2 to 6, conducted another farce of procuring an Investigation report from Ms. Sneha Kuruvilla and without placing the same before the Board of Directors disposed of the said Whistleblower complaints and true to your manipulative ways simultaneously pretending that the Rights Issue to which the original Complaint related has now been scrapped.
18.13. This was clearly a farce, since simultaneous to the disposal of the said Whistleblower complaints at the meeting of the Board held on 02.09.2022, you introduced the subject of issuance of shares on preferential basis but could not muster courage to bring appropriate resolutions for the approval of the Board, simultaneously exerting pressure on me through your so called Disciplinary committee. I have already placed on record as to how your horror show has transformed into a comedy show.
18.14. Eventually, you mustered courage in November, 2022 and brought before the Board a resolution for issuance of shares on preferential basis to the existing shareholders of Give Vinduet Windows and Doors (P) Ltd. for consideration other than cash by way of swap of shares. I must say, you the addressees at Sl Nos. 2 to 6 have been exposed even further.
18.15. As a matter of fact, since I am now familiar with you manipulative ways, the agenda forwarded to the Board of Directors for the meeting held on 09.11.2022 gave yourself away since the agenda did not provide any background as to the object of the issue as is required under the Secretarial Standards and only set out a draft of the resolution to be passed, proving that you have a lot to conceal and little to reveal.

18.16. It was only after passing of the said resolution that the next item on the agenda which was approval of the draft Letter of Offer (PAS-4) could be taken up and which listed the purposes and object of the Offer as to acquire Give Vinduet Windows and Doors (P) Ltd. (GVWDPL), and as has already been explained it is a shell company.

You did not permit any discussions at the Board meeting and hence through this resignation Letter let me ask you, the addressees at Sl. No. 2 to 6:

  - _“ How would MCTL benefit from the Swap of shares with those of GVWDPL”_

18.17. Let us now see as to what GVWDPL is all about
a) It is on record that GVWDPL is not a manufacturing Company. It can only boast of an object clause of a Memorandum of Association which claims that it has an object to manufacture Windows and doors. On a lighter note, I can incorporate a Company with an object to launch satellites.
b) It is on record that GVWDPL has no technology to offer, no drawings are there no designs are there.
c) It is on record that GVWDPL has no patents to offer, no patents have been filed either.
d) It is on record that GVWDPL has no Brand name or other Trademark to which can it claim to have any intellectual property rights.
e) It does not have any office, workshop or Godown of its own, not even its own Registered office
f) It does not have any employee
g) It does not have any assets except one solitary computer the WDV of which is some Rs. 28,265 as at 31.03.2021. It is difficult to comprehend that how could a Computer carry out manufacturing operations of doors, windows and their frames.
h) No additional input is to be brought in by even the Directors. One of the Directors is a graduate from the arts stream from Delhi university and the other is a Civil Engineer who is already on the Board of Modulex Modular Buildings Ltd., (MMBPL) the subsidiary of this company.
i) The only asset of significance is the Loan of Rs. 18 Crores which GVWDPL has advanced to MMBPL at 7.37% and has never demanded back. 7.37% is less that the current rate of Fixed Deposits. Why would the subsidiary even want to pay back, leave alone acquiring the Company
18.18. It is to pertinent to note that as per Annexure 6 , being confession from you, the addressee at Sl. No. 3, you were to provide exit to the shareholders of GVWDPL and while you may have scrapped the Rights Issue, the demand for providing exit to the shareholders of GVWDPL was never scrapped and is very much alive and kicking in the form of the preferential issue.
18.19. To recall your statement, Give Vinduet Windows and Doors (P) Ltd. has raised Rs. 24.96 Crores and that is the amount of preferential issue and you, the addressees at

Sl. No. 2 to 7, never had the courage to place that object in the agenda and it was craftily concealed in some layer of the explanatory statement to Postal ballot notice.

18.20. Simply stated, the proposed issue of shares on preferential basis to the shareholders of GVWDPL is nothing but a Rights Issue in a new format. In the Rights Issue, money was to be raised in MCTL and from which Shares would have been bought from shareholders of GVWDPL and in the current preferential issue, MCTL shares would be allotted to the shareholders of GVWDPL on swap basis and without any lock-in.
18.21. In the proposed issue, against issuance of shares of Rs. 24.96 Crores, MCTL will gain a value of only Rs. 18.89 Crores only on the face of it will lose out on Rs. 6.07 Crores, which actually is a sum by which the promoters have enriched themselves and there is a clear conflict of interest which has not been brought either before the Board of Directors or the Shareholders of MCTL through the Postal ballot Notice.
18.22. The eventual object of acquisition of GVWDPL, which you the addressees at Sl. No. 2 to 6 have failed to acknowledge and admit is that the preferential issue nothing but a Ponzi scheme where funds are raised afresh to repay the previously raised funds, which was also the object of the Rights Issue which you the addressees at Sl. No. 2 to 6 claim to have abandoned. Even that claim is false since in view of the fierce opposition of mine through a Whistleblower Complaint , you the addressees at Sl. No. 2 to 6 have merely changed your strategy and instead of launching a Rights Issue from which funds will be raised to acquire the Shares of GVWDPL, in this current round of Ponzi Scheme, shareholders of GVWDPL will get MCTL Shares instead and which they could perhaps sell to the gullible investors. The effect remains to be same. In the first round (rights issue), they would have got a return of the sums invested by them in 2019-20 in cash and in the second round (preferential issue) they simply get the shares of MCTL which they can sell on the floor of the Exchange.
18.23. As I said this Rs. 6.07 Crores is just on the face of it, whereas the real loss will be Rs. 100.00 Crores and please see the table below

Section A: MCTL
No. of outstandingShares as on 31.03.2022	51,303,040
Shareholders’ Funds as on 31.03.2022(Rs.)	3,319,276,000
Book Value Per Share(Rs.)	64.70

No. of Shares to be issued towards the swap- Original	18,205,576
Revised No. of Shares to be issued towards the swap- Option 1	17,898,746
Revised No. of Shares to be issued towards the swap- Option 2	17,998,524

Aggregate book value of Shares offered byMCTL in swap– Original(Rs.)	1,177,889,877
Aggregate book value of Shares offered byMCTL in swap- Revised - Option 1(Rs.)	1,158,038,160

Aggregate book value of Shares offered byMCTL in swap- Revised - Option 2(Rs.)	1,164,493,737


Section B : GVWDPL
No. of outstandingShares as at 31.03.2021	9,565,000
Paid upCapital(Rs.)	95,650,000
Retained Earnings as on 31.03.2021(Rs.)	(25,540,988)
Shareholders Funds as at 31.03.2021(Rs.)	70,109,012
Book Value Per Share(Rs.)	7.33
No. of Shares to be received from GVWDPL in Swap	24,217,000
Aggregate book value of Shares to be received from GVWDPL in Swap (Rs.)	177,504,437

Loss in Book Value alone - asper Original Postal Ballot Notice(Rs.)	(1,000,385,440)
Loss in Book Value alone - asper Postal Ballot Notice in corrigendum - Option 1(Rs.)	(980,533,722)
Loss in Book Value alone - asper Postal Ballot Notice in corrigendum - Option 2(Rs.)	(986,989,299)

As to Paragraph 12 , I have already stated in Paragraphs 14.1 and 14.2 that you, Mr. Aditya Kanoria, addressee No. 4, who pretends to be an Independent Director has a significant shareholding in the said Credent Investment (P) Ltd. and you were to act as Advisor to the Rights Issue disregarding that it would tantamount to conflict of interest. Offer Letter from Credent enclosed. Annexure 3
19.1. Further, as has been stated in Paragraph 14.17 you, Mr. Aditya Kanoria, addressee No. 4, were present at the Audit Committee held on 14.03.2022 as member of the Audit Committee where no answers were available to the corporate governance issues and yet you did not speak a single word at that meeting.
19.2. Further, on 27.07.2022, I sought a meeting of the Independent directors and your convenience as also that of you, the addressee at Sl. No. 5, reminded on 08.08.2022, and while you, the addressee at Sl. No. 5, did mention that you will be travelling for the whole of the month of August, 2022, I gave a number of reminders such as on 12.08.2022, 13.08.2022, 14.08.2022, 16.08.2022, 17.08.2022, 18.08.2022, and 19.08.2022, 20.08.2022, 21.08.2022, 22.08.2022, 23.08.2022, 24.08.2022, 25.08.2022, 26.08.2022, 27.08.2022, 28.08.2022, 29.08.2022, 30.08.2022 and 31.08.2022 yet there was no response from you and as a matter of fact there is no response from you even till date, which not only raises serious doubts as to your independence but actually proves that it is a farce.
19.3. As to you, the addressee at Sl. No. 6, you have been the flagbearer or the humiliation squad and enough has already been placed on record in your praise at paragraphs 15.8, 15.11, 15.12, 15.13 and 15.14 and which proves that your designation as Independent Director is merely a farce.

As such having regard to the facts stated above and in particular my grievances set out in paragraph 5 above, I tender my resignation from the position of Independent director with immediate effect. The reasons have been so explicitly stated above.
I request you, the addressee at Sl. No. 7, being the compliance officer to acknowledge receipt of this Letter, take my resignation on record and take necessary steps to complete the legal and procedural formalities including filing of Form DIR-12 with the ROC.

Thanking You Yours Sincerely

SANDEEP Digitally signed by SANDEEP KHURANA KHURANA Date: 2023.03.07 03:36:13 +05'30'

Sandeep Khurana DIN 02118658

==> picture [63 x 27] intentionally omitted <==

==> picture [253 x 192] intentionally omitted <==

==> picture [107 x 174] intentionally omitted <==

==> picture [320 x 235] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [94 x 47] intentionally omitted <==

==> picture [50 x 39] intentionally omitted <==

==> picture [89 x 40] intentionally omitted <==

==> picture [450 x 131] intentionally omitted <==

==> picture [453 x 238] intentionally omitted <==

==> picture [94 x 47] intentionally omitted <==

==> picture [453 x 55] intentionally omitted <==

==> picture [454 x 233] intentionally omitted <==

==> picture [161 x 46] intentionally omitted <==

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

AGENDA ITEM NO. 1 3[RD] MARCH, 2022

TO GRANT LEAVE OF ABSENCE, IF ANY, TO THE DIRECTORS SEEKING THE SAME.

Leave of absence, if any, may be granted to the Directors seeking the same.

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

AGENDA ITEM NO. 2 3[RD] MARCH, 2022

TO RAISE FUNDS THROUGH ISSUANCE AND ALLOTMENT OF EQUITY SHARES HAVING FACE VALUE OF RS. 10.00/- (RUPEES TEN ONLY) (‘EQUITY SHARES’) FOR AN AGGREGATE AMOUNT OF UPTO RS. 41 CRORES/- (RUPEES FORTY ONE CRORES ONLY) ON RIGHT ISSUE BASIS (‘ISSUE’).

The Board Members are hereby informed that it is proposed to Raise funds through the issuance and allotment of Equity Shares having face value of Rs. 10/- each for an aggregate amount of upto Rs. 41 Crores/- (Rupees Forty One Crores Only) on Rights Issue basis.

The Board is requested to consider and approve to Raise funds through the issuance and allotment of Equity Shares having face value of Rs. 10/- each for an aggregate amount of up to Rs. 41 Crores/- (Rupees Forty One Crores Only) on Rights Issue basis, and if thought fit, to pass the following resolution, with or without modification(s):-

“ RESOLVED THAT in pursuance of provisions of Section 62, read with Section 23 (1) (c) and other applicable provisions of the Companies Act, 2013, along with rules made thereunder, each as amended (‘Companies Act’), and in accordance with the provisions of Memorandum of Association and the Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018, including subsequent amendments thereto (‘SEBI (ICDR) Regulations’), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including subsequent amendments thereto, the Foreign Exchange Management Act, 1999, including subsequent amendments thereto, the Securities Contracts (Regulation) Act, 1956, including subsequent amendments thereto, rules, regulations made thereunder and any other provisions of applicable law, and subject to such other applicable approvals, permissions, and sanctions of the lenders of the Company, Securities and Exchange Board of India (‘ SEBI ’), BSE Limited, the stock exchange where presently the equity shares having face value of Rs. 10.00/(Rupees Ten Only) of the Company are listed (‘ BSE Limited’ ), the Ministry of Corporate Affairs, the Government of India, and any other concerned statutory or regulatory authorities, if and to the extent necessary, and such other approvals, permissions, and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed in granting of such approvals, permissions, and sanctions by any of the aforesaid authorities, the consent of the Board of Directors of the Company (‘ Board ’) be and is hereby accorded to offer, issue, and allot Equity Shares by way of a rights issue to the existing shareholders of the Company on a record date (to be decided at a later date) (‘ Eligible Shareholders’ ) at such price, at par, or premium, or discount to the market price, considering the prevailing market conditions and such other considerations that the Board may, in its absolute discretion, decide, such that the aggregate value (including premium) does not exceed Rs. 41 Crores/(Forty One Crores )on right issue basis (‘ Issue ’) or such other sum as may be determined by the Board and on such other terms and conditions as may be mentioned in the Draft letter of Offer, Letter of Offer, Abridged letter of Offer, and/ or Application Forms to be issued by the Company in respect of the Rights Issue (collectively referred to as ‘ Issue Materials’ ), proposed to be utilised for the purpose of (a) Investment is in Give Vinduet Windows and Doors Private Limited, a group company of our Company (‘ GVWaDPL ’); (b) Working Capital requirements; (c) Issue related expenses; and (d) general corporate purposes and/or any other object that the Board may decide, and to list the Equity Shares allotted pursuant to the Issue, on BSE Limited and on such other terms and conditions as may be mentioned in the Issue Materials, including granting of rights to the Eligible Shareholders of the Company, to whom the offer is made to renounce the Rights Shares being offered in the Issue, in favor of any other person(s), rights to the persons to whom the Rights Shares are being issued to

apply for additional Rights Shares, and to decide, at its discretion, the proportion in which such additional Rights Shares shall be allotted.”

“ RESOLVED FURTHER THAT all the Rights Shares so offered, issued and allotted by way of the Issue shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company.”

“ RESOLVED FURTHER THAT the Rights Shares issued and allotted, shall rank pari-passu in all respects with the then existing Equity Shares of the Company.”

“ RESOLVED FURTHER THAT for the purpose of giving effect to the Rights Issue, the Rights Issue Committee, consisting of Mr. Suchit Punnose, Whole Time Director, Mr. Ajay Palekar, Managing Director, Mr. Aditya Vikram Kanoria, Independent Director, and Mr. Sandeep Khurana, Independent Director hereby formed are authorized to do the following, if necessary:

To appoint and enter into arrangements with the lead manager for the Rights Issue (‘Lead Manager’), registrar, ad-agency, banker(s) to the Rights Issue, and all other intermediaries and advisors necessary for the Issue, to enter into and execute all such arrangements, contracts/ agreements, memorandum, documents, etc., in connection therewith;
To negotiate, authorize, approve, and pay commission, fees, remuneration, expenses and / or any other charges to the applicable agencies/ persons and to give them such directions or instructions as it may deem fit from time to time;
To approve and adopt any financial statements prepared for purposes of inclusion in the Issue Materials, pursuant to the requirements outlined by the SEBI (ICDR) Regulations or any other applicable law for time being in force, including intimating the approval and adoption of such financial statements to the BSE Limited, if required;
To negotiate, finalize, settle, and execute the issue agreement, registrar agreement, ad-agency agreement, banker to the issue agreement, and any other agreement with an intermediary and all other necessary documents, deeds, agreements, and instruments in relation to the Issue, including but not limited to any amendments/ modifications thereto;
To take necessary actions and steps for obtaining relevant approvals from SEBI, the BSE Limited, or such other authorities, whether regulatory or otherwise, as may be necessary in relation to the Issue;
To finalize the Issue Materials and any other documents as may be required and to file the same with SEBI, BSE Limited and other concerned authorities and issue the same to the Shareholders of the Company or any other person in terms of the Issue Materials or any other agreement entered into by the Company in the ordinary course of business;
To approve, finalize, and issue in such newspapers as it may deem fit and proper all notices, including any advertisement(s)/ supplement(s)/ corrigenda required to be issued in terms of SEBI (ICDR) Regulations or other applicable SEBI guidelines and regulations or in compliance with any direction from SEBI and/or such other applicable authorities;
To decide in accordance with applicable law, the terms of the Issue, including the nature of the Rights Shares, the total number, issue price, and other terms and conditions for issuance of the Rights Shares to be offered in the Issue, and suitably vary the size of Rights Issue, if required, in consultation with the Lead Manager;
To fix the record date for the purpose of the Issue for ascertaining the names of the Eligible Shareholders who will be entitled to the Rights Shares, in consultation with BSE Limited;

To decide the rights entitlement ratio in terms of number of Rights Shares which each existing Eligible Shareholder on the record date will be entitled to, in proportion to the Equity Shares held by the eligible Shareholder on such date;
To open bank accounts with any nationalized bank/ private bank/ scheduled bank for the purpose of receiving applications along with application monies and handling refunds in respect of the Issue;
To appoint the collecting bankers for the purpose of collection of application money for the Issue at the mandatory collection centers at the various locations in India;
To decide on the marketing strategy of the Issue and the costs involved;
To decide in accordance with applicable law on the date and timing of opening and closing of the Issue and to extend, vary or alter or withdraw the same as it may deem fit at its absolute discretion or as may be suggested or stipulated by SEBI, BSE Limited or other authorities from time to time;
To issue and allot Rights Shares in consultation with the Lead Manager, the registrar, the BSE Limited, and to do all necessary acts, execution of documents, undertakings, etc., with National Securities Depository Limited and Central Depository Services (India) Limited, in connection with admitting the Rights Shares issued in the Issue;
To sign the listing applications, issue ASBA instructions;
To apply to the regulatory authorities seeking their in-principle approval and approval for allotment of any unsubscribed portion of the Rights Issue (in favor of the parties willing to subscribe to the same);
To decide, at its discretion, the proportion in which the allotment of additional Rights Shares shall be made in the Issue;
To take such actions as may be required in connection with the creation of separate ISIN for the credit of rights entitlements in the Issue;
To dispose of the unsubscribed portion of the Rights Shares in such manner as it may think most beneficial to the Company, including offering or placing such Rights Shares with promoter and/ or promoter group/ banks/ financial institutions/ investment institutions/ mutual funds/ foreign institutional investors/ bodies corporate or such other persons as the Board may in its absolute discretion deem fit;
To make necessary changes and to enter the names of the renouncees, if they are not members of the Company in the register of members of the Company;
To decide the mode and manner of allotment of the Rights Shares if any not subscribed and left/ remaining unsubscribed after allotment of the Rights Shares and additional Rights Shares applied by the Eligible Shareholders and renouncees;
To finalise the basis of allotment of the Rights Shares in consultation with Lead Manager, registrar and the BSE Limited, if necessary, including to decide the treatment of fractional entitlement, if any, in relation to the Equity Shares to be issued pursuant to the Issue;
To settle any question, difficulty, or doubt that may arise in connection with the Issue and allotment of the Rights Shares as aforesaid and to do all such acts, deeds, and things as the Board may in its absolute discretion consider necessary, proper, desirable, or appropriate for settling such question, difficulty or doubt and making the said Issue and allotment of the Rights Shares; and

To take all such steps or actions and give all such directions as may be necessary or desirable in connection with the Issue and to settle any question, difficulty or doubt that may arise in connection with the Issue including the issuance and allotment of Rights hares as aforesaid and to do all such acts and deeds in connection therewith and incidental thereto, as the Board may in its absolute discretion deem fit.”

“ RESOLVED FURTHER THAT the said Rights Issue Committee shall carry on its work either by passing a resolution at a meeting or by circulation as permitted under applicable law.”

“ RESOLVED FURTHER THAT both the three members of the Rights Issue Committee shall form the quorum for a meeting of the Rights Issue Committee and a circular shall be deemed to be signed by the Rights Issue Committee if it is signed by the three members of the Rights Issue Committee.”

“ RESOLVED FURTHER THAT Mr. Ajay Palekar, Managing Director and Mr. Suchit Punnose, Whole Time Director, Mr. Mahendra Kumar Bhurat, Chief Financial Officer and Ms. Bhoomi Mewada, Company Secretary and Compliance Officer, be and are hereby severally authorized to generally do all such acts, deeds, matters, and things as it may in its absolute discretion deem necessary, desirable and expedient in connection with this resolution, including effecting any modifications or changes to the foregoing (including modification to the terms of the issue) making necessary filings with SEBI, the BSE Limited, and any other regulatory authorities and execution of any documents or agreements on behalf of the Company and to represent the Company before any governmental authorities and to appoint any merchant banker or other professional advisors, consultants, without being required to seek any fresh approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of the resolution and to settle all questions, difficulties, or doubts that may arise in regard to the Rights Issue and utilization of the proceeds of the Rights Issue and take all other steps which may be incidental, consequential, relevant or ancillary, to give effect to this resolution.”

“ RESOLVED FURTHER THAT Rights Shares to be allotted pursuant to the Issue shall be listed on BSE limited, and that Ms. Bhoomi Mewada, Company Secretary and Compliance Officer be and is hereby severally authorized to sign necessary application forms and other documents/ papers and take such action as may be required in this regard.”

“ RESOLVED FURTHER THAT every Eligible Shareholder who is eligible to apply in the Issue shall have a right to renounce their rights entitlement being offered, in favour of any other person(s). Every Eligible Shareholder, including renouncee(s) shall be entitled to apply for additional Rights Shares and the allotment of the additional Rights Shares shall be made in the proportion to be decided by the Board in consultation with the BSE Limited.”

“ RESOLVED FURTHER THAT treatment of fractional entitlements will be finalized and disclosed in the Issue Materials.”

“ RESOLVED FURTHER THAT Ms. Bhoomi Mewada, Company Secretary and Compliance Officer, be and is hereby appointed as the Compliance Officer for the purpose of the Rights Issue and shall be responsible for monitoring compliance of securities laws and redressal of investor grievances.”

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

AGENDA ITEM NO. 3 3[RD] MARCH, 2022

ANY OTHER MATTER WITH THE PERMISSION OF CHAIRMAN AND MAJORITY OF DIRECTORS PRESENT.

Any other matter(s) may be taken up for consideration with the permission of Chairman and majority of directors present at the meeting.

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

AGENDA ITEM NO. 4 3[RD] MARCH, 2022

VOTE OF THANKS TO THE CHAIRMAN OF THE MEETING.

Vote of thanks to the chairman of the meeting.

Annexure A

Notes on the Rights Issue of shares

1. Details relating to the Size of the issue:

The company will issue shares to the existing shareholders on right basis up to amounting to Rs.41, 00, 00,000/- (Rupees Forty One Crores).

2. Details relating to the No. of shares and Price of the shares of equity shares.

The details relating to the no. of shares and price of the shares will be available of the post receipt of the in-principle approval from BSE. We can either fix the issue price or the size of the issue. Here the issue size is fix i.e. Rs.41, 00, 00,000/- (Rupees Forty One Crores). (A note from Merchant banker is attached for ready reference).

3. Object of the issue.

The details in relation to objects of the Issue are set forth herein below:

a. Investment is in Give Vinduet Windows and Doors Private Limited (GVWDPL), a group

company of our Company:-

GVWDPL is manufacture of doors, windows and their frames, shutters and rolling shutters; fire escapes, gates and similar articles of iron or steel used on buildings. GVWDPL will supply its products to MCTL.

b. Project Finance & Working Capital requirements

After Covid-19 pandemic, the recommencement of the construction work of the Steel Modular Building Factory is making good progress. The Company has planned to complete factory building and related facilities to enable the commencement of trail production. The proceeds of right issue will be utilised for the completion of the Factory Building.

c. Expenses for the Issue

The Issue related expenses consist of fees payable to the Lead Manager, Legal Counsel, processing fee to Registrars to the Issue, printing and stationery expenses, advertising expenses and all other incidental and miscellaneous expenses for listing the Right Shares on the Stock Exchange. Our Company will need approximately Rs. 47, 30,821/-(Rupees Forty Seven Thousands Eight Hundred Twenty One) towards these expenses, a break-up of the same is as follows:

1	Expenses related to Right Issue	2,655,000
2	ROC Expenses for Authorised Capital	2,075,821

d. General corporate purposes and/or any other object

The remaining Net Proceeds, if any, shall be utilized towards general corporate purposes and the amount to be utilized for general corporate purposes shall not exceed 25.00% (Twenty-Five Percent) of the Gross Proceeds. Such utilization towards general corporate purposes shall be to drive our business growth.

The details of Issue Proceeds are set forth in the following table:

Particulars	Amount(Rs.)
Gross Proceeds from Issue#	41,00,00,000

Page 1 of 3

Annexure A

Less: Estimated Issue related Expenses	47,30,821
Net Proceeds from the Issue	40,52,69,179

# Assuming full subscription and receipt of all Call Monies with respect to Rights Shares.

*The Issue size will not exceed Rs. 41, 00, 00,000.00/- (Rupees Forty-One Crores Only).

The intended use of the Net Proceeds of the Issue by our Company is set forth in the following table:

==> picture [401 x 98] intentionally omitted <==

----- Start of picture text -----

Sr. No Particulars Amount
1. Investment in Give Vinduet Windows and Doors Private 24,96,20,000
Limited
2. Towards Project Finance & Working capital requirements 15,56,49,179
3. Issue related expenses 47,30,821
4. General Corporate Purpose/ any other object# 0
Total Net proceeds@ 41,00,00,000
----- End of picture text -----

# Assuming full subscription and receipt of all Call Monies with respect to Rights Shares.

*The Issue size will not exceed Rs. 41, 00, 00,000.00/- (Rupees Forty-One Crores Only).

4. Utilization of net proceeds and schedule of implementation

We propose to deploy the Net Proceeds towards the aforesaid objects in accordance with the estimated schedule of implementation and deployment of funds set forth in the table below:

==> picture [431 x 168] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars Amount to be Estimated deployment of
No. deployed Net Proceeds for the Financial
from Net Year ending March 31
proceeds 2023 2024
1 Investment in Give Vinduet 24,96,20,000 24,96,20,000 0
Windows and Doors Private Limited
2 Towards Project Finance & Working 15,56,49,179 15,56,49,179 0
capital requirements
3 Issue related expenses 47,30,821 47,30,821 0
4 General Corporate Purpose/any 0 0 0
other object #
Total Net proceeds 41,00,00,000 41,00,00,000 0
----- End of picture text -----

# Assuming full subscription and receipt of all Call Monies with respect to Rights Shares. *The Issue size will not exceed Rs. 41, 00, 00,000.00/- (Rupees Forty-One Crores Only).

The fund requirement and deployment are based on our management estimates and has not been appraised by any bank or financial institution or any other independent agencies. The fund requirement above is based on our current business plan and our Company may have to revise these estimates from time to time on account of various factors beyond our control.

5. Basis of determining Give Vinduet Windows and Doors Private Limited as the Group Company of MCTL.

a) Board of Directors:-

Sr. No.	Name
1	Mr. Punnose Punnose

Page 2 of 3

Annexure A

2 Mr.Suchit Punnose 3 Mr.Arvid Traaseth Pedersen

b) Investment:-

Redribbon Group is holding 13.34% of Equity Shares and 44.94% Compulsory Convertible Debentures in GVWDPL as on 28.2.2022

Shareholding Pattern as on 28.02.2022

==> picture [403 x 134] intentionally omitted <==

----- Start of picture text -----

Equity Share Capital
Particulars % of Share
No. of Shares
Holdings
Modulex Modular Buildings Private Limited. 9,999 0.04%
Mr.Suchit Punnose 1 0.00%
Redribbon Modulex Buildings Limited. Mauritius 3,330,000 13.34%
Redribbon Group 3,340,000 13.38%
Others Shareholders 21,622,000 86.62%
Total 24,962,000 100.00%
----- End of picture text -----

CCD as on 28.02.2022

==> picture [402 x 113] intentionally omitted <==

----- Start of picture text -----

CCD
Particulars Amount of % of Share
CCD (Rs.) Holdings
Modulex Construction Technologies Limited 6,000,000 16.34%
Redribbon Modulex Buildings Limited. Mau 10,500,000 28.60%
Redribbon Group 16,500,000 44.94%
Others Shareholders 20,213,500 55.06%
Total 36,713,500 100.00%
----- End of picture text -----

Page 3 of 3

==> picture [63 x 27] intentionally omitted <==

==> picture [57 x 41] intentionally omitted <==

==> picture [516 x 513] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [532 x 209] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [343 x 206] intentionally omitted <==

==> picture [136 x 39] intentionally omitted <==

==> picture [508 x 504] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [509 x 117] intentionally omitted <==

==> picture [282 x 93] intentionally omitted <==

==> picture [246 x 82] intentionally omitted <==

==> picture [260 x 88] intentionally omitted <==

==> picture [229 x 92] intentionally omitted <==

==> picture [508 x 108] intentionally omitted <==

==> picture [246 x 147] intentionally omitted <==

==> picture [512 x 36] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [532 x 192] intentionally omitted <==

==> picture [49 x 63] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [532 x 293] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [522 x 562] intentionally omitted <==

==> picture [415 x 153] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [209 x 54] intentionally omitted <==

==> picture [149 x 39] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [532 x 211] intentionally omitted <==

==> picture [488 x 325] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [38 x 39] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [532 x 214] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [263 x 168] intentionally omitted <==

==> picture [513 x 178] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [519 x 710] intentionally omitted <==

==> picture [519 x 777] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [499 x 318] intentionally omitted <==

==> picture [82 x 62] intentionally omitted <==

==> picture [515 x 289] intentionally omitted <==

==> picture [519 x 218] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [180 x 35] intentionally omitted <==

==> picture [515 x 249] intentionally omitted <==

==> picture [501 x 392] intentionally omitted <==

==> picture [522 x 692] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

==> picture [63 x 27] intentionally omitted <==

==> picture [290 x 194] intentionally omitted <==

==> picture [208 x 59] intentionally omitted <==

==> picture [198 x 123] intentionally omitted <==

==> picture [133 x 41] intentionally omitted <==

==> picture [501 x 348] intentionally omitted <==

==> picture [81 x 41] intentionally omitted <==

==> picture [521 x 691] intentionally omitted <==

AI assistant

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED Board/Management Information 2023

62866_rns_2023-03-14_07f2e167-d930-494e-a229-39df447de389.pdf

Security ID: MODULEX

Scrip Code: 504273

Sub: Intimation regarding the resignation of Mr.Sandeep Khurana, Independent Director

Dear Sir,

For Modulex Construction Technologies Limited

7[th] March, 2023

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

TO GRANT LEAVE OF ABSENCE, IF ANY, TO THE DIRECTORS SEEKING THE SAME.

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

VOTE OF THANKS TO THE CHAIRMAN OF THE MEETING.

Notes on the Rights Issue of shares

1. Details relating to the Size of the issue:

2. Details relating to the No. of shares and Price of the shares of equity shares.

3. Object of the issue.

a. Investment is in Give Vinduet Windows and Doors Private Limited (GVWDPL), a group

company of our Company:-

b. Project Finance & Working Capital requirements

c. Expenses for the Issue

d. General corporate purposes and/or any other object

4. Utilization of net proceeds and schedule of implementation

a) Board of Directors:-

b) Investment:-

Shareholding Pattern as on 28.02.2022

CCD as on 28.02.2022

AI assistant

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED — Board/Management Information 2023

62866_rns_2023-03-14_07f2e167-d930-494e-a229-39df447de389.pdf

Security ID: MODULEX

Scrip Code: 504273

Sub: Intimation regarding the resignation of Mr.Sandeep Khurana, Independent Director

Dear Sir,

For Modulex Construction Technologies Limited

7[th] March, 2023

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

TO GRANT LEAVE OF ABSENCE, IF ANY, TO THE DIRECTORS SEEKING THE SAME.

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

BOARD MEETING

VOTE OF THANKS TO THE CHAIRMAN OF THE MEETING.

Notes on the Rights Issue of shares

1. Details relating to the Size of the issue:

2. Details relating to the No. of shares and Price of the shares of equity shares.

3. Object of the issue.

a. Investment is in Give Vinduet Windows and Doors Private Limited (GVWDPL), a group

company of our Company:-

b. Project Finance & Working Capital requirements

c. Expenses for the Issue

d. General corporate purposes and/or any other object

4. Utilization of net proceeds and schedule of implementation

a) Board of Directors:-

b) Investment:-

Shareholding Pattern as on 28.02.2022

CCD as on 28.02.2022

More from MODULEX CONSTRUCTION TECHNOLOGIES LIMITED

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED Board/Management Information 2023