Modern India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 90^>hAnnual Report along with Audited Statement of Accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS- Standalone

	Financial year 2023-24	Financial year 2022-23
Revenue from operations	41480.85	12062.45
Fair Valuation Gain (Net)	1643.77	-
Other Income	1092.83	1195.71
Total Income	44217.45	13258.16
EBITDA	33412.24	7900.57
Depreciation	(336.17)	(319.97)
Finance Cost	(89.81)	(285.62)
Profit /Loss before exceptional item and tax	32986.27	7294.98
Provision for taxes / Deferred tax gain / (loss)/MAT Credit Entitlement w/o	7471.27	1827.66
Profit/(Loss) after tax	25515.00	5467.32
Other comprehensive Income	(22.56)	2.52
Total comprehensive Income	25492.43	5469.84

GENERAL INFORMATION ABOUT THE COMPANY

The Company has various business verticals inter alia Real Estate and Infrastructure Development, Power Generation, Background Verification, Commodities Trading, International procurement solutions amongst others.

We are the pleased to inform you that in month of February, 2024 the Company achieved the certification of Great Place to Work for 2^nd year in a row.

Independent Director Shri S D Israni resigned from his position on 12^th October, 2023 due to his deteriorating health and the Management and the Company as a whole would like to place on record their heartfelt gratitude for the services he rendered to the company during his tenure as independent director.

With sadness and grief, we also report the sad demise of Shri S D Israni on 26^th April, 2024 and we pray that God give his family the strength to bear this irreplaceable loss.

PERFORMANCE

The Company has shown exponential growth in the business giving all time high profits to its stakeholders. The Company during the period under review has managed to achieve its projections.

General elections were held, BJP led NDA formed the government under the leadership of Shri. Narendra Modi, albeit a coalition government, Honble Prime Minister Shri Narendra Modi in his statement stated that the central government will continue its push for economic growth and a business-friendly environment to ensure that India becomes the third largest economy by the year 2027. With decisive and strong government, the company expects some strong policies facilitating businesses especially exports of goods and services.

The GDP during 2023-24 is estimated at 7.6 percent as compared to a 7.2% percent in previous year. Indias exports of both goods and services have been exceptionally strong in 2023-24.

With regard to the Companys Subsidiaries, Modern International (ASIA) Limited has recorded a profit of US$ 1,86,946, the step down subsidiary Modern Vietnam has shown potential for growth and business opportunities are increasing. However, Verifacts Services Pvt ltd has faced a minor hiccup and has reported a loss in the year under consideration due to the downturn in the IT sector and lack of overall hiring in the IT industry. Your company has set up a wholly owned subsidiary in Singapore by the name of Verifacts Solutions Pte Ltd, Singapore which in turn has set up a wholly owned subsidiary in Philippines which is carrying out business in the name of Verifacts Inc, Philippines.

The Company has executed an agreement for sale with M/s. K. Raheja Corp Private Limited for the property situated at Keshavrao Khadye Marg (Clerk Road) Mahalaxmi, Mumbai and as on date two towers known as Modern Viveria North and Modern Viveria South are under construction. As on date around 170 units from the 220 units to be constructed has been sold or agreement for sale for the said has been executed.

The performance of the Company during the year under review, the revenue from operation was as Rs. 41480.85Lakhs compared to Rs 12062.45lakhs during the previous year 2022-23. Company has shown profit after tax to the tune of Rs 25515.00Lakhs during the year under consideration.

EVENTS AFTERTHE BLANCESHEET DATE

The company has successfully received the accreditation of ISO 2009: 2015.

The Company had filed an application for Reduction of Share Capital petition in the Honble NCLT, Mumbai bench. The Honble NCLT, Mumbai Bench in its final hearing held on 23.07.2024 had pronounced an order in favor of the Company for approving the reduction of share capital of the Company from Rs. 7,50,85,500/- to Rs. 7,05,55,290/-under the section 66 of the Companies Act, 2013.

EVENTS DURINGTHEYEAR UNDER REVIEW Update on Construction at Modern Centre:

A) STATUS OF DEVELOPMENT PROJECT AT PLOT D1 -ERSTWHILE MODERN CENTRE

Development work is progressing as per plan and 25^th habitable floor (as on date) has been constructed in Tower North and 8^th habitable floor in Tower South

The company has all the necessary approvals and work is progressing at a brisk pace. RERA registration was done in February 2022 and 170 flats have been booked / sold (as on date) as per details which have been uploaded on the RERA site

B) STATUS ON A2 PLOT, MAHALAXMI

Work on Plot A2 commenced on October 2022 and ground floor has been constructed and 3^rd floor is under construction.

C) UPDATE STATUS ON REHABILITATION OF CHAWLS

Along with development of plot D1 (earlier plot D) it had been decided to begin and complete the rehabilitation of the Chawls at Mahalaxmi. Company has decided to take the services of KRC as Project Management Company to advise, manage and implement development of rehabilitation portion of plot E. The Company and the chawl occupants have agreed on the PAAA that is the agreement for providing them alternate accommodation on site as per DPCR 35. The finalized draft of PAAA has been submitted to the monitoring Committee and once the final list of occupants as certified by Mahada is received the company will execute the said PAAA. On execution of the same and hand over of possession to the Company, the company will begin the work of redevelopment.

Update on Solar Power Plant:

The 3 MW plant is fully operational and it Continues to generate power as per schedule.

Update on Investments:

During the year under review our Company has subscribed to the non-cumulative redeemable preference shares of Candescent Properties Private Limited, Verifacts Estates Private Limited, Ignatius Developers Private Limited, Alcyone Realtors Private Limited.

CHANGE INTHE NATURE OF BUSINESS, IF ANY

There are no changes in the nature of Business during the year under review.

EVENTS SUBSEQUENTTOTHE DATE OF FINANCIAL STATEMENTS

Modern Estates India Private Limited a wholly owned Subsidiary of Modern India Limited was incorporated on 11^th April, 2024. DIVIDEND AND RESERVES

During the year the Company had earned good profit but the management in of the view that the same should be reinvested into the operations of the Company to achieve more growth as new project in real estate sector.

BOARD MEETINGS AND ATTENDANCE

During the year Seven Meetings of Board were held viz; on 07^th April, 2023, 03^rd May, 2023, 05^th June, 2023, 18^th August, 2023, 08^th November, 2023, 11^th December,2023 & 13^th February, 2024, and the gap between two Board meetings did not exceed 120 days.

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

Names of the Directors	Category	No. of Board Meetings Attended	Last AGM Attendance (Yes/No)
Shri Vijaykumar Jatia	Chairman and Managing Director	7	Yes
Shri Anand Didwania	Independent Director	7	Yes
Shri P. K. Bubna	Non-Executive Director	7	No
Smt. Gauri Jatia	Non-Executive Director	7	No
Shri.S.D.Israni#	Independent Director	4	Yes
Shri.Kaiwan Kalyaniwala	Independent Director	7	Yes
Shri. Sidhant Jatia	Executive Director	7	Yes
Shri. Mudit Jatia	Executive Director	7	Yes
Shri. Satyan Israni##	Independent Director	3	No

# Shri. S.D. Israni resigned from the post of directorship w.e.f. 12/10/2023 ## Shri. Satyan Israni was appointed as Director w.e.f. 08/11/2023 DIRECTORS AND KEY MANANGERIAL PERSONNEL

The Companies Act, 2013 requires that the Independent Directors of the Company meet at least once a year without the presence of Executive Directors, the Non-Executive Director or the Management or the Promoters of the Company.

The Independent Directors of our Company met once during the year on 27^lh March, 2024

The Nomination and Remuneration Committee and the Board of Directors have carried out the annual performance evaluation of all the Directors including Independent Directors, Non-executive non-Independent Directors, Executive Directors and Chairman and Managing Director and the Board as a whole.

During the year, Shri. S.D. Israni (DIN: 00125532), Independent Director of the Company resigned from the position of directorship w.e.f 12/10/2023.

Shri. Satyan Israni (DIN:01174081) was appointed as an Additional Non-Executive Independent Director w.e.f 08/11/2023. He being eligible and willing to be appointed, your directors propose his appointment as an Independent Director of the Company for the period of 5 years at the ensuing Annual General Meeting of the Company.

As per the provisions of the Companies Act, 2013, Mr. Pradip Kumar Bubna (DIN:00135014) will retire as director at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

The tenure of the Shri. Vijay Kumar Jatia (DIN: 00096977) Chairman and Managing Directors and Shri. Sidhant Jatia (00097177) and Shri Mudit Jatia (DIN:00192012 Executive Directors expired on 31^st July 2024 and 16^th June, 2024 respectively. The Board proposes to re-appoint them in the ensuing Annual General Meeting as per the terms and conditions mentioned in the Notice. The Board recommends their reappointment.

Shri. Anand Didwania (DIN:00022120) completed his 2^nd term as an Independent Director on 22^nd July, 2024.

Shri. Kaiwan Kalywaniwalla (DIN:00060776) completed his 2^nd term as an Independent Director on 22^nd July, 2024. Based on his strong credential, vast experience, diverse knowledge of law and business of the Company, the Board was appointed him an Additional NonExecutive Director on 23^rd July, 2024 holds office upto ensuing Annual General Meeting.

He being eligible and willing to be appointed, your directors propose his appointment as Non-Executive Director of the Company and his appointment will be liable to retire by rotation.

Shri. Anuj Didwania (DIN: 00022601) who was appointed as an Additional Director Non-Executive and Independent Director w.e.f 01^st August, 2024 holds office upto the ensuing Annual General Meeting. He being eligible and willing to be appointed, your directors proposes his appointment as an Independent Director of the Company for the period of 5 years at the ensuing Annual General Meeting of the Company.

Shri. Rajas Doshi (DIN: 00050594) who was appointed as an Additional Director Non-Executive and Independent Director w.e.f. 01^st August, 2024 holds office upto the ensuing Annual General Meeting. He being eligible and willing to be appointed, your directors proposes his appointment as an Independent Director of the Company for the period of 5 years at the ensuing Annual General Meeting of the Company.

Except this above there were no other changes.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013

COMMITTEES OFTHE BOARD

The Companies Act, 2013 provides for the formation and duties of various committees of the Board, the Company in compliance with the Act, already has the following Committees in existence as on 31^st March, 2024 and all the committees have specific roles, duties and responsibilities.

The following are the various Committees of the Board viz.

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Investment and Finance Committee.

AUDIT COMMITTEE

The Audit Committee was constituted in January, 2001 and has been reconstituted from time to time. The current strength of the Audit Committee is four members. All the members of the Audit Committee are Non-Executive Directors. Two-thirds of the members of the

Committee are Independent Directors. All the members of Audit Committee are financially literate and possess accounting and related financial management expertise.

The Composition of the Audit Committee is as under:

1. Shri. Anand Didwania	Chairman
2. Shri. Pradip Kumar Bubna	Member
3. Shri. Satyan Israni	Member
4. Shri. Kaiwan Kalyaniwalla	Member

Due to the following changes in the composition of Board, the Board of Directors as its meeting held on 23^rd July, 2024, reconstituted the Audit Committee w.e.f 01^st August, 2024

The Composition of the Audit Committee is as under:

1. Shri. Rajas Doshi	Chairman
2. Shri.Pradip Kumar Bubna	Member
3. Shri. Satyan Israni	Member
4. Shri. KaiwanKalyaniwalla	Member
5. Shri. Anuj Didwania	Member

The Chairman & Managing Director of the Company is a permanent Invitee of the Audit Committee. At the invitation of the Committee, representatives from various divisions of the Company, Internal auditors, Statutory Auditors and Chief Financial Officer also attend the Audit Committee meetings to respond to queries raised at the Committee meetings. Shri. Parind Badshah, Sr. Vice President and Company Secretary acts as the Secretary to the Audit Committee.

During the year under review Seven meetings were held on 07^th April, 2023, 03^rd May, 2023, 05^th June, 2023, 18^th August, 2023, 08^th November, 2023, 11^th December, 2023 & 13^th February, 2024. The meetings were attended by all the members of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted in April, 2002 and has been reconstituted from time to time. The Committee currently comprises of four directors where majority are Independent Directors.

The Composition of the Nomination And Remuneration Committee is as under:

1. Shri. Anand Didwania	Chairman
2. Shri. Pradip Kumar Bubna	Member
3. Shri. Satyan Israni	Member
4. Shri. KaiwanKalyaniwalla	Member
5. Shri Vijay Kumar Jatia	Member

Due to the following changes in the composition of Board, the Board of Directors as its meeting held on 23^rd July, 2024 reconstituted the Nomination & Remuneration Committee w.e.f. 01^st August, 2024

The Composition of the Nomination and Remuneration Committee is as under:

1. Shri. Rajas Doshi	Chairman
2. Shri. Pradip Kumar Bubna	Member
3. Shri. Satyan Israni	Member
4. Shri. KaiwanKalyaniwalla	Member
5. Shri. Vijay Kumar Jatia	Member
6. Shri. Anuj Didwania	Member

The terms of reference of the Nomination and Remuneration Committee include reviewing and recommending the terms of remuneration payable to the Executive Directors, the Key Managerial Personnel (KMPs) based on the evaluation of their performance and senior management personnel including executives holding office of profit. The Committee also evaluates the performance of the Board of Directors. Shri. Parind Badshah, Sr. Vice President and Company Secretary & Legal acts as the Secretary to the Nomination and Remuneration Committee.

The Company has Remuneration Policy for Directors, Key Managerial Remuneration and other employee formulated by the Committee for determining Qualification, Positive Attributes and Independence of a Director and others which is available on the website of the Company www.modernindia.co.in

During the year under review two meetings were held on 05^th June, 2023 and 08^th November, 2023. The meetings were attended by all the members of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

According to the provisions of section 178(5) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014, every company having more than 1000 shareholders/ debenture holders/ deposit holders and any other security holders is required to have a “Stakeholders Relationship Committee”. The committee was constituted in June, 2002.

The Composition of the Stakeholders Relationship Committee is as under:

1. Shri. Anand Didwania	Chairman
2. Shri. Pradip Kumar Bubna	Member
3. Shri. Vijay Kumar Jatia	Member

Due to the following changes in the composition of Board, the Board of Directors as its meeting held on 23^rd July, 2024 reconstituted the Stakeholders Relationship Committee w.e.f. 01^st August, 2024

The Composition of the Stakeholders Relationship Committee is as under

1. Shri. Satyan Israni	Chairman
2. Shri. Vijay Kumar Jatia	Member
3. Shri. Pradip Kumar Bubna	Member

During the year, the Committee met once, on 08^th November, 2023. The meeting was attended by all the members of the Committee. RISK MANAGEMENT COMMITTEE

The Company has constituted a risk management committee (though not mandated) constituted in October, 2014, to evaluate the various risk factors faced by the organization and how the same can be mitigated.

The Composition of the Risk Management Committee is as under:

1. Shri. Satyan Israni	Chairman
2. Shri. Vijay Kumar Jatia	Member
3. Shri. Kaiwan Kalyaniwalla	Member

Due to the following changes in the composition of Board, the Board of Directors as its meeting held on 23^rd July, 2024, reconstituted the Risk Management Committee w.e.f. 01^st August, 2024.

The Composition of the Risk and Management Committee is as under

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1. Shri. Vijay Kumar Jatia	Chairman
2. Shri. Satyan Israni	Member
3. Shri. Kaiwan Kalyaniwalla	Member
4. Shri. Rajas Doshi	Member

During the year, the Committee met once, on 05^th June, 2023. The meeting was attended by all the members of the Committee. INVESTMENT AND FINANCE COMMITTEE

The Investment and Finance Committee was constituted in August, 2017. The Committee currently comprises of five directors of the Company. The Investment and Finance Committee comprises:

1. Shri. Vijay Kumar Jatia	Chairman and Managing Director
2. Smt. Gauri Jatia	Director
3. Shri. Pradip Kumar Bubna	Director
4. Shri. Sidhant Jatia	Executive Director
5. Shri. Mudit Jatia	Executive Director

The terms of reference of the said Committee is to exercise powers of investment as per limits approved by the Board of Directors of the Company, review the Companys financial policies, risk assessment and minimization procedures, approve opening and operation of Investment Management Accounts with Banks, Financial Institutions, PMS, etc., Approve Opening, Closing and changes in signatories of the regular accounts with the banks for the purpose of carrying out business operations of the Company, exercise powers to borrow fund as per limits approved by the Board of Directors for the purpose of working capital requirements and strategic investments, Review regularly and give recommendations about changes to the charter of the Committee, to delegate Authority from time to time to the executives/ Authorized personnel to implement the Committees decision, carry out any other functions as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modifications as may be applicable.

The committee meetings are attended usually by all committee directors and the said meetings are held on weekly basis.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The year under review saw the company earning profits, whereby the Company has fallen under the purview of the Section 135 of the Companies, Act, 2013. Therefore the Board of Directors of the Company in its meeting held on 05.06.2023, Constituted a Corporate Social Responsibility Committee with following Members-

1. Shri. Vijay Kumar Jatia,	Chairman
2. Smt. Gauri Jatia,	Member
3. Shri. Anand Didwania,	Member
4. Shri. Kaiwan Kalyaniwalla,	Member

Due to the following changes in the composition of Board, the Board of Directors as its meeting held on 23^rd July, 2024, reconstituted the Corporate Social Responsibility w.e.f 01^st August, 2024.

The Composition of the Corporate Social Responsibility Committee is as under

1. Shri. Vijay Kumar Jatia,	Chairman
2. Smt. Gauri Jatia,	Member
3. Shri. Anuj Didwania,	Member
4. Shri. Kaiwan Kalyaniwalla,	Member

The details are attached in the CSR Report as an Annexure I.

VIGIL MECHANISM:

The Companies Act, 2013 envisages a Vigilance Mechanism and accordingly keeping in view the above a Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to approach and report the Violation to :-

(i) immediate supervisor;

(ii) Chairman of Audit Committee

(iii) anonymously, by sending an e-mail to: vigilance@modernindia.co.in

All complaints / reports under this Policy will be promptly and appropriately investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law.

During the year, the Company had not received any complaints.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

To reinforce the Companys position as an equal opportunity employer and in the light of the increasing gender diversity it was felt necessary to articulate the Companys commitment by providing a workplace free of sexual harassment and therefore Company has adopted a policy statement on prevention of sexual harassment which is in Compliance with the Sexual harassment (Prevention, Prohibition and Redressal) Act, 2013 and Supreme Court Directives.

Due to resignation of Ms. Pooja Maurya the said committee was reconstituted by the Board of Directors of the Company in its meeting held on 10.06.2024, comprises of the following members :

1. Smt.Rani Mahey	Presiding Officer
2. Smt. Renu Kapoor	External Member
3. Kum Pranali Pate	Member
4. Shri.Parind Badshah	Member

The Committee organizes awareness programmers within the organization.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of its profit for the year ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

v) Internal Financial Control have been followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

vi) Directors have devised proper system to ensure Compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

Detailed note on Internal Financial Control is given in the Management Discussion Analysis which a part of this report. The Statutory Auditors M/s. M. L. Sharma and Company., Chartered Accountants also carry out the Audit of Internal Financial Controls over Financial Reporting as required under the Act and the Auditors have given their report to the Board and based on which the Directors have stated in their Directors Responsibility Statement that the Internal Financial Control have been followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

SUBSIDIARY COMPANIES

MODERN INTERNATIONAL (ASIA) LIMITED, HONG KONG (MIAL)

Modern International (Asia) Limited [MIAL] is actively involved in the B2B segment Business. MIAL sources products viz textile, machinery, furniture, luggage, building /construction material, gift articles etc. primarily from China/Vietnam and other Countries and exports it to its clientele in other countries.

The Company achieved sales/ turnover of USD 1,23,27,210 for the year 2023-24 as against USD 1,16,56,653/- for the year 2022-23. The Company made a profit after tax of USD 1,86,946 as against a profit of USD 1,25,182 in the previous financial year Efforts are being made to further increase the turnover in the coming year. The Company will continue to monitor the situation closely and take appropriate action as per regulatory guidelines.

STEPDOWN SUBSIDIARY - Modern International (Vietnam) Company Ltd

As informed earlier, Modern International (Vietnam) Company Ltd was incorporated on 17^th October 2019 and it became step down subsidiary of our Company. Business is slowly picking up and it is expected that the Vitenam company will soon achieve its targeted potential.

The Company achieved revenues from sales of goods and rendering of services of VND 58,46,72,675 for the year 2023-24 as against VND 39,50,00,000 for the year 2022-2023.

VERIFACTS SERVICES PRIVATE LIMITED

Verifacts Services Private Limited, a wholly- owned subsidiary of Modern India Limited is a human resources consulting company providing background/ antecedents verification services. The business continued to show an upside trend and looked positive, however in the middle of the year especially from the third quarter onward the business was hit by a downturn as the IT companies decided to trim their work forces and they delayed fresh recruitment which in turn led to a drop in volume, however the Management is tackling this issue by also concentrating on offering its services to various other industries. The company has reported a turnover of 19.15 crores against 24.98 crores in the previous year. The company suffered a loss of Rs 2.71 crores during the year under review.

VERIFACTS SOLUTIONS PTE LTD, SINGAPORE

Verifacts Solutions Pte. Ltd., a wholly owned subsidiary of Modern India Limited was incorporated on 09^th June, 2023 in Singapore, engaged in the business a human resources consulting company providing background/ antecedents verification services and IT Solutions. The Company has just started operations and it is expected that during the coming year the business of the company will grow and the Management is taking all necessary action to promote the same in Singapore. The company currently has reported a loss of USD 19682.

STEPDOWN SUBSIDIARY - Verifacts INC

Verifacts INC is a step-down subsidiary of our Company. It was incorporated on 27^th September, 2023 under the laws of the Republic of the Philippines engaged in the business of background verification of facts, human resources development and information technology software services. The company has stated operations and earned revenue of Peso 10,050 and the loss incurred during the year under review is peso 27,38,862. Management is taking all necessary steps to grow the business in Philippines, there is a huge growth potential as various industries and corporate houses have their offices in Philippines.

MODERN ESTATES INDIA PRIVATE LIMITED

Modern Estates India Private Limited, a wholly owned subsidiary of Modern India Limited was incorporated on 11^th April, 2024, engaged in the business of Real Estates.

ASSOCIATE COMPANIES

The Company does not have any associate companies nor does it have any existing joint venture as on 31^st March, 2024.

Details of the Companies which have become / ceased to be its Subsidiary/ JV/ Associate Company.

During the year no other company became / ceased to be the subsidiary / JV / Associate Company. The company now has only three wholly owned subsidiary and two step down subsidiary.

Details of existing subsidiaries are given below:

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part“A”: Subsidiaries

Sr No. Information in respect of each subsidiary	Modern International(Asia) Limited (in USD)	Verifacts Services Private Limited (in Rs Lakhs)	Verifacts Solutions Pte. Ltd. (Singapore)(in USD)
1 Reporting period for the subsidiary concerned, if different from the holding companys reporting period	NA	NA	NA
2 Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries	For Asset USD 83.35 For Liability USD83.35	NA	For Asset USD 83.35 For Liability USD83.353
3 Share capital	USD 1280000	Rs.50.00	USD250000
4 Reserves & surplus	USD 1617432	Rs 905.11	USD (19682)
5 Total assets	USD 5724738	Rs 2312.32	USD34367
6 Total Liabilities	USD 2857306	Rs 1357.21	USD4049
7 Investments	USD 30000	Rs 1100.51	USD200000
8 Turnover	USD12327210	Rs 1685.66	NIL
9 Profit before taxation	USD 186946	Rs (364.43)	USD (19682)
10 Profit after taxation	USD186946	Rs (271.50)	USD (19682)
11 Proposed Dividend	NIL	NIL	NIL
12 % of shareholding	100%	100%	100%

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rules 12(1) of the Companies (Management and Administration) Rules,2014, an extract of Annual Return in MGT-9 is available on official website: www.modernindia.co.in.

AUDITORS APPOINTMENT/RATIFICATION STATUTORY AUDITORS

M/S. Khandelwal Jain & Co. Chartered Accountants (FRN105049W ) the existing Statutory Auditor of the Company were appointed as auditor by the Members to hold office from conclusion of 88^thAnnual General Meeting until conclusion of 93^rd Annual General Meeting.

SECRETARIAL AUDIT REPORT

Report on Secretarial Audit for the year 2023-24 conducted by M/s. Parikh & Associates, Practicing Company Secretaries is annexed to this Report as an ANNEXURE -II.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

In compliance with the provisions of Section 134 read with Companies (Accounts) Rules, 2014, a statement giving requisite information is given in ANNEXURE A forming part of this Report.

FIXED DEPOSITS: During the year under review, the Company has neither accepted nor renewed any Fixed Deposits, under Section 73 & 74 of the Companies Act, 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT ORTRIBUNALS

There are no significant and material orders passed by the regulators or Court or Tribunals impacting the going concern status and the Companys operations in future. However the Company had filed the petition with the NCLT, Mumbai bench for reduction of share capital on 12^th January, 2024 and the said petition has been approved vide order dated 23^rd July, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the Provision of the Companies Act, 2013 and the Company has taken / given SECURED LOANS (Taken) Rs.

Secured Borrowings (Non-Current):	95.38Lakhs
Secured Borrowings (Current):	9371.30Lakhs
unsecured Borrowings (Current):	NIL
secured current maturities of
long -term debt:	47.27Lakhs
TOTAL:	9516.96Lakhs
SECURED LOANS (Given):	NIL
UNSECURED LOANS (given):	448.13Lakhs
CURRENT INVESTMENTS:	NIL
NON CURRENT INVESTMENTS:	29148.18Lakhs

GUARANTEES: Corporate Guarantee for USD 5 million given to Indian Overseas Bank for credit facility availed by overseas Subsidiary Modern International (Asia) Limited.

Note: Corporate Guarantee of Rs 450 Crore given by Modern India Ltd to HDFC Ltd on behalf of K Raheja Corp Ltd.

Corporate guarantee received by the Company from K Raheja Corp Ltd of Rs 250 Crore for Credit Facility taken by the Company from HDFC Ltd.

SECURITIES EXTENDED: The guarantees are secured against Land and flats to be constructed and for other borrowings, the same is secured by Hypothecation of investments in units of Mutual Fund and land situated at Plot D1, Mahalaxmi, Mumbai

RISK MANAGEMENT POLICY

Risk is an integral and unavoidable component of business and the Management is committed to managing the risk in a proactive and effective manner. The Board of Directors in its Meeting held on 18.05.2015 constituted the “Risk Management Committee” and adopted the Risk Management Policy. The objective is to identify and mitigate the risk. The Company has adopted a systematic approach to mitigate risk associated with accomplishment of objective, operations, revenues and regulations.

PARTICULARS OF CONTRACT AND ARRANGEMENTSWITH RELATED PARTIES

Details of contracts and arrangements with related parties is given in form AOC-2 as ANNEXURE-III FORMAL ANNUAL EVALUATION

The Board of Directors pursuant to Section 134 (3)(p) of the Companies Act, 2013 conducts an evaluation of the Board as a whole, its Committees as well as the performance of each individual director in the first meeting of the Board in the new financial year. The Independent directors at their meeting held in March 2015 had laid down the criteria / parameters for conducting the said evaluation which was accepted by the Board and thereafter the evaluation was conducted. The performance of the Directors and their role and the performance of the Committees were found satisfactory and in turn the overall performance of the Board was also satisfactory.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not Applicable to the Company.

RATIOS OF REMUNERATION TO EACH DIRECTOR

The Directors of the Board receive sitting fees for attending the meeting of the Board and its various Committees. Shri Vijay Kumar Jatia who is the Chairman and Managing Director of the Company pursuant to Section 196, 197 and the Amended Schedule V of the Companies Act, 2013, the remuneration of Rs 1.68 Crore per annum plus other perquisites as approved by the members of the Company. During the year Shri. Vijay Kumar Jatia drew a total remuneration of Rs 186.30 Lakhs/-.

In view of this, only one ratio of remuneration of the director (Managing Director) with the median of the employees is possible which is enclosed as ANNEXURE- IV.

CORPORATE GOVERNANCE: NOT APPLICABLE

Compliance with Secretarial Standards During the year under review, the Company has complied with all the applicable Secretarial Standards.

ISSUE OF SWEAT EQUITY SHARES/ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS/ISSUE OF SHARES UNDER EMPLOYEES STOCK OPTION SCHEME.

The Company has not issued any sweat equity shares/Issue of Shares with Differential Rights/Issue of Shares under Employees stock option scheme during the year under review.

DISCLOSURE ON PURCHASE BY COMPANY OR GIVING OF LOAN BY IT FOR PURCHASE OF ITS SHARES.

The Company has neither purchased nor given any loan to anyone for purchase of its shares.

BUYBACKOFSHARES

The Company has not considered any proposal for buyback of shares during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Report on Management Discussion and Analysis - Not Applicable

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

ACKNOWLEDGMENT

Your directors wish to place on record their sincere thanks to the Valued Customers, Suppliers, Bankers, Central Government, State Governments and various Consultants and Business Associates for their continued support, co-operation and guidance during the year under review.Your directors also wish to thank their employees and executives at all levels for their valuable contributions.

Mumbai
Date: 29/08/2024	For and on behalf of the Board of Directors
	Sd/-
	Vijay Kumar Jatia