Modi Rubber Director Discussions


Your Directors have pleasure in sharing with you the 50th Annual Report on the business and operations of the Company, alongwith the audited financial statements for the financial year ended March 31, 2023 ("FY").

IMPLEMENTATION STATUS OF BIFR SCHEME

The Central Government vide its Notification No.S.O.3568 (E) Dated 25 November 2016 put into force the provisions of the Sick Industrial Company (Special Provisions) Repeal Act 2003 repealing SICA 1985. However, the Repeal Act shall not affect any order made by the BIFR for sanctioned Scheme. In compliance of direction issued by BIFR, your company continue to implement the unimplemented provisions of sanctioned schemeby the BIFR on 8.4.2008.

In this respect, industrial rehabilitation for Modinagar Tyre Factory (MTF) could not be achieved as yet. The matter for possession of MTF Plant is pending with Honble Allahabad High Court. The OL appointed by the Allahabad High Court in Modi Export Processors Limiteds (MEPL) winding up proceedings has put his seal on The MTF Plant.Company has taken a legal recourse for re-possession of MTF Plant. Litigation with one creditor is also pending who have till date not accepted the dues as per scheme sanctioned by the BIFR.

Your Company has been following up with Govt agencies/authorities/department/Creditors to provide relief and concessions and to accept settlement as per scheme sanctioned by the BIFR.

The Company has taken new initiatives to improve its long term prospects and performance. These include:-

1. Your Company has been very vigorously taking actions to get re-possession of Companys properties which were occupied by illegal occupants/Ex- Employees. Efforts include legal recourse, and also settlement as per BIFR Scheme wherever possible.

2. Company is taking several steps to utilize its real- estate resources and wherever possible to put them to generate revenue.

FINANCIAL RESULTS

During the FY 2022-23, your company has earned a net Profit (Standalone) after tax Rs 796.64 Lakhs as compared to net profit of Rs 523.10 Lakhs in previous year and a total comprehensive income of Rs 137.69 as compared to income of 16202.45 Lakhs in the previous year. Income of your company is mainly from guest house operations, Interest & dividend.

DIVIDEND

Since, there is no adequate profit; your Board does not recommend any dividend.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from public during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE REPORTS

A detailed Management Discussion & Analysis Report and a Corporate Governance Report along with certificate from the statutory auditors of the Company in pursuance with compliance of Listing Regulations are attached and form part of this Annual Report of the Company.

Directors and Key Managerial Personnel

A) Appointment/Re-appointment of Directors and Key Managerial Personnel

There is no change in the Composition of Board of Directors and Key Managerial Personnel.

B) Meeting of the Board of Directors

During the financial year ended on March 31, 2023, 4 (Four) Board Meetings and 1 (one) meeting of Independent Directors were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

C) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under applicable regulations of SEBI (LODR) 2015 with the Stock Exchanges.

D) Board Evaluation

The Company has formulated a policy on performance evaluation for the Directors, Board and its Committees and other individual Directors on the parameters inter alia covering attendance, effective participation, domain knowledge, access to management outside Board Meetings and Compliance with the Code of Conduct, vision and strategy and benchmark to peers.

Pursuant to policy on performance evaluation, a process for performance evaluation was carried out for Independent director, board, committees and other individual directors. Policy for Board evaluation is available on companys website .https://modirubberlimited.com/polices/ SUBSIDIARIES/JOINT VENTU RES/ ASSOCIATE COM PANIES

As on March 31, 2023, your Company has 2 (two) subsidiaries).

During the FY 2022-23, no company has ceased to be a subsidiary of the Company.

A statement containing salient features of financial statements of subsidiaries (including their contribution) forms part of the Consolidated Financial Statements for the financial year ended March 31, 2023.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 and applicable Ind-AS 110 on Consolidated Financial Statement, Ind-AS 28 on Accounting for Investments in Associates and Joint Ventures, the audited consolidated financial statement for the year ended March 31, 2023 is provided in the Annual Report. AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct,2013,with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Ind-AS with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023

and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2023on a going concern basis;

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

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

RISK ASSESSMENT/ MANAGEMENT

The Company has formulated and adopted a Risk Management Policy. Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The policy is framed to identify element of risks like misstatement, frauds etc and their mitigation for achieving its business objective and to provide reasonable assurance.

INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal financial control framework. During the year, such controls were tested and no material weaknesses in their design or operation were observed.

COST RECORD

The provision of Cost audit as per section 148 are not applicable on the Company.

PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

At Modi Rubber Limited ("MRL"), it is our desire to promote a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees. We value every individual and are committed to protect the dignity and respect of every individual. The Company has always endeavoured for providing a better and safe environment free of sexual harassment at all its work places. Consequent to the enactment of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, MRL had constituted an Internal Complaints Committee ("ICC") to deal with complaints or issues that may arise, in the nature of sexual harassment of women employees. The Company has also prepared and implemented Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. During the year ended March 31, 2023, there was no case reported to ICC.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review there was insufficient profit from the operations hence no CSR activities was undertaken.

The applicable disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure I to this Report.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this endeavor the Company has adopted a policy on vigil mechanism and whistle blower. Company has developed a Mechanism where violation can be reported to the Chairman of the Audit Committee for appropriate resolution. The confidentiality of such reporting will be maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee shall overseas the Vigil Mechanism. The Board of MRL confirmed that no

personnel/official/employees etc has been denied tha access to the audit committee. The policy on vigil mechanism and whistle blower is available on Companys

website.https://modirubberlimited.com/polices/

RELATED PARTY TRANSACTIONS

The contracts/ arrangements / transactions by the company during the year under review with related parties were in the ordinary course of business and on arm,s length basis and do not attract the provisions of section 188 of the companies Act 2013.

During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statement. The policy on Related Party Transaction and determining material Subsidiaries as approved by the Board is uploaded on the companys website https://modirubberlimited.com/polices/ PARTICULARS OF LOAN, GUARANTEES, SECURITY OR INVESTMENTS

Details of Loans, Guarantee, Securities and Investments during the year under review are given in the Notes to the financial statements pursuant to requirement of under Section 186 of the Companies Act, 2013.

AUDITOR & AUDITORS REPORT

M/s PNAM & Co. LLP, Chartered Accountants (Firm Registration No. 001092N),have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022-23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports on standalone and consolidated financial statements.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated, for the financial year ended March 31, 2023. During the year 202223, the statutory auditors has not reported any matter under Section 143(12) of the Act. The said Auditors Report(s) for the financial year ended March 31, 2023 on the financial statements of the Company forms part of the Annual Report. MANAGERIAL REMUNERATION

The information required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. (Annexure-II)

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31, 2023, in the prescribed format is attached and marked as Annexure III with this report. The secretarial audit report contains certain remarks, explanations which are given as under:-

• Promoters shareholding couldnt be demated as certain shares in physical form are still under lien.

• Late submission of RPT details, already complied and compounded.

Certificate from Company Secretary in practice regarding No disqualification of Directors

M/s. MN Gupta & Co. has issued a certificate under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI, Ministry of Corporate Affairs or any such statutory authority. The said certificate is enclosed as Annexure-IV to this report. SECRETARIAL AUDIT REPORT OF UNLISTED SUBSIDIARIES COMPANIES

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] for the financial year ended March 31, 2023, The Secretarial Audit Report in the prescribed format of material Subsidiaries companies are attached and marked as Annexure V with this report.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the Investors section of the Companys

website,https://drive.google.com/file/d/1gdaOiWGNDRVkW

Qc9SYnILnBCiFh8f-t/view

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

STATUTORY DISCLOSURES

Since there was no production, there is no information required to be given for energy conservation, technology absorption, fuel consumption etc. u/s 134(3) (m) of the Companies Act, 2013. Information about foreign exchange earnings is nil and outgo is 163.20 Lakhs during the year as disclosed in note no.40 of Standalone Financial Statement.

OTHER DISCLOSURES.

During the financial year under review:

1. The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

2. The Company do not have any stock option plan in force.

3. The Company have neither invited nor accepted any deposits from the public within the purview of the Act and the Rules made there under, and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023.

4. The Company has not issued shares with differential voting rights and sweat equity shares.

5. No disclosure is required under Section 67 (3) (c) of the Act in respect of voting rights not exercised directly by employees of the Company, as the provisions of the said section are not applicable.

6. No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

7. No material changes and commitments have occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

8. During the year under review, there are no proceedings, either filed by the Company or filed against Company, pending under the Insolvency and Bankruptcy Code, 2016, before Honble National Company Law Tribunal or other Court.

9. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks for support and co-operation from Banks, UP Government and other Government Authorities and shareholders during the year period review. Your Directors also appreciate services of executives and staff of the Company for unstinted support.

For and on behalf of the Board of Directors

Alok Modi Piya Modi

(DIN: 00174374) (DIN: 03623417)

Managing Director Whole-time Director

Place: New Delhi Date: August 14th, 2023

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2022-23

Annexure I

1 Brief outline of Companys CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR Policy and projects or programs

Refer Section Corporate Social Responsibility in this Report

2 Composition of the CSR Committee.

Refer Corporate Governance Report

3 Average Net Profit of the Company for last three financial years

Not Applicable

4 Prescribed CSR Expenditure (two percent of the amount as in item No. 3 above)

Not Applicable

5 Details of CSR spent during the financial year:

(a) total amount to be spent for the financial year

Not Applicable

(b) amount unspent, if any

Not Applicable

(c) manner in which the amount spent during the financial year

Not Applicable

6 In case the Company fails to spend the 2% of the Average Net Profit (INR) of the last 3 financial years, the reasons for not spending the amount shall be stated in the Board report.

Not Applicable

Responsibility Statement

The implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the Company.

For and on behalf of the Board of Directors

Place: New Delhi Date: August 14th, 2023

Alok Modi (DIN: 00174374) Managing Director

Piya Modi (DIN: 03623417) Wholetime Director

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No. Name of Director/KMP and Designation

Remuneration of Director/KMP for financial year2022-23 (in Rs.) % Increase in Remuneration in the Financial Year2022-23

1 Mr. Vinay Kumar Modi (Non-Executive Chairman)

No remuneration N.A

2 Mr. Alok Kumar Modi (Managing Director)

He opted not to draw any remuneration from Company during implementation of BIFR revival scheme. N.A

T>3 Ms. Piya Modi (WHD)

39.99 Lakhs NIL

4 Mr. Kanwaljit Singh Bains (Non-Executive Independent Director)

Sitting Fees only* N.A

5 Mr. Amrit Kapur(Non-Executive Independent Director)

Sitting Fees only* N.A

6 Mr. Umesh Khaitan(Non-Executive Independent Director)**

Sitting Fees only* N.A

7 Mr. Sanjeev Kumar Bajpai (Head - Legal &Company Secretary)

53.31 Lakhs 16.06

8 Mr. Kamal Gupta (CFO)

59.85 Lakhs 4.65

*Sitting fees are Rs. 10000/- For attending each board meeting and Rs. 5000/- For attending each committees meeting ** Apart from sitting fee, company also pays fees to the Law Firm for legal professional services of which Mr. Khaitan is Partner.

i. The median remuneration of employees of the Company during the financial year was Rs ; 9,39,499;

ii. In the financial year 2022-23, the median remuneration of employees Increased by 11%.

iii. There were 18 permanent employees(Including KMPs) on the rolls of Company as on March 31, 2023;

iv. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2022-23 and comparison with the percentage increase/(decrease) in managerial remuneration:

v. 1:1.50 is the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

vi. It is hereby affirmed that the remuneration paid is as per Policy for Directors, Key Managerial Personnel, Senior Management and other Employees.

Annexure III

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014]

To,

The Members,

Modi Rubber Limited

(CIN: L25199UP1971PLC003392)

Modi Nagar, Ghaziabad,

Uttar Pradesh - 201204

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Modi Rubber Limited (hereinafter called "the Company"), which is listed on BSE Limited and National Stock Exchange Limited. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

We report that: —

Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. We adhered to the best professional standards and practices as could be possible while carrying out audit. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

We have not verified the correctness and appropriateness of the financial statements of the Company.

Wherever required, we have obtained the Management representation about the compliances of laws, rules, regulations and standards and happening of events etc.

The compliance of the provisions of the corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Companys books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Audit Period according to the provisions of: —

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, wherever applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): —

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; [Not applicable to the

Company during the audit period]

(d) The Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021; [Not applicable to the Company during the audit period]

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; [Not applicable to the Company during the audit period]

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; [Not applicable to the Company during the audit period]

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [Not applicable to the Company during the audit period] and

(i)The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).

We have also examined compliance with the applicable clauses of the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India as well as listing agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited which, along with above, need to be further strengthened by the Company. Further, the Company was generally regular in filing of Forms/Returns/intimations with the Registrar of Companies and Stock Exchanges.

During the audit period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations and Guidelines, to the extent applicable, as mentioned above except that: -

- There is violation of Regulation 31(2) of LODR Regulations with respect to entire shareholding of promoters to be in dematerialised form. The same was reported in our previous report which has continued during the financial year under report.

- The Related Party Disclosure for period ending 31st March 2022 was submitted with delay which was compounded by BSE and NSE after payment of fine.

(vi) As informed by the Management, the Company was earlier engaged in manufacture of automotive tyres, tubes, flaps and other allied products in its plants set-up in 1974 at Modipuram, Meerut and Modinagar. Pursuant to the BIFR Scheme, Modinagar plant continued to be with the Company for carrying out its industrial activities. However, Modinagar Plant of the Company is under the Seal of Official Liquidator (OL) attached to the Allahabad High Court appointed by Allahabad High Court pursuant to CP No.7 of 2005 in "Punjab National Bank Vs Modi Export Processors Ltd," as the Company had taken Industrial Shed and land on perpetual lease from Modi Export Processors Ltd, on which Company had installed its Plant & Machinery for Modinagar Plant. The Company has filed Special Appeal No.1917 of 2008 with Allahabad High Court for re-possession from the OL which is pending for final adjudication before the Honble High Court. Further, the Company continues to implement the unimplemented provisions of BIFR Scheme.

As confirmed by the management, the Company generates its income/revenue from rentals on real estate and Guest House at Modipuram, income from Fund Management/ Investments and also dividend and management fees from Joint Venture Companies in which Company has Management & Equity Collaborations. As informed by the Management, there is no sector specific law applicable on the Company.

We further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

Board decisions were carried out with unanimous consent as recorded in the minutes of the meetings thereof.

We report further that in our opinion based on verification done on test basis and to the best of our information and according to explanations given to us, there are adequate systems and processes in the Company commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: New Delhi Date: August 14, 2023

Vijay K. Singhal Partner

CP No.: 10385/ Mem. No. A21089 UDIN: A021089E000803629

For Sanjay Grover & Associates Company Secretaries Firm Registration No.: P2001DE052900 Peer Review Certificate no.: 1352/2021

Annexure-IV

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

Modi Rubber Limited (CIN::L25199UP1971PLC003392)

Modinagar-UP-201204

1. That Modi Rubber Limited (CIN::L25199UP1971PLC003392) is having its registered office at Modinagar-Up-201204 (hereinafter referred as "the Company"). The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.

2. I have examined the relevant disclosures received from the Directors & registers, records, forms, and returns maintained by the Company and produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para- C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. I have also done examination and verification of the disclosures under section 149, 164, 184 and 189 received from the Directors and Register of Directors and Key Managerial Personnel and their Shareholding under Section 170 of the Companies Act, 2013 (the Act) and DIN status of the Directors at MCA portal i.e. www.mca.gov.in. In my opinion and to the best of my knowledge and on the basis of information furnished to me by the Company and its officers, I certify that none of the below named Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority as on March 31, 2023:

DIN

Name Begin date

0000174374

ALOK KUMAR MODI 14/06/2008

0000274605

VINAY KUMAR MODI 27/02/1971

0000508710

AMRIT KAPUR 29/05/2018

0001180359

UMESH KUMAR KHAITAN 28/05/2019

0001444259

KANWALJIT SINGH BAINS 26/08/2009

0003623417

PIYA MODI 08/08/2014

4. Ensuring the eligibility of the appointment/ continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion based on our verification and this certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

5. This certificate is based on the information and records available as on March 31, 2023 and i have no responsibility to update this certificate for the events and circumstances occurring after the date of the certificate.

For Mn Gupta & Co.

Sd/-

Place: New Delhi Date: 04.09.2023 UDIN: F008269E000931501

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] for the financial year ended march 31, 2023]

To,

The Board of Directors,

Spin Investment India Limited

(CIN: U74899DL1982PLC013733)

6/7 - CDDA Shopping Centre New Friends Colony, New Delhi - 110065

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to Spin Investment India Limited (hereinafter called "the Company") which is an unlisted Company. Secretarial Audit that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our

We report that-

a) Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statements of the Company.

d) Wherever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc.

e) The compliance of the provisions of the corporate and other applicable laws, rules, regulation, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

f) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Companys books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the Financial Year ended on 31st March 2023 (Audit Period), complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas

Direct Investment and External Commercial borrowings.;

We have also examined compliance with the applicable clauses of the Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India which has been generally complied with.

During the audit period, the Company has generally complied with the provisions of the Acts, Rules, Regulations, Bye-laws and Standards as mentioned above.

We have checked the compliance management system of the Company to obtain reasonable assurance about the adequacy of systems in place to ensure compliance of specifically applicable law and this verification was done on test basis. We believe that the Audit evidence which we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to explanations given to us, we believe that the compliance management system of the Company seems adequate to ensure compliance of law specifically applicable to it.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of Board of directors during the year.

Adequate and proper notices were given to all Directors to schedule the Board Meetings, Committee meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Board decisions were carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of the minutes.

We further report that there are systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, guidelines and standards.

For Sanjay Grover & Associates

Company Secretaries Firm Registration No. P2001DE052900 Peer review No.: 1352/2021

Ramit Rastogi

Partner

CP No. 18465/M.No: F-6952 UDIN: F006952E000937838

Date: 04-09-2023 Place: New Delhi