A-7B, 2nd Floor, Sector-4, Noida - 201 301 (U.P.

)
, B. M. CHATRATH & CO., Tel. :0120-4742001/02/03/04/05/06/071 OB

I. 'Chartered Accountants

LIMITED REVIEW REPORT

Review Report to "

The Board of directors,
Modipon Limited

We have reviewed the accompanying statements of unaudited financial result of Modipon

Limited ("the Company") for the Quarter Ended December 31, 2016 ("the statement")
except for the disclosures regarding 'Public Shareholding' and 'Promoter and Promoter
Group Shareholding' which have been traced from disclosure made by the management and
have not been reviewed by us. This statement is the responsibility of the Company's
management and has been approved by the Board of Directors .Our Responsibility is to
issue a report on these financial statements based on our review.

We conducted our review in accordance with the Standard on Review Engagements (SRE
2410), 'Review of Interim Financial Information Performed by the Independent Auditor of the
Entity' issued by the Institute of Chartered Accountants of India. This standard requires that
we plan and perform the review to obtain moderate assurance as to whether the financial
statements are free of material misstatements. A review is limited primarily to inquiries of
Company personnel and analytical procedures applied to financial data and thus provide
less assurance than an audit. We have not performed an audit and accordingly, we do not
express an audit opinion.

1. Based on our Review conducted as per paragraph 2 above and subject to known
provision of interest to bank as stated in Note 3 of accompanying statement of
Unaudited Financial results which has been reproduced here:-

a) The Punjab National Bank issued notice to the company under section 13(2)
of the Securitisation and Reconstruction of Financial Assets and Enforcement
of Security Interest Act, 2002 (SARFAESI) for the recovery of its dues and
has also issued notice under section 13(4) of the SARFAESI to the company
for taking possession of the secured assets of the company. The Company
could manage payment of Rs. 1082.24 Lacs (March 31, 2015: Rs. 630 Lacs)
only upto 31st March,2016. The matter of revival of OTS is under
consideration of PNB.

b) Cash Credit/Working Capital Demand Loans (including interest Accrued and

Due) taken from Punjab National Bank was out of order and classified by
Bank as Non-Performing Assets since calendar year 2007. Also company has
defaulted into the loan repayment amount of Rs. 100 Lakhs. Interest for
quarter ended so-
September 2016 and quarter ended December 2016 ai- v~r>-TRArlt

c)
was not provided. Due to this, profit of the company is overstated.

Loan and advances from related parties includes loan from Ashoka f!!
~cfc>

0' b,0'*
LHI

Merchantile Limited and loan from Modi Intercontinental Private Limited. ~ ~~

During the year Company has provided interest @ 10.25 % p.a. on the loan Ii'~DACCO'\S
amount from Ashoka Merchantile Limited. However, the terms of repayment
are yet to be entered into with the said party.

HEAD OFFICE : 21, Hemanta Basu Sarani, Centre Point, 4th Floor, Kolkata - 700001 Ph no. 033-22484575/4667/6810/6798
DELHI : Flat No 10. 45. Friends Colony East, New Delhi - 110065 .'
MUMBAI : N9, Sai Prasad, 2nd Floor, Rajshree Shahu Maharaj Cross Road, (Telly Gulley Cross Road),Andhert East, Mumbat400069 Tel: 02232231382
HYDERABAD : 501 B, Siena Grand Building, 10-2-289/120, Shantinagar, Masab Tank, Hyderabad - 500028 Tel.: 04032952600
Mobile: 09949310001 E-mail: mshubhraa@bmchatrath.com/bmchyderabad@gmallcom
JAIPUR : 8-269, Janta Colony, Jaipur-302004 Ph.: 0141-2601727 E-mail: sunilsaxena@bmchatrath.com
 2. During the Quarter ended on 31s1 December, 2016, MODIPON Limited issued
37,38,632 equity shares on the basis of preferential allotment at face value of Rs 10
each amounting to Rs. 3, 73, 86,320/-in favour of Modi Intercontinental Pvt. Ltd.
Out of the existing unsecured loan of Rs 5.99 Crores as per clause no. 3.3(i) of loan
agreement dated 21 siJune 2015, the loan amounting to Rs. 3, 73, 86,320/- has been
converted into equity capital and the rest is still outstanding. (Refer Note no- 3 and I,

Note no. 5 of the balance sheet).

Nothing has come to our attention that causes us to believe the accompanying statement of
Unaudited financial results prepared in accordance with Recognition & Measurement
Principles laid down in Accounting Standard 25 "Interim Financial Reporting", specified u/s
133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014
and other recognised accounting practices and policies has not disclosed the information
required to be disclosed in terms of Clause 41 of the Listing Agreement including the manner
in which it is to be disclosed, or that it contains any material misstatements.

For B.M. Chatrath & Co.

Chartered Accountants,
Firm Registration Number: 301011 E

r:

BharatC.~/
Partner
Membership No.: 501999

Place: New Delhi

Date: 71hFebruary 2017
 A-78. 2nd Floor. Sector-4. Noida - 201 301 (UP.)
-8. M. CHATRATH & CO., Tel. :0120_4742001/02/03/04/05/06/07/08

.Chartered Accountants

Auditor's Report on Quarterly Financial Results and Year to Date Results of the
Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations. 2015

To
The Board of Directors of Modipon Limited

1. We have audited the quarterly financial results of Modipon Limited ('the

Company') for the quarter ended December 31, 2016, attached herewith, being
submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The quarterly
financial results are the derived figures between the unaudited figures in respect of
the quarter ended September 30, 2016 and the published quarter figures up to
December 31, 2016, being the date of the end of the third quarter of the current
financial year, which were subject to limited review. The standalone financial results
for the quarter ended December 31, 2016 have been prepared on the basis of the
standalone financial results for the three months period ended December 31, 2016,
the audited annual standalone financial statements as at and for the year ended
March 31, 2016, and the relevant requirements of Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and are the
responsibility of the Company's management and have been approved by the Board
of Directors of the Company. Our responsibility is to express an opinion on these
financial results based on our review of the financial results based on our review of
the financial results for the three months period ended December 31, 2016 which
was prepared in accordance with the recognition and measurement principles laid
down in Accounting Standard (AS) 25, Interim Financial Reporting, specified under
section 133 of the Companies Act 2013 read with relevant rules issued thereunder
and other accounting principles generally accepting in India; our audit of the annual
financial stat-ements as at and for the year ended March 31, 2017; and the relevant
requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

2. We conducted our audit in accordance with the auditing standards generally

accepted in India. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial results are free from
material misstatement (s). An audit includes examining, on a test basis, evidence

. 21 Hemanta Basu Sarani, Centre Point, 4th Floor, Kolkata -700001 Ph.no. 033-22484575/4667/6810/6798
HEAD OFFICE
DELHI : FI~t No 10 45 Friends Colony East New Delhi - 110065 00069 T I . 022-32231382
: AJ9 Sai Pra~ad '2nd Floor, Rajshree Sh~hu Maharaj Cross Road, (Telly Gulley Cross Road), Andheri East,. ~u~~a~~~2600 e
MUMBAI
: 501' B, Siena Grand Building, 10-2-289/120, Shantinagar, Masab Tank, Hyderabad - 500028 Tel.. 4 -
HYDERABAD
M bile : 09949310001 E-mail: mshubhraa@bmchatrathcom/bmchyderabad@gmall.com
: B_o2~9, 'Janta Colony, Jaipur-302004 Ph.: 0141-2601727 E-mail: sunllsaxena@bmchatrathcom
JAIPUR
 supporting the amounts disclosed as financial results. An audit also includes
assessing the accounting principles used and the significant estimates made by the
management. We believe that our audit provides a reasonable basis for our opinion. t.

Based on our review conducted as per paragraph 2 above and subject to note number 3
(a] to Cc),4, 5, 6 and 7 (a] to Cc) of accompanying statement of audited financial results
which has been reproduced here:

3.

(a) In the earlier years, Punjab National Bank (PNB) had approved one time
settlement of its outstanding dues of Rs. 1900 lacs vide its approval letters dated
April 2nd, 2014 and April 12th, 2014. The company had paid Rs. 930 lacs till June
30,2015. However as the Company could not make payment as per agreed terms
of OTS, hence application of revival of OTS was again approved by PNB vide its
letter dated July 2nd, 2015. The agreed revise payments terms are as under:
Rs. 200 lacs by September 30th, 2015
Rs. 200 lacs by December 31st, 2015 and
Rs. 570 lacs by March 31st, 2016.
The entire amount of interest @ 10.25% (Simple) along with expenses of Rs.
5.541acs are to be paid by June 30th, 2016.

Further from July 01, 2015, the company has paid Rs. 870 lacs till March 3t 2016
and balance OTS amount of Rs. 100 lacs remain to be paid/cleared. Interest for
quarter ended 30th June 2016 and quarter ended 30th September 2016 and quarter
ended 31st December 2016 was not provided. Due to this, profit of the company is
overstated.

Since the Company is unable to fulfil the agreed terms of OTS, we are unable to
comment on the implication ofsame on the financials of the Company.

4. Balance confirmation certificates were not obtained by the Company from creditors,
loans and advances given/received, house/shop security depositors, in-operative
current accounts with banks and loan account with Punjab National Bank (PNB).
Consequent adjustments required, if any, has not been carried out in the financial
results.

5.
(a) The Company has not provided interest of Rs. 1000.54 Lakhs up to March 31, 2008
on overdue amounts payable to a supplier resulting in understatement of
liabilities and debit balance of reserve and surplus by Rs. 1000.54 Lakhs each; and

(b)
 April 1, 2008 to December 31,2016 has not been ascertained.

6. The amount of interest to be provided for in the books of account, if any, for the period f,

April L, 2007 to December 30, 2016 to Small and Micro Enterprise has not been
ascertained.

7.
(a) The amounts paid by the. Ashoka Mercantile Limited (AML), a related party, to
Abu Dhabi Commercial Bank (ADCB) on account of One Time Settlement (OTS) of
dues of the bank was accounted for in the books of the Company to the extent of
OTS amount paid to the ADCB by AML and the balance amount of Rs. 153.92 Lakhs
is still lying unallocated under unsecured loans in view of pending successful
implementation of OTS of the dues of PNB as the settlement of assigned dues with
AML is linked to the OTS of dues with PNB.

(b) The amount paid to Karnataka Bank by Ashoka Mercantile Limited (AML), a
related party, during the year ended March 31, 2012, on account of OTS of dues of
the bank was accounted for in the books of the Company to the extent of OTS
amount paid to the Karnataka Bank by AML and the balance amount of Rs. 339.20
Lakhs is still lying unallocated under unsecured loans in view of pending successful
implementation of OTS of the dues of PNB as the settlement of dues with AML is
linked to the OTS of dues with PNB.

(c) The part payment made to Bank of Baroda by Ashoka Mercantile Limited (AML), a
related party, during the year ended March 31- 2013 on account of OTS of dues of
the bank was accounted for in the books of the company to the extent of OTS
amount paid to the Bank of Baroda by AML and the Company and the balance
amount of Rs. 232.04 Lakhs is still lying unallocated under unsecured loans in view
of pending successful implementation of OTS of the dues of PNB as the settlement
of dues with AML is linked to the OTS of dues with PNB.

The effect if any, on the income/expenditure of the company on final OTS with PNB
cannot be ascertained.

8. In our opinion and to the best of our information and according to the explanations
given to us, these quarterly financial results as well as year-to-date results:;

(i)
 (ii) gives a true and fair view of the net profit and other financial information for the
quarter ended December 31, 2016.
-.
9. Further, read with paragraph 1 above, we report that the figures for the quarter
ended December 31, 2016 represents the derived figures between the audited
figures in respect of the financial year ended March 31, 2016 and the published
year- to- date figures up to December 31, 2016, being the date of the end of the
Third quarter of the current financial year, which were subjected to a limited review
as stated in paragraph 1 above, as required under Regulation 33 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

For B.M. Chatrath & Co.

Chartered Accountants,
Firm Registration Number 301011E

/ -

BharatCS~/
Partner
Membership No. 501999
Place: New Delhi
Date: 7thFebruary 2017
 A-78, 2nd Floor, Sector-4, Noida - 201 301 (U.P.)
B. M. CHATRATH & CO., Tel. :0120-4742001/02/03/04 / 05 / 06 / 07 / 08
Chartered Accountants

Auditor's Report on Quarterly Financial Results and Year to Date Results of the
Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and '.
Disclosure Requirements) Regulations. 2015

1. In our opinion and to the best of our information and according to the explanations
given to us, these quarterly financial results as well as year-to-date results:;

(i) are presented in accordance with the requirements of Regulation 33 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015; and

(ii) give a true and fair view of the net profit and other financial information for the
quarter ended December 31, 2016.

2. Further, read with paragraph 1 above, we report that the figures for the quarter
ended December 31, 2016 represents the derived figures between the audited
figures in respect of the financial year ended March 31, 2016 and the published
year- to- date figures up to December 31, 2016, being the date of the end of the
Third quarter of the current financial year, which were subjected to a limited review
as stated in paragraph 1 above, as required under Regulation 33 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

3. On the Company's Financial Results for the quarter ended dated 31.12.2016, the Ind
AS notified by MCA under section 133 of the Companies Act, 2013, read with
relevant rules issued there under are not applicable as the Net Worth of the
company doesn't exceed Five Hundred Crores for the financial year 2016-17 and
also on the Financial Results for the third quarter ended dated 31.12.2016.

For B.M.Chatrath & Co.

Chartered Accountants,
FRN - 301011E

w!
CA. Bharat C Swain
Partner
Membership No.:-501999

Place: New Delhi

Date: 7th February 2017

HEAD OFFICE : 21, Hemanta Basu Sarani, Centre Point, 4th Floor, Kolkata - 700001 Ph. no. 033-22484575/4667/6810/6798
DELHI : Flat No 10, 45, Friends Colony East, New Delhi - 110065
MUMBAI : N9, Sai Prasad, 2nd Floor, Rajshree Shahu Maharaj Cross Road, (Telly Gulley Cross Road), Andheri East, Mumbai-400069 Tel. 022-32231382
HYDERABAD : 501 B, Siena Grand Building, 10-2-289/120, Shantinagar, Masab Tank, Hyderabad - 500028 Tel. 040-32952600
Mobile: 09949310001 E-mail: mshubhraa@bmchatrath.com/bmchyderabad@gmail.com
JAIPUR : B-269, Janta Colony, Jaipur-302004 Ph.: 0141-2601727 E-mail: sunilsaxena@bmchatrath com
 MODIPON LIMITED
2

Notes

1. The above results have been reviewed by the audit committee and approved by the
Board of Directors at its meeting held on 7th February, 2016 and the same have been "
reviewed by the statutory auditors of the company.

2. The Company discontinued its manufacturing operations permanently w.e.t.ts" May

2007 and all movable assets were disposed off during the year 2009-10.

3. The Punjab National Bank (PNB) had approved one time settlement of its
outstanding dues vide its approval letters dated April 02, 2014 and April 12, 2014
respectively. In terms of the settlement, OTS amount of' 1710 lakhs (Net of upfront
payment of ' 190 lakhs) was to be paid by the company in four quarterly instalments
with interest during financial year 2014-15. However, the company was able to
manage the payment of' 630 lakhs up to March 31, 2015 and at the request of the
Company. PNB condone the delay and revived the OTS vide its letter dated July 02,
2015 requiring the Company to make payment of residual OTS amount of ' 1270
lakhs by March 31,2016 and total interest on OTS payment @ 10.25% (simple) by
June 30, 2016. The Company has paid ' 1170 lakhs upto March 31, 2016 and
balance' 100 lakhs remain to be paid. The Company is making efforts to pay the
balance OTS amount and the matter is under negotiation with PNB.lnterest for
quarter ended 30th September, 2016 and quarter ended 31 st December, 2016 was
not provided. Due to this, profit of the company is overstated.

4. Exceptional items for the quarter ended 31.12.2016 and quarter ended 30.09.2016
represents profit on sale of non factory buildings (Including Residential quarters) Nil
and RS.271.87 lakhs respectively.

5. The figures for the quarter ended on 31.12.2016 are the balancing figures between
audited figures in respect of the financial year ended 31.03.2016 and the published
year to date figures up to 3nd quarter of the current financial year.

6. Figures for the previous period have been regrouped, wherever necessary to confirm
to the current period's classification.

7. The above financial results do not contain any false or misleading statement or
figures and do not omit any material fact which may make financial statement of
figures contain therein misleading.

For and on behalf of the board

(Man ish K. Modi)

Place: Managing Director
Date: