Dear Members,

The Directors are pleased to present t4ie Annual Report and the Company’s Audited Accounts for the Financial Year ended March 31 2016.

FINANCIAL RESULTS (In Rs.)

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment, the company demonstrated the resilience if business model .

PERFORMANCE OF THE COMPANY

During the year under review, your Company has achieves of Rs861826,02l representing a tread fast growth of 105.62 % over the previous year of Rs. 71424,957 .Net Profit from operations at 4,795,531 registered a robust growth 25228.31 % over the previous year of Rs.58,415 .

OUTLOOK

The details about prospects/ outlook of your Company are provided under the Management Discussion and Analysis Report, for min part of this Annual Report.

DIVIDEND

The Directors do not recommend any dividend for the year end March, 2015 due to the nominal profit in the year March 2015. DIRECTORS

As per the provisions of the Companies Act, 2016 bone of the Director of the company retires by rotation at the ensuing AGM Board recommends the regular is action of appointment of all the additional directors appointed during the year including Independent Directors

AUDITORS

The statutory auditor of the company Mr. Om Prakash Khjanchi, partner of M/s. Prakash Patwari & Company, Chartered Account (FRN 325639E) were appointed for a period of 10 years in the ^I3ⁱ2AGM of the Company which was held on ^th3September, 204issued letter dated 25.05.2015 stating inability to continue as a Statutory Auditor of the company due to unavoidable circumstances, resulting into a cast vacancy in the office of Statutory Audit he Board of Directors called for a Board Meeting at shorter notice dated 25.05.2015 at. 3.00 P.M and appointed S.K. Sircar & Co., Chartered Accountants (FRN Nd65E)8as Statutory Auditors of the company submit to the approval of Shareholders in upcoming Annual General Meeting.

AUDITORS’ REPORT

The observations of the auditors in their report are explanatory and therefore, in the opinion of the Directors, do not call for further comment s.

SECRETARIAL AUDITORS

Section 204(1) of the Companies Act, 20B read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 204inter-alia requires every listed company to annex with its Board’s Report, a Secretarial Audit Report by a Company Secretary in practice, in the prescribed form.

The Board of Director appointed M/s. Arpan Sengupta & Associates, Practicing Company Secretions-Secretarial Auditor to conduct Secretarial Audit of Company for Financial Year 20115 and their report is annexed to this report as Annexure -

1. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section (927 of the Companies Act 20B read with rule 5) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 in respect of employees of the Company vided as Annexure - 2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under section B)4(m) of the Act, read with rul^B) of the Companies (Accounts) Rules, 204, are set out in Annexure - 3.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are materially significant related party transactions made by the Company Promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company lit large details of related party transactions required rendition B4(3) (h) read with Rs, 8 of the Companies (Accounts) Rules, 204, is given in Form AOC 2 and the same is enclose & annexure - 4, the same is mentioned in the notes of accounts as well

The Company’s policy on dealing with Related Party Transactions was adopted by the Board on 17^th October, 204 and is available on the website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form No is Taxed herewith a Annexure - 5.

CORPORATE GOVERNANCE

The Board has always followed principles of good governance and emphasizes transparency, integrity and accountability. We believe that good governance is voluntary, s-disciplining with the strongest impetus coming from Directors and the management itself. The management and organizing at Modi Udyog Limited endeavors to be progressive, competent and trustworthy, for customers and stakeholders, while reflecting and respecting the best of Indian values in its conduct. The requisite from the Auditors of the Company confirm compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance the Directors. The Board met times during the year, the details which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between he Meet was within the period prescribed under Companies Act, 20B, Listing Agreement and SEBI (Listing Obligations Aid closure Requirements) Regulations, 2015.

BOARD COMMITTEES

The Company has set up the following committees of the Board.

A. Audit Committee

B. Nomination and Remuneration Commit tee

C. Stakeholders Relationship Committee

D. Risk Management Committee

E. Share Transfer Transmission Committee

The composition of each of the above committees, and their respective roles and responsibilities are detailed in thee Corpora Governance Report.

NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 78 of the Companies Act, 20B read with Clause 49(IV) (B) of the Listing Agreement the Board of Directors in its Meeting held November, 205 has, on the recommendation of Nomination and Remuneration Committee, adopted the Nomination, Remuneration and Evaluation Policy of the Company which down in Corporate Governance Report.

SHIFTING OF REGISTERED OFFICE

The Registered Office of your Company has been shifted from Brabourne Road, 2ndFloor, Kolkata703DI> to 3 Dacres Lane, Kolkata-700069 with effect from October 15, 205. Again for better functioning of business the registered office of the Company is shifted from 3 Dacres Lane, Kolkat0059 to "Wellesley House" 7, Red Cross Place3 rd Floor, Kolkata with effect from April 13, 2ffi6.The new address of the Registered Office of your Company is within the local limit of Kolkata Municipal corporate Necessary formalities in this regard have been complied with pursuant to t Section E of the Companies Act, 203 and Rules framed there under

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuance of the provision of Section 35 of the Companies Act, 203, the CSR provisions were not applying to the Company.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 203 Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,20B, the company constituted a business risk management committee. At present company has not identified any element of risk which may threaten the existence of the company.

A detailed note on the risks is included in the Corporate Governance

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review there was no fore exchange earnings or out flow.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis as stipulated under the Listing Agreement regulation 34 of the SEBI (Listing Obligation and Discloser Requirement) Regulation, 20forms an integral part of this Report. The from the Auditors of the Company confirming compliance with the conditions of Corporate Government to the report on Corporate Governance.

DEPOSITORY SYSTEM

The trading in the equity shares of your of company under compulsory dematerialization mode. As on 3 103.201 equity shares representing)3.83 % of the equity share capital are in dematerialized form. As the depositary system offers numerous advantage members are requested take advantages of the same and avail of facility of dematerialization of the company’s shares.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 203 and the Companies (Acceptance of Deposits) Rules, 204.

CREDIT RATING

During the yeas MERA Rating has signed a rating of SMERA BBB- (pronounced SMER Arielle B)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or investments covered the provisions of Section B6 of the Companies Act,2013.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in societies by Directors and designated employees the Company. The Code requires pleasance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession public price sensitive information in relation the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code .

WHISTLE BLOWER /VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 203 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation off then Cocotte o of the Company. The Policy allows whistle-blowers to have directaccess to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has well-placed, proper, adequate and documented internal control system commensurate with the size and nature of its business. The primary objective of the internal control system is to ensure that all its assets are independent and o prevent any revenue leakage and losses to the Company. Such controls also enable reliable firming. The report on Internal Control Systems and their adequacy is forming part of Management & Discussion Analysis Report.

HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that processed people attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employee Here is.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a healthy environment to all its employees and has prerace for sexual harassment at workplace. The Company has in place an And Sexual Harassment Policy in line with the requirements of The Sexual Harassment o: Women at Workplace (Prevention, Prohibition and Redressa), Affirm. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under the policy.

There was no case reported during the year under readier the said policy.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds who were required to be transferred the Investor Education and Protection Fund (IEPF).

BOARD EVALUATION CRITERIA

Pursuant to the section B(B)(p) of the Companies Act, 20B read with Rule 8 (4) of Companies(Accounts> Rule, 204 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2Che Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees. The evil Hansson pr considered the effectiveness of the Board and the Committees with special emphasis on the performance and function Board of the and the Committees. Devaluations of the Directors sensed on the time spent by each of the Board Members.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 4(B]C() & (5) of the Companies Act, 20B, the Directors would like to state that:

I. In the preparation of Annual Accounts, the applicable accounting standard hasten followed with no material departure.

II. The Directors He selected such accounting policies and applied them consistently and made judgments and estimate® heat reasonable and prudent so as to give a true and fair view of the state of affairs of the Company of the financial year and of the profited loss of the Company for the year under review.

III. The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe going the assets of the Company and for preventing and detecting fraud and other irregularities.

As per Section B4QA) of the Companies Amendment Act, 205 duly notified on 26th May 205, no fraud was reported by Auditor’s under Su-Section (2) of Section 4B.

IV. The Directors dajrepared the Annual Accounts on a going concern basis.

V. The Directors dalai down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance-opened Aton received for The Financial Institutions, Banks, Government Authorities, Customers, Vendors and Member spring the year under review. Your Directors also wished: ply on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Sd/-

Monoranjan Roy

Place: Kolkata, Whole Time Director

Date: 30.05.2016 (DIN: 02275811