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company has approached the Stock Exchanges appointment of Independent Woman Director Dr. To, 3) We have not verified the correctness and
for the cancellation of these shares, against which Savita, ratification of remuneration of M/s. appropriateness of financial records and Books of
pay-out has been made, in compliance with Vijender Sharma & Co., Cost Accountants, Cost The Members Accounts of the Company.
Hon'ble NCLT order dated 12.03.2018. Auditors of the Company, amendment of the Morepen Laboratories Limited
4) Wherever required, we have obtained the
object clause of Memorandum of Association of
The Board of Directors are in view that the Our report of even date is to be read along with this Management representation about the
the company and adoption of Articles of
company has given sufficient time and letter. compliance of laws, rules and regulations and
Association of the company pursuant to the
opportunity to the eligible shareholders ('FD 1) Maintenance of the secretarial records is the happening of events, etc.
Companies Act, 2013 and fixation of charges for
holders') and decided to conclude the process of responsibility of the management of the
serving of documents to members of the 5) The compliance of the provisions of Corporate
surrender of shares and refund of FD dues. The company. Company. Our responsibility is to express an and other applicable laws, rules, regulations,
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company published notice dated 27 July, 2021 We, further report that redemption of preference opinion on these secretarial records based on our standards is the responsibility of management.
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(for publishing on 28 July, 2021) in newspapers audit. Our examination was limited to the verification of
shares issued by the company is still pending. The
for information of all the concerned persons. 2) We have followed the audit practices and procedures on test basis.
details in respect of said preference shares are as
(k) The Company received a direction from central under: processes as were appropriate to obtain 6) The Secretarial Audit report is neither an
government i.e., Ministry of Corporate Affairs reasonable assurance about the correctness of assurance as to the future viability of the
(I) 7,65,000 0.01% Cumulative Redeemable
('MCA') on 30.07.2019 for the appointment of 2 the contents of the secretarial records. The Company nor of the efficacy or effectiveness with
Preference Shares (CRPS) of `100/- each
(two) nominee directors on the Board of Directors aggregating to `7,65,00,000/- due for verification was done on test basis to ensure that which the management has conducted the affairs
of the company under Section 480 r/w Section correct facts are reflected in secretarial records. of the Company.
redemption during the financial year 2017-
397/398 of the erstwhile Companies Act, 1956, We believe that the processes and practices, we
18;
pursuant to the order passed by the Company followed provide a reasonable basis for our
Law Board dated 01.07.2005 read-with order (ii) 7,65,000 0.01% Cumulative Redeemable opinion.
passed by Hon'ble High Court of Himachal Preference Shares (CRPS) of `100/- each For PD and Associates
Pradesh at Shimla dated 16.04.2007 and the aggregating to `7,65,00,000/- due for Company Secretaries
order of Hon'ble Supreme Court of India dated redemption during the financial year 2016-
09.07.2019. The Hon'ble court has also given a 17;
CS Praveen Dua
liberty to the Company to agitate the subsequent (iii) 97,35,201 0.01% Optionally Convertible
events before the concerned forum and conclude Preference Shares (OCPS) of `100/- each Proprietor
the proceeding as far as possible within one year. aggregating to `97,35,20,100/- due for FCS No.: 3573
Place: New Delhi C.P. No.: 2139
The Company filed an application before the redemption during the financial year 2014- Date: 27 July, 2021 UDIN: F003573C000696650
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Hon'ble NCLT, Chandigarh for interim stay on the 15;
appointment of nominee directors. The (iv) 2,00,000 0.01% Cumulative Redeemable
appointment of said nominee directors are yet to Preference Shares (CRPS) of `100/- each
be effective and the matter is still pending before aggregating to `2,00,00,000/- due for
the Hon'ble bench of NCLT Chandigarh. redemption during the financial year 2011-
We further report that during the audit period, 12;
apart from ordinary business, the company has (v) 5,00,000 9.75% Cumulative Redeemable
got the approval of members in the Annual Preference Shares (CRPS) of `100/- each
General Meeting of the Company held on aggregating to `5,00,00,000/- due for
September 30, 2020 i.e., increase in the redemption during the financial year
remuneration of Mr. Sushil Suri, Chairman and 2003-04.
Managing Director of the Company, increase in
the remuneration of Mr. Sanjay Suri as Whole
Time Director, a relative of Mr. Sushil Suri and
Mrs. Anju Suri, Directors of the Company,

For PD and Associates
Company Secretaries

CS Praveen Dua
Proprietor
FCS No.: 3573
Place: New Delhi C.P. No.: 2139
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Date: 27 July, 2021 UDIN: F003573C000696650