Format _ ANNUAL SECRETARIAL COMPLIANCE REPORT

ANNUAL SECRETARIAL COMPLIANCE REPORT

OF

   …………………………….. LIMITED

                        For the year ended 31/03/20.....

(Pursuant to SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019)

We, M/s. ………………….., Company Secretaries, have examined:

(a)    all the documents and records made available to us and explanation provided by ………………………… Limited (“the listed entity”);

(b)    the filings/ submissions made by the listed entity to the stock exchanges;

(c)     website of the listed entity;

(d)   any other document/filing, as may be relevant, which has been relied upon to make this certification;

for the year ended 31^st March, 2019 (“Review Period”) in respect of compliance with the provisions of:

(a)    the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued there under; and

(b)    the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India (“SEBI”);

The specific regulations, whose provisions and the circulars/ guidelines issued there under, have been examined, include:-

(a)    Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b)    Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

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

(d)   Securities and Exchange Board of India (Buyback of Securities) Regulations,2018;

(e)    Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014;

(f)     Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(g)    Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013;

(h)    Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and based on the above examination, we hereby report that, during the review period:

(a)    The listed entity has complied with the provisions of the above regulations and circulars/ guidelines issued there under, except in respect of matters specified below:-

Sr. No.	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary

(b)     The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued there under insofar as it appears from our examination of those records.

(c)     The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued there under:

Sr. No.	Action taken by	Details   Of Violation	Details of action taken e.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
None

(d)   The listed entity has taken the following actions to comply with the observations made in previous reports:

This being the first reporting since the notification of the requirements to submit the report, reporting on actions to comply with the observations made in the previous reports do not arise.

Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended 31.03.2019	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
Not Applicable

For …………………………………

Company Secretaries

…………………………..

Practicing Company Secretary

Place:                                                   Membership No.: …….

Date:                                                    C.P. No.:…..

                                                                                                  UDIN:

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