17 Other sector specific laws as applicable to the Company, including product laws, pollution laws, manufacturing laws and safety laws as per confirmations of compliances placed before the Board of Directors, for our verification carried out on a test-check basis and considered as assurance for existence of a proper compliance management system. However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at points (c), (d), (e) and (g) of para (v) mentioned hereinabove during the period under review. We have also examined compliance with the applicable clauses of the following: i. Secretarial standards issued by the Institute of Company Secretaries of India. ii. The Listing Agreements entered into by the Company with BSE Ltd and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, mentioned hereinabove and there is an adequate compliance management system for the purpose of other sector-specific laws. We have relied on the representations made by the Company and its officers for systems andmechanisms formed by the Company for compliance sector-specific laws and regulations applicable to the Company. We further report that the Board of Directors of the Company is duly constituted with the proper balance of the Executive Directors and the Non-executive Directors (Independent and Non-independent ). The changes in the composition of the Board 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 the Directors to schedule the Board meetings, agenda and detailed notes on agendawere sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through, while the views of the dissenting members are captured and recorded as part of the minutes, wherever required. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. We further report that during the audit period, there were no specific events | or actions having a major bearing on the affairs of the Company in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc, except following; i) Pursuant to the Modified Sanctioned Scheme (MS-10 and MS-13) approved by the Board of Industrial Finance and Reconstruction, the Company has redeemed 20,00,000, (0%) redeemable and non-convertible preference shares of ` 10 each issued to Atul Ltd. ii) The Board of Directors at their meeting held on December 14, 2022, approved the rights issue amounting to less than ` 5,000 lakhs. The rights issue was open from March 06, 2023 to March 14, 2023. The allotment of 29,37,662 equity shares of ` 10 each at a premium of ` 160 per share aggregating to ` 4,994 lakhs were done on March 21, 2023. The Trading approval for the securities was received on March 23, 2023. For SPANJ & Associates Company Secretaries (Ashish C Doshi) Partner Membership number: F 3544 Certificate of practice number: 2356 Ahmedabad UDIN: F003544E000149921 April 20, 2023 Peer review certificate number: 702 | 2020 Note: This report is to be read with our letter of even date, which is annexed as Annexure I and forms an integral part of this report.
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