(Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017
To The Members of M/s. PVV Infra Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. PVV Infra Limited(hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on our verification of the Companys Books Papers Minute Books Forms andReturns filed and other Records maintained by the Company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the financial year commencing from 1st April 2016 and ended 31st March 2017complied with the statutory provisions listed hereunder and also that the Company hasproper Board process and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by PVV Infra Limited (The Company) for the financial yearended on 31st March 2017 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under for specifiedsections notified and came in to effect from 12th September 2013 and sections and Rulesnotified and came in to effect from 1st April 2014; and thereafter.
ii. The Securities Contracts (Regulation) Act and there after 1956 (SCRA)and the Rules made there under;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under.
iv. Foreign Exchange Management
v. Act 1999 and the Rules and Regulations made there under to the extent of ForeignDirect Investment (FDI) and Overseas Direct Investment and External Commercial Borrowings;
vi. The Securities and Exchange Board of India Act 1992 (SEBI Act)
2. Compliance status in respect of the provisions of the following Regulations andGuidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBIAct) is furnished hereunder for the financial year 2016-17.
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; Complied with yearly and event based disclosures.
ii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; Not Applicable as the company has not issued anyshares during the year under review.
iii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; Not Applicable as the company has not delisted/ proposed to delistits equity shares during the year under review.
iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; Not Applicable as the Company has not bought back/ proposed to buy-back any ofits securities during the year under review.
v. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; NotApplicable as the Company is not registered as Registrar to an Issue and Share TransferAgent during the year under review.
vi. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 Not Applicable as the Company has not issued any debt securitiesduring the year under review.
vii. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014.Not Applicable as the Company has not issued any Employee StockOptions during the year under review.
viii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 Insider Trading Regulations; The Company has framed code of conductfor regulating & reporting trading by insiders and for fair disclosure and displayedthe same on the Companys website i.e. www.pvvinfra.com.
The Company has framed the policies as mentioned below and displayed the same onthe Companys website i.e. www.pvvinfra.com
Board Diversity Policy Policy on preservation of Documents Risk Management PolicyWhistle Blower Policy Related Party Transaction Policy Nomination and Remuneration PolicyPolicy on Material Subsidiaries
3. During the year the Company has conducted 4 Board meetings 4 Audit committeemeetings 4 Stakeholder Relationship Committee Meeting and 1 Independent Directorsmeeting. We have also examined compliance with the applicable clauses.
4. During the financial year under report the Company has complied with the provisionsof the New Companies Act 2013 Old Companies Act 1956 to the extent applicable and theRules Regulations Guidelines Standards etc.
We further report that the compliance by the Company of applicable financial laws likeDirect and Indirect tax laws has not been reviewed thoroughly in this audit since the samehave been subject to review by statutory financial audit and other designatedprofessionals.
As per the information and explanations provided by the Company its officers agentsand authorized representatives during the conduct of secretarial audit we report that:
(i) the provisions of the Foreign Exchange Management Act 1999 and the Rules andRegulations made there under to the extent of:
External Commercial Borrowings were not attracted to the Company under thefinancial year under report;
Foreign Direct Investment (FDI) was not attracted to the company under thefinancial year under report;
Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiaryabroad was not attracted to the company under the financial year under report.
(ii) As per the information and explanations provided by the company its officersagents and authorized representatives during the conduct of Secretarial Audit we reportthat the Company has not made any GDRs/ADRs or any Commercial Instrument under thefinancial year under report.
We further report that:-
i. The company has not appointed Company Secretary and Internal Auditor for thefinancial year 2015-16. ii. The company in the AGM held on 30.09.2016 passed resolutionfor effecting the shifting of registered office of the company from State of Tamilnadu toThe State of Maharashtra but the process for implementation of the same is not yetstarted.
5. I have relied on the Management Representation made by the Whole-time Director forsystems and mechanism formed by the Company to ensure the compliances under otherapplicable Acts Laws and Regulations which are listed below: a. Labour laws andIncidental laws related to Labour and Employees appointed by the Company either on itspayroll or on contractual basis as related to Wages Gratuity Provident Fund ESICCompensation etc.
b. Acts prescribed under Prevention and Control of pollution c. Clearance from VariousLocal Authorities.
| ||For Sambhu Prasad M & Associates |
| ||Sd/- |
|Place: Hyderabad ||Sambhu Prasad |
|Date: 12.08.2017 ||Practicing Company Secretary |
| ||C. P. No: 11723 |