For the financial year ended March 31 2018
[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members
Aviva Industries Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aviva Industries Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on my verification of the Companys books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended onMarch 31 2018 generally complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter. I have examined thebooks papers minute books forms and returns filed and other records maintained by theCompany for the financial year ended on March 31 2018 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under as applicable;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act 1999 (FEMA) and the rules and regulations madethere under to the extent of Foreign Direct Investment;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act"):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
c) The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("the Listing Regulations")
vi. Secretarial Standards issued by the Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of theCompanies Act 2013 Rules made there under Regulations guidelines etc. mentioned abovesubject to the following observations;
A. The Company has not complied with section 203(4) of the Companies Act 2013 to theextent appointment of Chief Financial Officer;
B. The Regional Director vide its notice dated May 25 2016 has initiated proceeding ofInspection;
C. The Company has delayed complied with certain clauses of erstwhile ListingAgreement entered into by the Company with BSE Limited for which BSE Limited vide itsE-mail dated July 18 2016 imposed a penalty on company which is yet pending for paymentto the exchange; Further company being engaged in the business of manufacturing andtrading of Glass Mosaic and Glass mosaic products but inoperative throughout the year andnot employed any employee; there are no other specific or general laws applicable to theCompany which requires approvals or compliances under the respective laws. During thePeriod under review provisions of the following Acts Rules Regulations and Standardsare not applicable to the Company
i. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
ii. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; -the Company is not registered as Registrar to an Issue & Share Transfer Agent.However the Company has appointed Link Intime (India) Private Limited as Registrar &Share Transfer Agent as per Listing Regulations.
iii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;
iv. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
v. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;
vi. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
vii. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment and External Commercial Borrowings.
I further report that -
The Board of Directors of the Company is duly constituted with Executive DirectorsIndependent Directors and Women Director in accordance with the act. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act. Adequate notice is given toall Directors to schedule the Board Meetings agenda and detailed notes on agenda weresent in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting. Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that -
There are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
I further report that -
There has been no specific events occurred during the reporting period which requirespecific mentioning of events.
| ||Anand Lavingia |
|Place: Ahmedabad ||ACS No. : 26458 |
|Date: August 6 2018 ||C P No.: 11410 |
Note: This Report is to be read with my letter of even date which is annexed asAnnexure - A and forms an integral part of this report.