For the financial year ended March 31 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Nilkamal Limited(hereinafter called "the Company"). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minutes 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 ended March 31 2018 complied with the statutory provisionslisted hereunder and also that the Company has proper Board processes and compliancemechanism in place to the extent in the manner and subject to the reporting madehereinafter:
1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended March 31 2018 accordingto the provisions of:
i. The Companies Act 2013 (the Act) and the Rules made thereunder;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade thereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent applicable;
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 (Prohibition of Insider Trading)Regulations 2015;
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
d) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015;
2. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (SEBI Act) were notapplicable to the Company during the financial year under report:-
i. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
ii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
iii. The Securities and Exchange Board of India (Delisting of equity Shares)Regulations 2009;
iv. The Securities and Exchange Board of India (Buy Back of Securities) Regulations1998; and
v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
3. The Company has identified the following laws as specifically applicable to theCompany:
i. Water (Prevention & Control of Pollution) Act 1974
ii. The Air (Prevention & Control of Pollution) Act 1981
iii. The Legal Metrology Act 2009
We further report that:
1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changesin the composition of the Board of Directors that took place during the year under reviewwere carried out in compliance with the provisions of the Act.
2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
3. Company has duly complied with the Secretarial Standards as issued by The Instituteof Company Secretaries of India.
4. Company is generally regular in compliance with the filing of e-forms with theoffice of Ministry of Corporate Affairs as required pursuant to the provisions of TheCompanies Act 2013 and Rules framed thereunder.
5. Majority decisions are carried through which are captured and recorded as part ofthe minutes.
6. There are adequate systems and processes in the Company commensurate with the sizeand operations of the Company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.
| ||PRATIK M. SHAH |
| ||Company Secretaries |
|Place: Mumbai ||FCS No.: 7431 |
|Date: May 3 2018 ||CP No.: 7401 |