Ador Welding Ltd. — Audit Report / Information 2021

May 25, 2021

AWL/SEC/SE/2021-22 25" May, 2021

1* Floor, Dalal Street, Bandra-Kurla Complex Fort, Bandra (East), Mumbai — 400 023 Mumbai - 400 051.

BSE LTD. NATIONAL STOCK EXCHANGE OF INDIA LTD. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Company Scrip Code: 517041 Company Scrip Code: ADORWELD

Dear Sir/Madam,

Sub: Annual Secretarial Compliance Report for the financial year ended 31% March, 2021

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, we are submitting herewith Annual Secretarial Compliance Report dated 25' May, 2021 for the financial year ended 31% March 2021, issued by Practicing Company Secretaries, M/s. Hemanshu Kapadia & Associates, Mumbai.

We hereby request you to take the above information on record and acknowledge its receipt.

Thanking you,

Yours Sincerely,

ee WELDING LIMITED &

Encl.: As above

ADOR WELDING LIMITED

Regd. & Corporate Office: Ador H bash Marg, Fort, Mumbai - 4 26,

+91 2266239300 | wwwaadorwelding.com | C\NN: L7ox00MH1951PL.C008647

38002331071 | care@adorians.com | _—_+9 20 40706000

HEMANSHU KAPADIA & ASSOCIATES

COMPANY SECRETARIES

Office No. 12, 14" Floor, Navjivan Society, Building No.3 Lamington Road, Mumbai-400 008 Tel: 6631 0888/6631 4830 E-mail: hemanshu@hkacs.com Website: hkacs.com

SECRETARIAL COMPLIANCE REPORT OF ADOR WELDING LIMITED

FOR THE FINANCIAL YEAR ENDED 315? MARCH, 2021

I, Hemanshu Kapadia, Proprietor of Hemanshu Kapadia & Associates, Practicing Company secretaries, having office at Office No. 12, 14th Floor, Navjivan Commercial Co-op Soc. Ltd. Building No.3, Lamington Road, Mumbai 400008, Maharashtra India, have examined the following:

• a) All the documents and records made available to me and explanation provided by ADOR WELDING 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 financial year ended 31s March, 2021 ("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, 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; (Not Applicable to the Company during the Review Period);
• 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; (Not Applicable to the Company during the Review Period);
• e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Review Period);
• f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Review Period);
• g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not Applicable to the Company during the Review Period);
• h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

and circulars / guidelines issued there under;

and based on the above examination, I hereby report that, during the Review Period:

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

	Sr. No. Compliance Requirement (Regulations/circulars/guidelines including specific clause)	Deviations	Observations/ Remarks the of Practicing Company Secretary
1.	As per Regulation 40 of the SEBI (Listing Obligations and Disclosure under Requirements) Regulations, 2015, on receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to processed the transferee or transferor, as the case may be, within a period of fifteen days from the date of such _ limit due to delay receipt of request for transfer. Also in all certificates have to be issued within thirty days of the date of lodgement for sub-division, consolidation, renewal, exchange	During year the review was there 1 request for transfer of shares, requests for 2 name deletion, and 4 requests for duplicate share were certificates beyond the prescribed time transit — of documents due to COVID-19 pandemic	aa
2.	As per Regulation 33(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall submit quarterly and year-to date standalone financial results to the stock exchange within forty five days of end of each quarter, other than the last quarter	The has submitted the financial results quarter the for and half-year ended 30% September, 2020 stipulated after period of 45 days	Company Due to unforeseen circumstances the financial results for the quarter and half-year ended 30 September, 2020 were submitted on 24 December 2020.

b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars / guidelines issued thereunder insofar as it appears from my 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 by BSE/NSE	taken Details Violation	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: of Details of taken e.g. warning	action Observations/ fines, remarks the of
			debarment, etc	letter, Practicing Company Secretary, if any.
1	Fine of 88,500/- each (by = ——snon- within for romp tance ursuant = t0 prescribed Regulation SEBI of (LODR) Regulations, 2015	Rs. Non- submission SE) financial result pene 33 under fhe regulation for quarter the ended 30th September,2020	Payment Fine of BSE 88,500/- of Rs. to NSE through and =the NEpT no. N359201350662260 and N359201350657384	of --

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

Sr. No.	Observations of Practicing Secretary the in previous reports	Company made in the Any, Secretarial Compliance Company Report Year the Ended	the Observation Action taken by the Listed Entity, If Comments Practicing the of Secretary actions on the for taken by the Listed Entity
IL.	required As Regulation 55A of SEBI and (Depositories Participants) Regulations, and 1996 Circular vide no. LIST/COMP/05/2017- 18 dated June 14, 2017: Company had The submitted Share Audit Report Capital in XBRL mode within 30 days of the quarter ended 30th September however, 2018, the same in PDF mode was filed after the expiry of thirty days.	under 31.03.2019	Company The has, _ thereafter complied requirement with this within the timeline.
2.	As per Regulation 40 of 31.3.2020 SEBI (Listing the and Obligations Disclosure Requirements) Regulations, 2015, during the year under review were there 6 requests transfer for and requests for 4 transmission of shares which were issued with delay beyond the prescribed time.		The delay was due to delay in receipt / transit of documents on account of pandemic, which Covid-19 was beyond the Company's control. The were processed requests said on receipt of documents.

During the year under review, 8 requests for name deletion, 3 change request for of name and 10 requests duplicate share for were certificates processed beyond the prescribed time limit.

For Hemanshu Kapadia & Associates

Practicing Company Secretaries

Ht, LAC Sey

Hemanshu Kapadia Proprietor C.P. No.:2285 Membership No.:F3477 UDIN: F003477C000365157

Place: Mumbai Date: 25 May, 2021