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Aegis Logistics Ltd. Audit Report / Information 2023

May 16, 2023

60669_rns_2023-05-16_234b0717-c396-4390-a62e-a962af9b6bea.pdf

Audit Report / Information

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May 16, 2023

To, The Secretary, Capital Market Operations Market Operations Department, The National Stock Exchange of India Ltd. The BSE Ltd. Exchange Plaza, 5[th] Fl., Plot No.C/1, Phiroze Jeejeebhoy Towers, G Block, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai – 400 023. Mumbai – 400 051. Scrip Code: 500003 Scrip Code: AEGISCHEM

Dear Sir,

Sub. : Submission of Annual Secretarial Compliance Report for the year ended 31[st ] March, 2023

Pursuant to Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, read with the relevant Circular(s), issued by the SEBI/ Exchanges from time to time, we are enclosing herewith the Annual Secretarial Compliance Report for the year ended March 31, 2023, issued by M/s. P. Naithani & Associates, Secretarial Auditor of the Company.

This intimation is also being uploaded on the Company's website at www.aegisindia.com.

Kindly take the same on record.

Thanking you.

Yours faithfully, For AEGIS LOGISTICS LIMITED

Monica Digitally signed by Monica Gandhi Date: 2023.05.16 Gandhi 15:20:36 +05'30'

MONICA GANDHI COMPANY SECRETARY

Encl. : As above

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P. NAITHANI & ASSOCIATES

Company Secretaries 902, B Wing, Venus Tower, Veera Desai Road, Andheri (W), Mumbai - 400053. Mobile: +91 8779458982, +91 98204 00325 | Email: [email protected]

Secretarial compliance report of AEGIS LOGISTICS LIMITED for the year ended 31[st] March 2023

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by AEGIS LOGISTICS LIMITED (hereinafter referred as ‘the listed entity’), having its Registered Office at 502, Skylon, GIDC. Char Rasta, Vapi-396195, Dist. Valsad. Gujarat Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2023, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I, Prasen Naithani, of P. Naithani & Associates, have examined:

  • (a) all the documents and records made available to us and explanation provided by AEGIS LOGISTICS 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 year ended 31[st] March,2023 (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 thereunder; and

  • (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

  • (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

  • (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 – Not Applicable ;

  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

  • (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 – Not Applicable ;

  • (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 – Not Applicable ;

  • (f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 – Not Applicable ;

  • (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 – Not Applicable ;

  • (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;

  • (j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. and circulars/ guidelines issued thereunder;

and based on the above examination,

I/We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr.
No.		 Particulars Compliance
Status (YES/
NO / NA)		 Observations/Remarks by PCS*
1 Secretarial Standards:
The compliances of the listed entity are in accordance
with the applicable Secretarial Standards (SS) issued
by the Institute of Company Secretaries India (ICSI),
as notified by the Central Government under section
118(10) of the Companies Act, 2013 and mandatorily
applicable.		 YES -
2 Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are
adopted with the approval of board of directors of the
listed entities
• All the policies are in conformity with SEBI
Regulations and has been reviewed & timely updated
as per the regulations/circulars/guidelines issued by
SEBI		 YES -
3 Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website
• Timely dissemination of the documents/ information
under a separate section on the website
• Web-links provided in annual corporate governance
reports under Regulation 27(2) are accurate and
specific which re-directs to the relevant document(s)/
section of thewebsite		 YES -
4 Disqualification of Director:
None of the Director of the Company are disqualified
under Section 164 of Companies Act,2013		 YES -
5 To examine details related to Subsidiaries of listed
entities:
(a) Identification of material subsidiary companies
(b) Requirements with respect to disclosure of material
aswell as other subsidiaries		 YES -
6 Preservation of Documents:
The listed entity is preserving and maintaining records
as prescribed under SEBI Regulations and disposal of
records as per Policy of Preservation of Documents
and Archival policy prescribed under SEBI LODR
Regulations,2015		 YES -
7 Performance Evaluation:
The listed entity has conducted performance
evaluation of the Board, Independent Directors and the
Committees at the start of every financial year as
prescribed inSEBI Regulations		 YES -
8 Related Party Transactions:
(a)The listed entity has obtained prior approval of
Audit Committee for all Related party transactions		 YES -
(b) In case no prior approval obtained, the listed entity
shall provide detailed reasons along with confirmation
whether the transactions were subsequently
approved/ratified/rejected by the Audit committee		 NOT
APPLICABLE		 Since, all Related party
transactions were entered after
obtaining prior approval of audit
committee.
9 Disclosure of events or information:
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with Schedule
III of SEBI LODR Regulations, 2015 within the time
limitsprescribed thereunder.		 YES -
10 Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5)
& 3(6) SEBI (Prohibition of Insider Trading)
Regulations,2015		 YES -
11 Actions taken by SEBI or Stock Exchange(s), if any: NO No Actions taken against the
listed entity/ its promoters/
directors/ subsidiaries either by
SEBI or by Stock Exchanges.
12 Additional Non-compliances, if any: NO No additional non-compliance
observed for all SEBI
regulation/circular/guidance
note etc.

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr.
No.		 Particulars Compliance
Status
(Yes/No/ NA)		 Observations
/Remarks by PCS*
1 Compliances
with
the
following
conditions
while
appointing/re-
appointing an auditor		 -
i.If the auditor has resigned within 45
days from the end of a quarter of a
financial year, the auditor before such
resignation, has issued the limited review/
audit report for such quarter; or
ii.If the auditor has resigned after 45 days
from the end of a quarter of a financial
year, the auditor before such resignation,
has issued the limited review/ audit report
for such quarter as well as the next
quarter; or
iii.If the auditor has signed the limited
review/ audit report for the first three
quarters of a financial year, the auditor
before such resignation, has issued the
limited review/ audit report for the last
quarter of such financial year as well as
the audit report for such financialyear.		 NA Not
Applicable
as
there has been no
resignation
of
Statutory Auditors for
FY 2022-23
2 Other conditions relating to resignation
of statutory auditor
i.Reporting of concerns by Auditor with
respect to the listed entity/its material
subsidiary to the Audit Committee:
a.In case of any concern with the
management of the listed entity/material
subsidiary such as non-availability of
information / non-cooperation by the
management which has hampered the
audit process, the auditor has approached
the Chairman of the Audit Committee of
the listed entity and the Audit Committee
shall receive such concern directly and
immediately without specifically waiting
for
the
quarterly
Audit
Committee
meetings.
b.In case the auditor proposes to resign,
all concerns with respect to the proposed
resignation,
along
with
relevant
documents has been brought to the notice
of the Audit Committee. In cases where
the proposed resignation is due to non-
receipt of information / explanation from
the company,the auditor has informed the		 NA Not
Applicable
as
there has been no
resignation
of
Statutory Auditors for
FY 2022-23
Audit
Committee
the
details
of
information / explanation sought and not
provided
by
the
management,
as
applicable.
c.The Audit Committee / Board of
Directors, as the case may be, deliberated
on the matter on receipt of such
information from the auditor relating to
the proposal to resign as mentioned above
and communicate its views to the
management and the auditor.
ii.Disclaimer in case of non-receipt of
information:
The auditor has provided an appropriate
disclaimer in its audit report, which is in
accordance
with
the
Standards
of
Auditing as specified by ICAI / NFRA, in
case where the listed entity/ its material
subsidiary has not provided information
as required bythe auditor.
3 The listed entity / its material subsidiary
has obtained information from the Auditor
upon resignation, in the format as
specified in Annexure- A in SEBI
Circular
CIR/
CFD/CMD1/114/2019
dated 18th October, 2019.		 NA Not
Applicable
as
there has been no
resignation
of
Statutory Auditors for
FY 2022-23

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,

Sr.
No.		 Compliance
Requirement
(Regulations/
circulars / guidelines
including
specific
clause)		 Compliance
Requirement
(Regulations/
circulars / guidelines
including
specific
clause)		 Regulation/
Circular No.		 Deviations Action
Taken by		 Type
of
Action		 Type
of
Action		 Details
of
Violatio
n		 Details
of
Violatio
n		 Fine
Amount		 Fine
Amount		 Observations/
Remarks of the
Practicing
Company
Secretary		 Observations/
Remarks of the
Practicing
Company
Secretary		 Managemen
t Response		 Managemen
t Response		 Remarks
NIL
b) The listed entity has taken the following actions to comply with the observation made in previous reports:
Sr
.
N
o.		 Compliance
Requirement
(Regulations/
circulars
/
guidelines
including
specific clause)		 Deviations Action
Taken by		 Type
of
Action		 Details
of
Violation		 Fine
Amount		 Observations/
Remarks of the
Practicing
Company
Secretary		 Management
Response		 Remarks
1 Regulation
34(1)(a) of SEBI
(Listing
Obligation
and		 The
Company
has
uploaded the Annual
Report on the Stock
exchange portal 2 days		 BSE
and
NSE		 letter
issued
on dated 30,
December
2021 from for		 The
Company
has uploaded
the
Annual		 Fine:
Rs
4,720		 NSE has vide
email
dated May 23,
2022
waived fine upon		 The Board had
discussed
the
matter
in
the
Board
meeting		 -
Disclosure
Requirements)
2015		 later
that
the
of
commencement
of
dispatch
to
its
shareholders.		 delay
in
compliance
with
regulations
34(1)(a)
of
SEBI
(LODR) 2015		 Report on the
Stock
exchange
portal 2 days
later
but
prior to 21
days of the
Annual
General
Meeting
of
the Company
in
due
compliance
with
regulation 36
of the SEBI
LODR.		 request of Aegis
Logistics Limited.		 and
intimated
the same to the
Stock Exchange.
The
Company
has undertaken
extra precaution
and appropriate
action to ensure
the compliance
of
the
said
Regulation.

Assumptions & Limitation of scope and Review:

  1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

  2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

  3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

  4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For P. Naithani & Associates Company Secretaries

Prasen Digitally signed by Prasen Pravinchan Pravinchandra dra Naithani Date: 2023.05.16 Naithani 15:11:34 +05'30'

Prasen Naithani FCS No.: 3830 C.P. No.: 3389 Place: Mumbai PR No.: 1131/2021 Date: 16th May, 2023 UDIN: F003830E000315592

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