BASF India Ltd — Audit Report / Information 2021

May 11, 2021

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BASF India Limited, Mumbai - 400 051, India

May 11, 2021

The Market Operations Department BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001.

Name of the Company : BASF India Limited Security Code No. : 500042

Dear Sir/Madam,

Sub: Annual Secretarial Compliance Report for the year ended 31[st] March, 2021

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8[th] February, 2019, we enclose herewith the Annual Secretarial Compliance Report issued by Mr. Hemant Shetye, Partner of HS Associates, Practising Company Secretaries, for the year ended 31[st] March, 2021 for your information and record.

Thanking you,

Yours faithfully For BASF India Limited

Digitally signed Pradeep by Pradeep Manjunath Manjunath Chandan Chandan Date: 2021.05.11 19:36:03 +05'30'

PANKAJ Digitally signed by PANKAJ RAJKUM RAJKUMAR BAHL Date: 2021.05.11 AR BAHL 19:36:57 +05'30'

Pradeep Chandan Director- Legal, General Counsel (South Asia) & Company Secretary

Pankaj Bahl Manager- Company Secretarial

Encl: a.a.

• cc: The Assistant Manager – Listing National Stock Exchange of India Ltd. Exchange Plaza, 5[th] floor Plot No.C/1, G Block Bandra – Kurla Complex

  • Bandra (East), Mumbai – 400 051

Registered Office BASF India Limited The Capital, ‘A’ Wing, 1204-C, 12th Floor, Plot No. C-70, ‘G’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051, India

Tel +91 22 6278 5600

CIN - L33112MH1943FLC003972

www.basf.com/in

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Secretarial Compliance Report of BASF India Limited for the financial year ended 31[st ] March, 2021

To,

The Board of Directors,

BASF India Limited.

The Capital, A Wing, 1204-C, 12th Floor, Plot No.C-70 'G' Block, Bandra Kurla Complex, Bandra (East) Mumbai 400051.

I, CS Hemant Shetye, Partner of HS Associates, Practicing Company Secretaries have examined:

• a) all the documents and records made available to us and explanation provided by BASF India 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, 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 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) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; - not applicable for the period under review

(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 for the period under review

SHETYE Digitally signed by SHETYE HEMANT HEMANT SHRIPAD Date: 2021.05.11 SHRIPAD 15:43:24 +05'30'

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(E) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - not applicable for the period under review

(F) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(G) Securities and Exchange Board of India (Issue and Listing of Nonconvertible and Redeemable Preference Shares) Regulations, 2013; - not applicable for the period under review

(H) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(I) SEBI (Depositories and Participants) Regulations, 2018 erstwhile SEBI (Depositories and Participants) Regulations, 1996;

(J) Annual Secretarial audit report and annual secretarial compliance report for listed entities as per SEBI circular CIR/CFD/CMD1/27/2019 dated February 08, 2019;

(K) Disclosure of reasons for delay in submission of financial results by listed entities as per SEBI circular CIR/CFD/CMD-1/142/2018 dated November19, 2018;

(L) Standardised norms for transfer of securities in physical mode SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated November 6, 2018;

(M) Strengthening the Guidelines and Raising Industry standards for RTAs, Issuer Companies and Banker circular no. SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated July16, 2018 read with SEBI circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018;

(N) Standard Operating Procedure for suspension and revocation of trading of specified securities circular no. SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 3, 2018;

(O) System-driven Disclosures in Securities Market as per SEBI circular SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018;

(P) Monitoring of Foreign Investment limits in listed Indian companies SEBI circular IMD/FPIC/CIR/P/2018/74 dated April 27, 2018 read with SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated April 5, 2018;

(Q) Disclosures by listed entities of defaults on payment of interest/ repayment of principal amount on loans from banks / financial institutions, debt securities, as per SEBI circular CIR/CFD/CMD/93/2017 dated August 4, 2017;

(R) Database for Distinctive Number (DN) of Shares as per SEBI circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 01, 2019;

(S) Disclosure of significant beneficial ownership in the shareholding pattern as per SEBI circular SEBI/HO/CFD/CMD1/CIR/P/2019/36 dated March 12, 2019;

(T) Framework for listing of Commercial Paper as per SEBI circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22[nd] October 2019 read with Noncompliance with provisions related to continuous disclosures as per SEBI Circular no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020

(U) Resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI circular CIR/CFD/CMD1/114/2019 dated October 18, 2019;

Digitally signed SHETYE by SHETYE HEMANT HEMANT SHRIPAD Date: SHRIPAD 2021.05.11 15:43:55 +05'30'

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(V) Disclosure of standardizing reporting of violations related to code of conduct under SEBI (PIT), 2015 as per SEBI Circular HO/ISD/ISD/CIR/P/2019/82 dated 19[th] July, 2019

(W) Violation of Insider Trading SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23, 2020

(X) E-VOTING Facility as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020

(Y) Operational guidelines for Transfer and Dematerialization of re-lodged physical shares as per SEBI Circular No. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/166 dated September 07, 2020

(Z) Handling of Scores Complaints as per SEBI Circular No. SEBI/HO/OIAE/IGRD/CIR/P/2020/152 dated 13 August, 2020.

(AA) Automation of System Driven Disclosures as per SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020

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	ComplianceRequirement(Regulations/ circulars /guidelinesincludingspecific clause)	Deviations	Observations/Remarks ofthe Practicing CompanySecretary
1	SEBI circular numberedSEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 and datedAugust 01, 2019.	Certain Distinctive NumberRangewithrespecttophysical share capital of theCompany is not updatedwith the Depositories.	TheCompanyhasupdated the DistinctiveNumber Range with theDepositories based on therecordsavailablewiththeir Registrar & ShareTransfer Agent, howeveras informed except for2445 (Two ThousandFour Hundred and FortyFive)Equityshares(constituting0.01 % ofthe paid up Equity ShareCapital of the Company)where the data is notavailablewiththeCompany’s Registrar.

SHETYE Digitally signed by SHETYE HEMANT HEMANT SHRIPAD SHRIPAD Date: 2021.05.11 15:44:22 +05'30'

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• (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/ our 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 thereunder:

Sr.No	Action takenby	Details of violation	DetailsofactiontakenE.g.fines,warningletter,debarment, etc.	Observations/ remarks ofthePracticingCompanySecretary, if any.
Not Applicable

SHETYE Digitally signed by SHETYE HEMANT HEMANT SHRIPAD SHRIPAD Date: 2021.05.11 15:44:41 +05'30'

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

Sr.No	Observations of thePracticing CompanySecretaryintheprevious reports	Observations made inthesecretarialcompliance report fortheyearended31.03.2020	Actions taken bythe listed entity, ifany	Comments of thePracticingCompany Secretaryontheactionstaken by the listedentity
1	Observationsmentioned inAnnual SecretarialCompliance Reportfor 31st March,2019.Not Applicable sincethe Company hastaken sufficientsteps and addressedthe raisedobservations.	ObservationsmentionedintheAnnualSecretarialCompliance Report for31st March, 2020.Certain DistinctiveNumber Range withrespect to physicalshare capital of theCompany is notupdated with theDepositories.	On theObservationsmade by in theAnnualSecretarialComplianceReport for 31stMarch, 2020.The Shares onwhich DNR is notupdated isreduced from5702 (Fivethousand SevenHundred andTwo)To2445 (TwoThousand FourHundred andForty Five)	On theObservationsmade by in theAnnualSecretarialComplianceReport for 31stMarch, 2020.The count ofDistinctiveNumber Range notupdated with theDepositories hasreduced duringthe financial yearended 31.03.2021from the previousfinancial year.

Note:

1. This report is based on the following: -

   • a) This report is based on the data received through electronic mode. Physical verification of the data and corresponding documents could not be accessed due to COVID-19 pandemic and restrictions imposed by the Maharashtra Government and local authorities.

SHETYE Digitally signed by SHETYE HEMANT HEMANT SHRIPAD SHRIPAD Date: 2021.05.11 15:45:07 +05'30'

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• b) Compliances required to be done by the Company during the Financial Year ended 31st March, 2021 (i.e. the period covered for the purpose of this Report is from 01st April, 2020 to 31st March, 2021).

1. There was no event of appointment/ re-appointment/ resignation of statutory auditor of the Company during the review period and the Company has suitably modified the terms of appointment of its existing statutory auditor in previous financial year ended 31[st] March, 2020, to comply with clause 6(A) and 6(B) of Circular No. CIR/CFD/CMD1/114/2019 dated 18[th] October, 2019 issued by SEBI.

Place: Mumbai. For HS Associates Company Secretaries Date: 11.05.2021 SHETYE Digitally signed by SHETYE HEMANT HEMANT SHRIPAD ICSI UDIN: F002827C000275484 Date: 2021.05.11 SHRIPAD 15:45:35 +05'30' _______________________ Hemant S. Shetye Partner FCS No.: 2827 CP No.: 1483

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