Centum Electronics Ltd — Audit Report / Information 2021

Apr 19, 2021

Ref: CEL/NSEBSE/ASCR/19042021 19th April, 2021

To,

Listing Department	Department of Corporate Services ‐ Listing
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza,	P. J. Towers,
Bandra Kurla Complex,	Dalal Street,
Bandra (East),	Mumbai – 400 001
Mumbai – 400 051

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544

Dear Sir/ Madam,

Sub: Annual Secretarial Compliance Report Regulation 24A of SEBI (LODR) Regulations, 2015 – 31st March, 2021

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Annual Secretarial Compliance Report issued by Mr. K Rajshekar, Practising Company Secretary (CP No.2468) for the financial year ended 31st March, 2021, based on the audit carried out by him.

Kindly take the same on your records.

Yours faithfully, For Centum Electronics Limited Nagaraj K V NAGARAJ K V Digitally signed by NAGARAJ K V Date: 2021.04.19 16:11:19 +05'30'

Company Secretary & Compliance Officer

Encl: as above

K RAJSHEKAR AARTHI G KRISHNA COMPANY SECRETARIES

1ST FLOOR, 328/B, 14TH CROSS, 5TH MAIN, SADASHIVANAGAR, BENGALURU - 560 080

Phone: 23603320/21 41281966 Email: rajaarthi.cs@gmail.com

Secretarial Compliance Report of Centum Electronics Limited for the year ended 31st March, 2021'

I, Rajshekar have examined:

• a) all the documents and records made available to us and explanation provided by Centum Electronics Limited ("the listed entity"),
• b) the filings/submissions made by the listed entity to the stock exchanges,
• c) website of the listed entity,
• d) other document/filing, as may be relevant, which has been relied upon to make certification,
• for the Year ended 34^st March, 2021 ("Review Period") in respect of compliance with 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 Contract (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 (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• c) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
• d) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• and circulars/ guidelines issued thereunder;

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

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

Sr. No.	Compliance Requirement (Regulations/circulars/guidelines including specific clause)	Deviations	Observations/Remarks of the Practicing Company Secretary
		NIL

b) The listed entity 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.

Centum - ASC-2020-21

K RAJSHEKAR

AARTHI G KRISHNA

COMPANY SECRETARIES

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 taken by	Details of violations	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/Remarks of the Practicing Company Secretary, if any.
	BSE	of Intimation Advance Date for Final Record Dividend for financial year 2020-21 has not been given as per timelines under Regulation 42 of SEBI LODR, 2015	Fine Levied as per SEBI SOP Circular No. SEBI/HO/ CFD/ CMD/CIR/ P/2020/12 dated 22nd January, 2020	Company has paid the fine under protest and requested for waiver of fine stating that the "working days" was not correctly understood and thus there was a delay of 1 day, vide their letter dated October 8, 2020
$\overline{2}$	NSE	of Advance Intimation Final Date for Record Dividend for financial year 2020-21 has not been given timelines under per as Regulation 42 of SEBI LODR, 2015	Fine Levied as per SEBI SOP Circular No. SEBI/HO/ CFD/ CMD/CIR/ P/2020/12 dated 22nd January, 2020	Company has requested for waiver of fine stating that "working days" was not correctly understood and thus there was a delay of 1 day vide their letter dated October 16, 2020

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

Sr.	Observations of the	Observations made in	Action taken	Comments of Practicing
No.	Practicing Company	the secretarial	by the listed	Company Secretary on
	Secretary in the	compliance report for	entity, if any	actions taken by the listed
	previous reports	the year ended		entity
		Not applicable

e) The listed entity has complied with the Pars 6(A) and 6(B) of SEBI Circular CIR/CFD/CMD1/ 114/2019 dated October 18, 2019.

Place: Bengaluru Date: April 19, 2021

Signature	Rajshekar Bajshekar	Digitally signed by $+05'30'$
Name of PCS	: RAISHEKAR
FCS No.	:4078
UDIN	:F004078C000126893

¹ To be read with the Annexure

ANNEXURE

Our report of even date is to be read along with this letter.

We have been engaged by Centum Electronics Limited (hereinafter referred to as 'the Company') whose Equity Shares are listed on National Stock Exchange of India Limited and BSE Limited to conduct an audit in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with SEBI's Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 and to issue the Annual Secretarial Compliance Report thereon.

It is the responsibility of the management of the Company to maintain records, devise proper systems to ensure compliance with provisions of all applicable SEBI Regulations and circulars/ guidelines issued there under from time to time and to ensure that the systems are adequate and are operating effectively.

Our responsibility is to verify compliances by the Company with provisions of all applicable SEBI Regulations and circulars/ guidelines issued there under from time to time and issue a report thereon.

Our audit was conducted in accordance with Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India and in a manner which involved such examinations and verifications as considered necessary and adequate for the said purpose.

		$\text{Kajsnekar}_{\text{Date: }2021.04.19}$
Place: Bengaluru	Signature		15:02:56 +05'30'
Date: April 19, 2021		Name of PCS : RAJSHEKAR
	FCS No.	: 4078

Digitally signed by