Hindustan Construction Co. Ltd. — Audit Report / Information 2019

May 24, 2019

HCCI SECI 2018- 2019 May 24,2019

BSE Limited	National Stock Exchange of India Ltd
The Corporate Relationship Dept,	Exchange Plaza,
1st Floor, Phiroze Jeejeebhoy Towers,	Bandra-Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai-400 001.	Mumbai-400 051.

Dear Sir 1 Madam,

Sub: Annual Secretarial Compliance Report for the vear ended 31" March, 2019

Pursuant to the Regulatior 24A of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are attaching herewith the Annual Secretarial Compliance Report for the financial year 2018-19.

Kindly take the above information on record.

Thank you

dustan Construction Co. Ltd.

SECRETARIAL COMPLIANCE REPORT OF HINDUSTAN CONSTRUCTION COMPANY LIMITED FOR ME FINANCIAL YEAR ENDED MARCH 31,2019

We, BNP & Associates, have examined:

• (a** . , all the documents and records made available to us and explanation provided by Hindustan Construction Company Limited fWe listed entity"), (b)** the filings - I submissions made by the listed entity to the Stock Exchanges,
• (c) website of the listed entity,
• (d) any other documents /filings, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2019 ("Review Period") compliance with respect to provisions of:

• (a) the Secufi-es and Exchange Board of lndia Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRAn), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of lndia (SEBI");

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

• (a) The Securities and Exchange Board of lndia (Substantial Acquisition of Shares and Takeovers) Regulations, 201 I;
• [b) The Securities and Exchange Board of lndia (Prohibition of Insider Trading) Regulations, 2015;
• (c) The Securities and Exchange Board of lndia (Issue of Capital and Disclosure Requirements) Regulations, 2009;
• (d) The Securities and Exchange Board of lndia (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
• (e) The Securities and Exchange Board of lndia (Listing Obligations and Discfosure Requirements) Regulations, 2015;
• (f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
• (g) The Securities and Exchange Board of lndia (Share Based Employee Benefts) Regulations. 2014;

and circulars1 guidelines issued thereunder, and based on the above examination, we hereby report that, during the Review Period;

N102, 1st Floor, Rarnkrupa CHS, Above lnduslnd Bank, SVP Road, Borivali (West), Murnbai - 400 092. T: +91 22 2890 04261 2890 0176 W: www.bnp-associates.com .

(a) The listed entity has complied with the provisions of the above Regulations and circulad guidelines issued thereunder, except in respect of matters specified belowr-

No (Reguiationsl circulars guidelines including specific clause)	I Compliance Requirement Deviations Obsewationsl Remarks of the Practicing Company Secretary
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• (b) The listed entii has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from our examination of those records.
• (c) The foilowing are the details of actions taken against the listed entity1 its promoted directors/ material subsidiaries either by SEBl or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Actsl Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action by	taken	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations1 remarks of the Practicing Company if. Secretary, I any.
			NIL

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

Sr. No.	Observations &be of Practicing Company Secretary M the previous reports	Obse~ati~nS made - ia-thesmxehmd compliance report for the year is&?fL phe yeam are to be mentione@	Actions the listed if entity, W	by*^ . . Comments of Company Secretary on tbe actions taken by the listed entity
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For BNP & Associates Company Secretaries Frn Registrafion. No. PZ014MH037400J -

Date: May 73,2019 Place: Murnbai

Partner FCS No: 5578 C P No: 19862 PR No.: 54412017