IFCI Ltd. — Regulatory Filings 2021

Jun 29, 2021

(31178 ont *I ammo) No. IFCl/CS/2021 331— June 29, 2021

BSE Limited Department of Corporate Services Phiroze JeeJeebhoy Tower Dalal Street, Fort Mumbai – 400 001

CODE: 500106

Dear Sir/Madam,

Re: Annual Secretarial Compliance Report for the FY 2020-21.

Pursuant to the provisions of Regulation 24A of the SEM (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report of the Company for the Financial Year 2020-21 is enclosed herewith.

Kindly acknowledge receipt.

Thanking You

Yours faithfully For IFCI Limited

(Rupa Deb) Company Secretary

Encl.: As above

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401%7 arriazuglafiri dicu., 61 I81 tT, 1d-8f1 - 110 019 WIPsr: +91-11-4173 2000, 4179 2800 lt"814: +91-11-2623 0201, 2648 8471 QC www.ifciltd.com 7i31T6-07: L74899DL1993G01053677

1948 et% * WORT al

IFCI Limited Regd, Office:

IFCI Tower, 61 Nehru Place, New Delhi - 110 019 Phone: +91-4173 2000, 4179 2800 Fax: +91-11-2623 0201, 2648 8471 Website: vvww.ifclltd.com CIN:L74899DL1993G01053677

In Development of the Nation since 1948

e_t_o_SakF

D-427, 2nd Floor, Palam Extn., Ramphal Chowk, Sector 7, Dwarka, New Delhi-110075 Email Id: sachinag1981@mail.corn Phone: 011-45052182; Mobile: 9811549887

SECRETARIAL COMPLIANCE REPORT

OF

IFCI LIMITED

For the year ended 315t March, 2021

We, Agarwal S. & Associates, Company Secretaries, New Delhi have examined:

• (a) all the documents and records made available to us and explanation provided by [Fa Limited ("the listed entity/IFCI"),
• (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 3ist 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 ("SEW);

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) Regulation, 2015;
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• (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;
• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014;
• (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 Non- Convertible and Redeemable. Preference Shares) Regulations,2013;

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• (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 thereunder;

and based on the above examination, we 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.	Compliance Requirement	Deviations	Observations/ Remarks of the
No	(Regulations/ circulars /		Practicing Company Secretary
	guidelines including
	specific clause)
	Regulation 17(1)(a)84 (b) of •Securities and ExchangeBoard of India (ListingObligations and DisclosureRequirements)Regulations, 2015	No woman director on theBoard of the Companyduring the period fromApril 01, 2020 to January04, 2021.•No independent womandirector on the Board ofthe Company during theperiod under review,No Independent Directoron the Board of Companyduring the period underreview	Company being a Listed entity:-Should have at least onewornanDirector.Should have at least oneindependent woman director.Should have minimum number ofIndependent Directors as perrequirement.
	ofRegulation17(1)(c)Securities and ExchangeBoard of India (ListingObligations and DisclosureRequirements)Regulations, 2015.	There are less than sixdirectors during period fromDecember 16, 2020 toJanuary 04, 2021.	As per the Letter dated December15, 2020, GOI had withdrawn thenomination of Shri Anand Madhukarand nominated Ms. AninditaSinharay vide Letter of even dated.However, IFCI being a ListedCompany, the appointment ofDirectors has to be approved by theBoard of Directors as per Section 178and 151 (3) of the Companies Act,2013 respectively. HoWever, owingto the procedure involved inprocessing the appointment ofDirector on the Board of theCompany, there was an intermittenttime gap of 20 days.
	Regulation 17(10) &25(4)	The performance evaluation	In the absence of Independent
	of Securities and Exchange	process was not carried out,	Directors during the period under
	Board of India (Listing	for/byIndependent	report, the requisite evaluatiorlcould
			0 A

9. - Or

Obligations and DisclosureRequirements)	Directors	not be carried out.
Regulations, 2015.
Regulation 18, 19 and 20	The compositionof Audit	in absence of independent directors,
theSecuritiesandof	Committee, Nomination &	the composition of Audit Committee,
ExchangeBoardof India	RemunerationCommittee	NominationRemuneration&
andObligations(Listing	andStakeholders'	Stakeholders'Committeeand
requirements)Disclosure	CommitteeRelationship	were notRelationshipCommittee
Regulations, 2015.	complying withwerenot	statutorywithcomplying. the
	the statutory requirements	requirementsduringperiodthe
	during the period from April	under review.
	01, 2020 to March 31, 2021,

• 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 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 .5E61 through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr.No	Actiontaken by	Details of violation	Details of actiontaken e.g. fines,warning letter,debarment, etc.	Observations/remarks of thePractidng CompanySecretary, if any.
1	NationalStockExchangeLimited	Regulation17(1),18(1),19(1)119(2), 20(2)/20(2A) of theSecurities and Exchange Board ofandIndiaObligations(ListingDisclosureRequirements)quarterforRegulations,2015ended 30th June, 2020.	lettervideitsNSEdated August 202020 has imposed afine of Rs.11,81,180/-	TheCompanyhassubmitted a responsevide their letter dated24.08.2020 and hasrequested to waive offthe penalty, since theappointment ofIndependent Directorson the Board of IFCI isdone by DepartmentofFinancialServices,thebeingMinistryAdministrativelyinthechargeofCompany.
2	BSELimited	Regulation17(1),18(1),19(1)/19(2), 20(2)/20(2A) of theSecurities and Exchange Board ofandIndiaObligations(ListingRequirements)DisclosurecterRegulations,2015for	lettervideitsBSEdated August 202020 has imposed afine of Rs.11,81,180/-__.,.,,	TheCompanyhosLrequestedtheStockExchanges to waive offthe. penalty,Afterconsidering the factsss7::t,17

	ended 30th June, 2020.		Company's
			therepresentation,
			stock exchange vide
			their letter dated 24th
			September2020
			waived off the fine
			uptothequarter
			ended 30th June, 2020.
			The Company has
National	Regulation 17(1), 17(2A), 18, 19	NSE vide its letter
Stock	and 20 of the Securities and	dated November 17	submitted a response
Exchange	Exchange Board of India (Listing	2020 has imposed afine of Rs.	vide their letter dated
Limited	Obligations and Disclosure		05/11/2021and has
	Requirements) Regulations, 2015	12,17,760/-	requested to waive off
	for quarter ended 30th		the penalty, since the
	September, 2020.		appointment of
			Independent Directors
			on the Board of IFCI is
			done by Department
			of Financial Services,
			being the Ministry
			Administratively in
			thechargeof
			Company.
BSE	Regulation 18(1), 19(1)119(2) and	BSE vide its letter	The Company has
Limited	20(2), 20 (2A) of the Securities	dated November 17	submitted a response
	and Exchange Board of India	2020 has imposed a	vide tileir letter dated
	(Listing Obligations and	fine of Rs.	23.11.2020 and has
	Disclosure Requirements)	12,17,760/-	requested to waive off
	Regulations, 2015 for quarter		the penalty, since the
	h September, 2020.ended 30t		appointment of
			Independent Directors
			on the Board of IFCI is
			done by Department
			of Financial Services,
			being the Ministry
			Administratively in
			thechargeof
			Company
			After considering the
			facts of the case and
			theCompany's
			representation,the
			stock exchange vide
			their letters dated 24th
			September, 2020
			anc119th April, 2021
			waived ofttOrfj e for
			Ap. • kv,,

Page.4; f 8

			quarter ended on 30th
			September, 2020 and
			31st December, 2020.
National	Regulation 17(1), 17(2A), 18, 19	NSE vide its letter	The Company has
Stock	and 20 of the Securities and	dated February 15	submitted a response
Exchange	Exchange Board of India (Listing	2021 has imposed a	vide their letter dated
Limited	Obligations and Disclosure	fine of Rs.	22,02.2021 and has
	Requirements) Regulations, 2015	12,17,760/-	requested to waive off
	for quarter ended 31st December,		the penalty, since the
	2020.		appointment of
			Independent Directors
			on the Board of IFCI is
			done by Department
			of Financial Services,
			being the Ministry
			Administrativelyin
			thechargeof
			Company.
		BSE vide its letter	The Company has
BSE	18(1),Regulation17(1),	dated May 17 2021	submitted a response
Limited	19(1)/19(2) and 20(2)/(2A)of the		vide their letter dated
	Securities and Exchange Board of	has imposed a fine
	India (Listing Obligations and	of Rs, 12,03,600/-	20.05.2021 and has
	Disclosure Requirements)		requested to waive off
	Regulations, 2015 for quarter		the penalty, since the
	ended 315t March, 2021.		appointment of
			Independent Directors
			on the Board of IFCI is
			done by Department
			of Financial Services,
			being the Ministry
			Administratively in
			thechargeof
			Company.
National	Regulation 17(1), 17(2A), 18, 19	NSE vide its letter	The Company has
Stock	and 20 of the Securities and	dated May 17 2021	submitted a response
Exchange	Exchange Board of India (Listing	has imposed a fine	vide their letter dated
Limited	Obligations and Disclosure'	of Rs. 12,03,600/-	20.05.2021 and has
	Requirements) Regulations, 2015		requested to waive off
	for quarter ended 31stMarch,		the penalty, since the
	2021.		appointment of
			Independent Directors
			on the Board of IFCI is
			done by Department
			of Financial Services,
			being the Ministry
			Administratively in
			charge/ rEf:7;0, Pie
			,/
			Page sfa
			;

		Company.

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

Sr.No	Observations of thePracticing CompanySecretary in the previousreports	Observations made inthe secretarialcompliance report forthe year ended31,03.2020	Actions takenby the listedentity, if any	Comments of thePracticingCompany Secretaryon the actionstaken by the listedentity
	of theRegulation17 (1)SecuritiesandExchangeBoard of India (ListingObligations and DisclosureRequirements)Regulations, 2015.	TherewasnoIndependentDirectoron the Boardof the Company.	TheofDepartmentFinancialServices(DES),MinistryofFinance(MOF),	Companyshouldcomply withSEBI(Listing Obligationsand DisclosureRequirements)Regulations,2015.
	of theRegulation18 (1)SecuritiesandExchangeBoard of India (ListingObligations and DisclosureRequirements)Regulations, 2015.	theabsenceofInIndependentDirectors,the compositionofAuditCommitteewas not incompliance withRegulation,	thebeingMinistryAdministrativelyin-chargeof thetheCompany,petentCorntoAuthorityappoint	The Companyshould continuetopursue withCompetentAuthority toappoint requisite
,	Regulation 19 (1) & (2) oftheSecuritiesandof IndiaExchangeBoardObligationsand(ListingRequirements)DisclosureRegulations, 2015.	ln the absence ofIndeperidentDirectors,the composition ofNomination andRemunerationConnmitteewas not incompliancewithRegulations.	IndependentDirectorsintermsofSectionof the149(6)(a)CompaniesAct,had been2013,requestedto	number ofIndependentDirectors intheCompany.
	Regulation 20 (2A) of theSecuritiesandExchangeBoard of India (ListingObligations and DisclosureRequirements)Regulations, 2015.	theabsenceofInIndependentDirectors,thecompositionofStakeholdersRelationship•Committeewas not InwithcomplianceRegulation.	appoint!nominateindependenton theDirectorsof theBoardCompany.Lettershavebeenwritten to
	Regulation 17 (10) &25(4)theandofSecuritiesExchangeBoardofIndiaObligationsand(ListingRequirements)DisclosureRegulations, 2015.	theabsenceofInIndependentDirectors, no separatemeeting ofIndependent Directorswas held during thefinancial year and not	andGOIappointmentsareawaited.deklaiii:0	,1 1'4,, •

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thecarriedout
performancetheofevaluation
directorsfor/by
Independent Director.

e. As informed by the management, appointment of listed entity's statutory auditor has been done by the office of the Comptroller and Auditor General of India (C&AG). Appointment letter also contains terms of appointment to the statutory auditors. Since, terms of appointment were communicated by the C&AG, compliance by listed entity with 6(A) and 6(B) of SEB1 circular number CIR/CFD/CMD1/114/2019 dated October 18, 2019 is not applicable. Accordingly, we can't certify said compliance.

For Agarwal S. & Associates, Company Secretaries, ICS1 Unique Code: P2003DE049100 Peer Review Cert. No.: 626/2019

CS Anuradha Jain Partner ACS No.: 36639 r• CP No.: 14180

Place: New Delhi Date: 21.06.2021 UDIN: A036639C000492886