Indian Infotech And Software Ltd. — Audit Report / Information 2021

Jun 30, 2021

www.indianinfotechandsoftwareltd.com

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CIN-L70100MH1982PLC027198

Date: 30[th ] June, 2021

To, The Department of Corporate Services, BSE LimitedPhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code – 509051

Sub: Annual Secretarial Compliance Report for the year ended 31st March 2021.

Dear Sir(s),

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, we are submitting here with the Annual Secretarial Compliance Report for the year ended 315 March, 2021.

Please take the same on your record and acknowledge the receipt of the same.

Thanking You, Yours Faithfully,

For Indian Infotech & Software Limited

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Shyama Charan Kumar Managing Director DIN: 00494297

~~Chamber No 3 & 4, 7th Floor, Skyline Icon, Andheri Kurla Road, Chimatpada, Marol, Andheri E~~ Mumbai 400059 Email ID: indianinfotechsoftware@yahoo.com;

BRAJESH GUPTA & Co. COMPANY SECRETARY IN PRACTICE

Add: I-74, LIG COLONY, INDORE (M.P.)-452007 Ph. No. +917566666512, email-id: brajesh.cs19@gmail.com

SECRETARIAL COMPLIANCE REPORT OF INDIAN INFOTECH AND SOFTWARE LIMITED

For the year ended on 31[st] March, 2021 (Under Regulation 24A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

INDIAN INFOTECH AND SOFTWARE LIMITED

Chamber No 3[rd] & 4[th] , 7[th] Floor, Skyline Icon, Andheri Kurla Road, Chimatpada, Marol, Andheri E Mumbai City MH 400059 IN

I Brajesh Gupta & Co., Practicing Company Secretaries have examined:

• (a) all the documents and records made available to us and explanation provided by M/s. Indian Infotech and Software 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 documents/ filings, which were relevant, and relied upon to make this certification and issue this report,

For the year ended 31st 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:-

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

• ii) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable for the year under review)

• iii) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• iv) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable for the year under review); (not applicable for the year under review)

• v) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (not applicable for the year under review). (not applicable for the year under review)

• vi) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable for the year under review); (not applicable for the year under review)

• vii) Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2013; (not applicable for the year under review);

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

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ix) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; x) Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018;

And based on the above examination and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the Covid-19 pandemic, 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 . Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Sr. No . Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations Observations/ Remarks of the Practicing Company Secretary	Deviations Observations/ Remarks of the Practicing Company Secretary
	1	Regulation 46 of SEBI (LODR) Regulation 2015	Website of the Company Website of the Company is not functional
	2	Regulation 6 of SEBI (LODR) Regulation 2015	Appointment of Company Secretary as Compliance officer The Company has not appointed Company Secretary cum Compliance officer as per regulation 6 of SEBI (LODR) Regulation 2015. The BSE Ltd. (Stock Exchange) has levied the fine & Penalties as per SOP circular for the delay submissions of Compliances. The Company has informed that clarification and waiver application has been submitted to BSE Ltd. the facts of current situation of Country and specially Mumbai where the situation was very difficult due to Covid-19, and requested for waiver of penalty, BSE Ltd. reply is awaited.
	3	Regulation 31 of SEBI (LODR) Regulation 2015	11 days Delayed Submission of Shareholding Pattern for June 2020 Quarter The BSE Ltd. (Stock Exchange) has levied the fine & Penalties as per SOP circular for the delay submissions of Compliances. The Company has informed that clarification and waiver application has been submitted to BSE Ltd. the facts of current situation of Country and specially Mumbai where the situation was very difficult due to Covid-19, and requested for waiver of penalty. The Companies management informed that the reply of the Stock Exchange is awaited for reply clarification and waiver application submitted by the Company, BSE Ltd. reply is awaited.
	4	Quarterly Compliances for the Quarter ended September 2020 under Reg. 23 (9) of SEBI (LODR) Regulation, 2015, Disclosure of Related Party Transaction.	Delay – Submission 177 Days for Half Year Ended on 30.09.2020	The Company has delayed filing of Disclosure of Regulation 23(9) of SEBI LODR Regulations 2015 for the half year ended on 30.09.2020. The Company has informed that clarification and waiver application has been submitted to BSE Ltd. the facts of current situation of Country and specially Mumbai where the situation was very difficult due to Covid-19, and requested for waiver of penalty. The Companies management informed that the reply of the Stock Exchange is awaited for reply clarification and waiver application submitted by the Company, BSE Ltd. reply is awaited.

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5	Compliances for the Quarter ended June 2020 & March 2021 under Reg. 17 (1) of SEBI (LODR) Regulation, 2015, appointment of Women Director on the Board.	For The Quarter Ended on June 2020 & March 2021 Under the review and as per the verification of report, forms and board composition of the company, the company has complied the requirements stated under regulation 17(10 of SEBI LODR Regulation 2015 regarding Appointment of Women Director on the Board of the Company. The Company has informed that Ms. Aksha Bihani has appointed as Independent Director (Women Director) on the board of the company w.e.f. 19thMarch 2019. The Company informed that the reply and clarification has been submitted with the BSE Ltd. about this and ask to waive the penalties levied wrongly, reply of BSE Ltd. is awaited.	For The Quarter Ended on June 2020 & March 2021 Under the review and as per the verification of report, forms and board composition of the company, the company has complied the requirements stated under regulation 17(10 of SEBI LODR Regulation 2015 regarding Appointment of Women Director on the Board of the Company. The Company has informed that Ms. Aksha Bihani has appointed as Independent Director (Women Director) on the board of the company w.e.f. 19thMarch 2019. The Company informed that the reply and clarification has been submitted with the BSE Ltd. about this and ask to waive the penalties levied wrongly, reply of BSE Ltd. is awaited.
6	Compliances for the Quarter ended September 2020 & December 2020 under Reg. 18 (1) of SEBI (LODR) Regulation, 2015, Composition of Audit Committee.	For The Quarter Ended on September 2020 & December 2020 Under the review and as per the verification of report, forms and board composition of the company, the company has complied the requirements stated under regulation 18(1) regarding composition of Audit Committee for entire F.Y. 2020- 21. The Company has informed that there is two Independent Directors and one Non-executive-Non independent Director is member of the Audit Committee and chairman of the committee is Independent Director. The Company informed that the reply and clarification has been submitted with the BSE Ltd. about this and ask to waive the penalties levied wrongly, reply of BSE Ltd. is awaited.
7	Compliances for the Quarter ended December 2020 under Reg. 19 (1) of SEBI (LODR) Regulation, 2015, Composition of Nomination & Remuneration Committee.	For The Quarter Ended on December 2020	Under the review and as per the verification of report, forms and board composition of the company, the company has complied the requirements stated under regulation 19(1) regarding composition of Nomination & Remuneration Committee for entire F.Y. 2020-21. The Company has informed that there is two Independent Directors and one Non-executive-Non independent Director is member of Nomination & Remuneration Committee and chairman of the committee is Independent Director. The Company informed that the reply and clarification has been submitted with the BSE Ltd. about this and ask to waive the penalties levied wrongly, reply of BSE Ltd. is awaited.

• (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 SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. Acti Details of Non Details of action taken E.g. fines, Observations/ remarks of the No. on Compliance/Violations warning letter, debarment, etc. Practicing Company Secretary, if take any. n by

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	1	SEBI & BSE Ltd.	The company was under the list of shell companies, list issue by BSE Ltd in the Year 2017, and the violations are stated in the order/notice of Stock Exchange.	As per the final order passed by SEBI in this matter the following action has been taken against the Company and its Directors: Indian Infotech and Software Limited, and its previous directors named as Kamal Nayan Sharma, Mukund Bhardwaj are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities including units of mutual funds, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of 1 year from the date of this order. During the period of restraint, the existing holding of securities including units of mutual funds of these person shall also remain frozen.	The Company has received Show Cause notice from SEBI and submitted its reply and attend hearing for the same. Further the SEBI has passed Interim order and made order for forensic auditor. Thereafter SEBI has passed final order on dated 12/11/2020. The company has informed to us that the matter was old.
	2	BSE	Non Compliance of various regulation of SEBI(LODR) Regulation 2015 as stated in above Table of point no.a.	The Exchange has send various penalty Notice to the Company Under regulation 6(1), 31, 17(1), 18(1), 19(1) & 23(9) of SEBI (LODR) regulations 2015	The Company has informed that clarification and waiver application has been submitted to BSE Ltd. stating facts of current situation of Country and specially Mumbai where the situation was very difficult due to Covid-19, and requested for waiver of penalty. The Companies management informed that the reply of the Stock Exchange is awaited for reply clarification and waiver application submitted by the Company.

(d) The Listed Entity has taken following Actions to comply the Observations made in Previous Reports: Not Applicable

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For: Brajesh Gupta & Co. Practicing Company Secretary

Place: Indore Date: 30.06.2021

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Brajesh Gupta, Proprietor Mem. No. ACS- 33070 C P No.: 21306 UDIN- A033070C000559783

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