Indo Count Industries Ltd — Audit Report / Information 2021

May 20, 2021

May 20, 2021

National Stock Exchange of India Ltd.	BSE Limited
Listing Department	Department of Corporate Services
Exchange Plaza,	Floor 25, Phiroze Jeejeebhoy Towers,
Bandra Kurla Complex, Bandra (East),	Dalal Street,
Mumbai – 400 051	Mumbai – 400 001
Company Symbol : ICIL	Scrip Code No. : 521016

Dear Sir/Madam,

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

With reference to the captioned subject and pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019, please find enclosed Annual Secretarial Compliance Report of Indo Count Industries Limited issued by M/s. Kothari H. & Associates, Practicing Company Secretaries, for the year ended March 31, 2021.

You are requested to kindly take note of the same.

Thanking you,

Yours faithfully, For Indo Count Industries Limited

AMRUTA NIHAR AVASARE Digitally signed by AMRUTA NIHAR AVASARE Date: 2021.05.20 17:18:45 +05'30'

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Encl.: A/a

SECRETARIAL COMPLIANCE REPORT OF INDO COUNT INDUSTRIES LIMITED FOR THE YEAR ENDED 31ST MARCH, 2021 [Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019]

To,

The Board of Directors INDO COUNT INDUSTRIES LIMITED

We Kothari H. & Associates, Practising Company Secretaries, have examined:

• (a) all the documents and records made available to us and explanation provided by Indo Count Industries 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 Review Period)
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (Buyback of Securities) Board of India and Exchange (d) Securities Regulations, 2018; (Not Applicable for the Review Period)
• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable for the Review Period)
• Securities and Exchange Board of India (Issue and Listing of Debt $(f)$ Securities) Regulations, 2008; (Not Applicable for the Review Period)

Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai - 400 001 | Tel: 022-67472129 / 49737360 Kandivali: A-1, Satya Co-Op. Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West), Mumbai-400067. Ph.: 022 - 28010908 / 28010907 | E-mail : info@khacs.com, Website : www.khacs.com

• (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not Applicable for the Review Period)
• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• (i) Any other regulations as applicable 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. No.	Compliance Requirement (Regulations/circulars/ guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
	NIL

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued there under in so far 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 taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ Remarks of the Practicing Company Secretary, if any
NIL

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

$(e)$

Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended. (The years are to be mentioned)	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
Not Applicable

For KOTHARI H. & ASSOCIATES

Place: Mumbai Date: 17/05/2021

UDIN: F006038C000335081

*We have conducted online verification & examination of records as facilitated by the company due to covid 19 and subsequent lockdown situation for the purpose of issuing this Report.