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Josts Engineering Co. Ltd. — Regulatory Filings 2021
Jun 29, 2021
63766_rns_2021-06-29_0ced642e-b134-4148-b080-d3f65b22ded5.pdf
Regulatory Filings
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To, The Secretary,
29[th] June, 2021
BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 June 12, 2020
Dear Sir,
Scrip Code- 505750 Sub: Annual Secretarial Compliance Report for the Financial Year ended March 31, 2021 Ref: SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019.
In compliance with the aforementioned SEBI Circular, please find attached the Annual Secretarial Compliance Report for the Financial Year ended March 31, 2021, issued by M/s Sandeep Dar & Company.
Please take the above disclosure on record.
Thanking you,
Yours Faithfully,
For J ost’s Engineering Company Limited
Qamar Ali (Secretarial Department)
Encl: As above
SANDEEP DAR B.Com. LL.B., F.C.S. Mob: 9322262265 COMPANY SECRETARIES ● INSOLVENCY PROFESSIONAL 9137318572
Mob: 9322262265
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SECRETARIAL COMPLIANCE REPORT OF JOST’S ENGINEERING COMPANY LIMITED FOR THE YEAR ENDED MARCH 31, 2021
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I, Sandeep Dar, Practicing Company Secretary have examined:
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(a) all the documents and records made available to us and explanation provided by Jost’s Engineering Company Limited (“the listed entity”),
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(b) the filings/ submissions made by the listed entity to the stock exchanges,
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(c) website of the listed entity,
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(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,
for the year ended April 1, 2020 to March 31, 2021 (“Review Period”) in respect of compliance with the provisions of :
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(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
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(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:-
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(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
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(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
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(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
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(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
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(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
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(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
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(g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013;
SANDEEP DAR & CO.COMPANY SECRETARIES | INSOLVENCY PROFESSIONAL |TRADE MARK AGENT 208, Plot no. 1A, Jalaram Market, Sector 19, Vashi, Navi Mumbai - 400705.Landline: 27830668 / 27840264 Email ID: [email protected] | [email protected]| Website: www.sandeepdar.com
(h) 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:
(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 |
|---|---|---|---|
| 1. | Pursuant to Regulation 6 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015 |
Company has not appointed the qualified Company Secretary as the Compliance Officer for the period 01.03.2020 to 22.11.2020 |
1. Company has paid a fine of Rs. 35400/- due to the Non- Compliance of Regulation 6 (1) of SEBI (LODR) during quarter ended September 2020. 2. Company was levied a fine of Rs. 62000/- due to the Non-Compliance of Regulation 6(1) during quarter ended December 2020. However, Company has made representation to Stock Exchange that due to nationwide lockdown due to COVID-19 pandemic since March 2020 Company was unable to find suitable candidate and have requested for Waiver of the fine and Hence, Fine is not paid. However, A Company Secretary and Compliance officer was appointed w.e.f. 23rdNovember,2020. |
| 2. | Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements )Regulations,2015 |
Company has not submitted the Annual report within the period prescribed under this regulation. |
There was a delay of 3 days in submission of Annual Report to BSE for which a fine of Rs. 7080/- was paid to Stock Exchange. |
| 3. | Pursuant to Circular | Companyhas notplaced | As informed bythe |
SANDEEP DAR & CO.COMPANY SECRETARIES | INSOLVENCY PROFESSIONAL |TRADE MARK AGENT 208, Plot no. 1A, Jalaram Market, Sector 19, Vashi, Navi Mumbai - 400705.Landline: 27830668 / 27840264 Email ID: [email protected] | [email protected]| Website: www.sandeepdar.com
| SEBI/HO/CFD/CMD/CIR/ P/2020/12 dated January 22, 2020. |
before the Board the fines Levied by the stock exchange. |
management, The said fines have been reflected in Company’s accounts as approved by board of directors in its meeting held on 6thMay 2021. However, Management has informed the matter relating to levy of fine will be tabled in the ensuing board meeting. |
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(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 my/our examination of those records.
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(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. |
|---|---|---|---|---|
| 1 | Stock Exchange |
Company has not appointed the qualified Company Secretary as the Compliance Officer for the period 1.04.2020 to 22.11.2020 |
Fine | Company has paid a fine of Rs. 35400/- due to the Non- Compliance of Regulation 6 (1) of SEBI (LODR) during quarter ended September 2020. Company was levied a fine of Rs. 62000/- due to the Non-Compliance of Regulation 6(1) during quarter ended December 2020. However, Company has made representation to Stock Exchange that due to nationwide lockdown |
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SANDEEP DAR & CO.COMPANY SECRETARIES | INSOLVENCY PROFESSIONAL |TRADE MARK AGENT 208, Plot no. 1A, Jalaram Market, Sector 19, Vashi, Navi Mumbai - 400705.Landline: 27830668 / 27840264 Email ID: [email protected] | [email protected]| Website: www.sandeepdar.com
| due to COVID-19 pandemic since March-20 company was unable to find suitable candidate and have requested for Waiver of the fine and Hence, Fine is not paid. However, A Company Secretary and Compliance officer was appointed w.e.f. 23rdNovember,2020. |
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|---|---|---|---|---|
| 2 | Stock Exchange |
Company has not submitted the Annual report within the period prescribed under this regulation. |
Fine | There was a delay of 3 days in submission of Annual report on BSE. Fine of Rs. 7080/- was paid to Stock exchange. |
(d) The listed entity has taken the following actions to comply with the observations made in previous reports:
| Sr. No. |
Observations of the Practicing Company Secretary in the previous reports |
Observations made in the secretarial compliance report for the year ended 31/03/2020 |
Comments of the Practicing Company Secretary on the actions taken by the listed entity |
|---|---|---|---|
| 1 | Company has not appointed the qualified Company Secretary as the Compliance Officer for the period from 1.03.2020 to 31.03.2020 |
Company had Six Months to appoint Qualified Company Secretary/ Compliance Officer for Compliance under Regulation 6 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 after resignation of Previous Company Secretary. The Management has informed because of nationwide lockdown due to COVID-19 pandemic, the company was unable to fill upthe |
The Company has appointed a Company Secretary and a Compliance officer w.e.f. 23rdNovember, 2020 and has complied with the Provisions of regulation 6(1) of SEBI (LODR). |
SANDEEP DAR & CO.COMPANY SECRETARIES | INSOLVENCY PROFESSIONAL |TRADE MARK AGENT 208, Plot no. 1A, Jalaram Market, Sector 19, Vashi, Navi Mumbai - 400705.Landline: 27830668 / 27840264 Email ID: [email protected] | [email protected]| Website: www.sandeepdar.com
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| said vacancy. However, on lifting of the nationwide lockdown, the company will put in its best efforts to fill in the vacancy by appointing a suitable candidate, as early as possible. |
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| 2 | The Company has not conducted the familiarisation programme of Independent Directors as required under Regulation 25 (7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
The Management has informed that the Familiarisation programme to be imparted to the Independent Directors pursuant to regulation 25(7) of SEBI (LODR) was to be conducted in a phrased manner and on need basis during the month of February/March, 2020. However, the company was unable to impart familiarisation programme due to nationwide lock down due to COVID-19 pandemic. On lifting of the Lockdown, the company will conduct Familiarisation programme for the Independent Directors in aphrased manner. |
As informed by the Management, the Company has conducted Familiarization programme of Independent Directors as required under Regulation 25(7) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on following dates: 1. 15/06/2020 2. 11/08/2020 3. 10/11/2020 4. 29/01/2021 |
DAR SANDEEP BHUPENDRANATH Digitally signed by DAR SANDEEP BHUPENDRANATH DN: c=IN, st=Maharashtra, 2.5.4.20=6966820c7a26583df7f02150df37dbf63cfb0764b9c8bdbec06c05d58e038d59, postalCode=400703, street=306,ANAND SAGAR, SECTOR-17,VASHI, serialNumber=504a40fd55e5800be496db111f598eed6d10072c92307813fd5b5510b69a6f83, o=Personal, cn=DAR SANDEEP BHUPENDRANATH, pseudonym=0b7b880784ba2334ee173ad7591ca716 Date: 2021.06.29 15:32:35 +05'30'
Sandeep Dar FCS No.: 3159 C P No.: 1571 UDIN:F003159C000535614
Date: 29[th] June, 2021
Place : Navi Mumbai
SANDEEP DAR & CO.COMPANY SECRETARIES | INSOLVENCY PROFESSIONAL |TRADE MARK AGENT 208, Plot no. 1A, Jalaram Market, Sector 19, Vashi, Navi Mumbai - 400705.Landline: 27830668 / 27840264 Email ID: [email protected] | [email protected]| Website: www.sandeepdar.com
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