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Sadhana Nitrochem Ltd. Audit Report / Information 2021

Jun 30, 2021

64100_rns_2021-06-30_9abb2dda-3b8c-42b6-936f-966062d95c34.pdf

Audit Report / Information

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Date: 30 [th ] June, 2021
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To,

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, Mumbai - 400001

Scrip Code: 506642

Subject: Annual Secretarial Compliance Report for the Financial Year ended March 31, 2021

Reference: SEBI Circular CIR/ CFD/ CMD1/ 27/ 2019 dated February 08, 2019 and Regulation 24A of SEBI (LODR) Regulations, 2015

Dear Sir/Madam,

With reference to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 and Regulation 24A of SEBI (LODR) Regulations, 2015, please find enclosed herewith Annual Secretarial Compliance Report of Sadhana Nitro Chem Limited, duly signed by Ms. Bhavisha Jewani, Partner of M/s. MMJB & Associates LLP, Practicing Company Secretaries for the financial year ended March 31, 2021.

This is for your information and record.

For SADHANA NITRO CHEM LIMITED

Digitally signed by NITIN RAMESHCHANDRA NITIN JANI DN: c=IN, o=Personal, postalCode=400104, st=Maharashtra, 2.5.4.20=845acf573bc16165491baaf66c1f4a9d RAMESHCHA 7bcf9a20ff14a9710278e0dd635f2c1a, serialNumber=003ce4275a32f8278907db7228 0e22fc49a292317ad27b15020444760b5dc700, NDRA JANI cn=NITIN RAMESHCHANDRA JANI Date: 2021.06.30 19:03:28 +05'30'

Nitin Rameshchandra Jani Company Secretary & Compliance Officer Membership No.: A4757

Address: Plot No. 177, Room No. 16, Jawahar Nagar Road No. 2, Goregaon (West) Mumbai - 400062

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MMJB & Associates LLP Com an Secretaries p y

Ecstasy, 803/804, 8[th] Floor, City of Joy, J.S.D Road, Mulund (West), Mumbai- 400080, (T) 21678100

Annual Secretarial Compliance Report of Sadhana Nitro Chem Limited For the Financial Year ended March 31, 2021

To

The Board of Directors,

Sadhana Nitro Chem Limited

Hira Baug, 1st Floor Kasturba Chowk (C.P. Tank) Mumbai 400004.

We, M/s. MMJB & Associates LLP., Practicing Company Secretaries, have examined:

(a) all the documents and records made available to us and explanation provided by Sadhana Nitro Chem 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 financial year ended March 31, 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; (hereinafter called the “ Listing Regulations” )

  • b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

  • c) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

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

  • e) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - (Not Applicable to the Company during the Audit Period)

  • f) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

  • g) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period)

  • h) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not Applicable to the Company during the Audit Period)

  • i) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (hereinafter called the “ PIT Regulations” )

  • j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

and circulars/ guidelines issued thereunder and also SEBI Circular CIR/CFD/CMD1/114/2019 dated 18/10/2019 regarding Resignation of statutory auditors from listed entities and their material subsidiaries;

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:

Compliance Requirement
(Regulations/ circulars /
guidelines including specific
**clause) **		 Deviations Observations/ Remarks of the
Practicing Company Secretary
Regulation 17 of the listing
regulations.		 The
Company,
falling
under
top
1000
listed
entities based on market
capitalisation,
failed
to
appoint
independent
woman director w.e.f. 1st
April, 2020		 The
Board
appointed
Ms.
Ayesha Patel as an Independent
Woman
Director
w.e.f.
7th
December, 2020, before which
the composition of the Board
was not in compliance with the
Regulation from 1stApril, 2020 to
6thDecember,2020
Regulation 24A of the listing
regulations read with SEBI
circular no dated 19thMarch,
2020 and 25thJune, 2020		 The Company submitted
the
Annual
Secretarial
Compliance Report (ASCR)
in delay.		 The company has submitted the
ASCR on 7thAugust, 2020, which
is beyond the prescribed time
limit of SEBI Regulation and
Covid 19 pandemic circular.
Regulation
30
read
with
Schedule
III
of
Listing
Regulation		 Delay in submission of
outcome of Board Meeting
to Stock Exchange		 The Company has submitted the
outcome beyond the mandated
period of 30 minutes from
conclusion of Board Meeting.
Regulation 31 of the listing
regulations.		 Shareholding pattern was
filed by the Company later
than the stipulated time
under
the
listing
regulations.		 The shareholding pattern for
quarter ended June, 2020 was
filed on 22ndJuly, 2020, beyond
the prescribed time limit of SEBI
Regulation.
Regulation 47 of the listing
regulations.		 The Company has not
given reference of link of
the
website
in
the
newspaper.		 The Company has not given the
reference of the link of the
website
in
the
newspaper
publication where further details
are available.
As per PIT Regulations, the
Board of Directors or head of the
organisation of every person
require to handle unpublished
price sensitive information shall
ensure that a structured digital
database
is
maintained
containing the names of such
persons or entities as the case
may be with whom information
is shared under this regulation
along
with
the
Permanent
Account
Number.
Such
database
shall
not
be
outsourced
and
shall
be
maintained internally.		 The structural digital data
base
is
not
updated
completely.		 The company has maintained the
structured digital database and it
is in the process of updating the
same.
As
per
SEBI
Circular
SEBI/HO/ISD/ISD/CIR/P/20
20/135 dated 23rdJuly, 2020 in
terms of clause 13 of Schedule B
read with Regulation 9 of the
PIT
Regulations,
the
listed
companies
shall
promptly
inform the Stock Exchange(s)
where the concerned securities
are traded, regarding violations
relating to Code of Conduct
under PIT Regulations in such
form and manner as may be
specified by the Board from
time to time.		 Non
-
Reporting
of
violation related to Code of
Conduct
to
Stock
Exchanges.		 In
one
instance
Designated
Employees of the Company has
deviated the Code of Conduct
w.r.t. trading during window
closure, and the Company is in
process of reporting the same to
Stock Exchange(s)
As
per
the
SEBI
Circular
SEBI/HO/ISD/ISD/CIR/P/20
20/168 dated 9thSeptember,
2020, the listed entity shall
update the any change in the
designated person(s) with the
designated depository on the
same day.		 Non – Reporting of change
to designated depository.		 In one instance, the Company
has
not
intimated
to
the
designated depository about the
cessation
of
the
designated
person.

(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 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. Actio Details of Details of action Observation Observation
N n violation taken E.g. fines, s/
o taken warning letter, remarks of
by debarment, etc the
Practicing
Company
Secretary, if
any.
1 BSE Limited Non- BSE has levied a fine of Rs. 9,38,100/- -
compliance to the Company as per SEBI circular
with
the		 no.
requirement SEBI/HO/CFD/CMD/CIR/P/2020/
s pertaining 12 dated 22ndJanuary, 2020
to
Regulation Further, the Company has applied for
17 of Listing the waiver and BSE by mail dated 25th
Regulation June, 2021 has waived off the fine of
w.r.t. Rs. 5,42,800/-
appointmen
t
of
independen
t woman
director
(d) The listed entity has taken the following actions to comply with the observations made in
previous reports:
Sr. Observations of the Observations made Actions taken Comments of
No Practicing Company in the secretarial by the listed the Practicing
. Secretary in the previous compliance report entity, if any Company
reports Secretary on
the actions
taken by the
listed entity
1 As per SEBI (Prohibition of With effect from 1st The Company -
Insider Trading) April,
2019		 the has maintained
Regulations,
2015,
The		 Company is required SDD and is in
board of directors shall to
maintain		 the process of
ensure that a structured structured
digital		 updating the
digital database
is		 database in same
maintained containing the accordance with the completely.
names of such persons or regulation.
entities as the case may be
with whom information is However, the same
shared under this regulation is not inplace during
along with the Permanent
Account Number.		 the
year
under
review.
2 As
per
SEBI
Circular
SEBI/HO/ISD/ISD/CIR/P
/2019/82 dated 19thJuly,
2019,
and in
terms
of
Regulation 9(1) and 9(2) of
PIT ((Prohibition of Insider
Trading) Regulations, 2015
the Board of Directors of
every listed company and
the Board of Director or
head(s) of the organization
of every intermediary and
fiduciary are required to
formulate
a
Code
of
Conduct
for
designated
persons
and
their
immediate
relative
and
monitor its compliance and
promptly inform SEBI about
any violation of the Code of
Conduct in accordance with
Clause 13 of Schedule B		 In
two
instances
Designated
Employees
of
the
Company has done
Contra Trade and
Trading
under
Window
Closure
period, which is a
violation of Code of
Conduct.
The Company is in
process of reporting
the
same
to
Securities
and
Exchange Board of
India
/
Stock
Exchange		 The
Company
has
taken
serious steps to
avoid
any
violation to the
Code
of
Conduct under
the
SEBI
Regulations		 -
3 Regulation 27(2) of SEBI
Listing Regulations “The
listed entity shall submit a
quarterly compliance report
on corporate governance in
the format as specified by
the Board from time to time
to the recognised stock
exchange(s) within fifteen
days from close of the
quarter		 The Company has
not
submitted
quarterly
compliance report on
corporate
governance to the
recognised
stock
exchange(s)
within
fifteen
days
for
quarter ended 31st
March, 2019 and 30th
June,2019		 The causes of
delay have been
identified
and
complied and
suitable steps
have been taken
to avoid such
delay.		 -

For MMJB & Associates LLP Company Secretaries

BHAVIS Digitally signed by BHAVISHA HA RAVI RAVI JEWANI Date: 2021.06.30 JEWANI 22:11:33 +05'30'

Bhavisha Jewani Designated Partner FCS No. 8503 CP. No. 9346 UDIN: F008503C000556644 Peer Review No .: L2020MH006700 Place: Mumbai Date: 30[th] June, 2021

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