SER Industries Ltd — Audit Report / Information 2024

Aug 2, 2024

V H & CO.,

Company Secretaries

No. 2243, Vishishta Arcade, 4[th] Floor, 23[rd] Cross Road, Banashankari II Stage, Bengaluru – 560070, Karnataka, India

==> picture [33 x 29] intentionally omitted <==

Mob: +91 95911 04511 e-Mail: csvivekhegde@gmail.com

SECRETARIAL COMPLIANCE REPORT OF SER INDUSTRIES LIMITED

For the Financial Year Ended 31[st] March 2024

To,

The Members

SER INDUSTRIES LIMITED (CIN: L60231KA1963PLC004604)

Address : Chikkakuntanahalli Village, Bidadi Hobli, Ramnagaram Taluk, Bengaluru -562109, Karnataka

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by SER INDUSTRIES LIMITED (hereinafter referred as ‘the listed entity’), having its Registered Office at Chikkakuntanahalli Village, Bidadi Hobli, Ramnagaram Taluk, Bengaluru -562109. Secretarial Review was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide our observations thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period covering the financial year ended on 31[st] March, 2024 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

We have examined:

• a) All the documents and records made available to us and explanation provided by SER INDUSTRIES LIMITED (CIN: L60231KA1963PLC004604) (“the listed entity”),

• b) The fillings/ submissions made by the listed entity to the stock exchanges,

• c) Website of the listed entity,

V H & CO., Company Secretaries

==> picture [32 x 28] intentionally omitted <==

• d) any other document/ filing, as may be relevant, which has been relied upon to make this report,

For the financial year ended 31[st] March, 2024 (“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 Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; ( Not applicable to the listed entity for the Review Period)

• c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the listed entity for the Review Period)

• d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the listed entity for the Review Period)

• e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the listed entity for the Review Period)

• f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the listed entity for the Review Period)

• g)

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

• h) Any other regulation as applicable: During the period under review, based on the explanations and representations made by the Management, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, the business activities of the listed entity has receded as compared to the previous financial year. Hence, no other major laws and regulations were applicable to the company.

V H & CO., Company Secretaries

==> picture [32 x 28] intentionally omitted <==

Based on the above examination, we hereby report that, during the Review Period:

I.

a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matter specified below: -

Sr. No .	Compliance Requirement (Regulations/ circulars/guideline s including specific clause)	Regulation / Circular No.	Deviations	Action Taken By	Type of Action	Details of Violation	Fine Amount	Observations / Remarks of the Practicing Company Secretary (PCS)	Managemen t Response	Remark s
1.	SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015	Regulation 30	The listed entity is yet to intimate to the stock exchange on the contact details of KMP’s as prescribed in regulation.	Managemen t	Advisor y	Violated Regulation 30 of SEBI (LODR) Regulations, 2015.	Not Applicabl e	The non- compliance has been pointed out to the listed entity and an advice is hereby given to take necessary corrective measures.	The Management assured that it will take necessary steps to comply the observations made by PCS.	NIL
2.	Bombay Stock Exchange (BSE) website voting results	Not Applicable	1. The Voting results for the Annual	Managemen t	Advisor y	Violated BSE website disclosure requirement	Not Applicabl e	The non- compliance has been pointed out to	The Management assured that the voting	NIL

V H & CO.,

==> picture [32 x 28] intentionally omitted <==

Company Secretaries

			General Meeting held on 27th August, 2020 is not disclosed in the website of BSE 2. The Voting results for the Board meeting held on 13th May, 2021 is not disclosed on the BSE website			s		the listed entity and they have been hereby advised to take necessary corrective measures.	results of AGM held on 27th August 2020 and Board meeting held on 13th May, _2021_will be updated in the BSE website at the earliest.
3.	Bombay Stock Exchange (BSE) Corporate information	Not Applicable	1. Statutory auditors and secretarial auditors details shall have to be disclosed. 2. The	Managemen t	Advisor y	Violated BSE website disclosure requirement s	Not Applicabl e	The listed entity has been hereby advised to take necessary corrective measures.	The Management is in process of updating the details of statutory auditors and secretarial auditors and also the composition	NIL

V H & CO.,

==> picture [32 x 28] intentionally omitted <==

Company Secretaries

			compositio n of the committees is not updated on the listed entity’s website and on the BSE Website						of the committees in the BSE website as well in Company’s wbsite.
	Note: An exemption is gran Regulation 15(2). The compliance with clauses (b) to (i) of su Listed Company whic i. Paid Up Share Cap ii. Net worth <25 Cror The company is eligib made in this report w	ted under Chapter IV of SEBI(LODR) Regulations 2015- the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and b-regulation (2) of regulation 46 and para C , D and E of Schedule V_shall not apply_, in respect of- h has: ital <10 Crores; and es. le for the above exemption under the SEBI (LODR) Regulations, 2015. Hence, no observations or remarks have been ith respect to the above mentioned exempted regulations.

Note:

An exemption is granted under Chapter IV of SEBI(LODR) Regulations 2015- Regulation 15(2).

The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply , in respect of-

Listed Company which has:

i. Paid Up Share Capital <10 Crores; and ii. Net worth <25 Crores.

The company is eligible for the above exemption under the SEBI (LODR) Regulations, 2015. Hence, no observations or remarks have been made in this report with respect to the above mentioned exempted regulations.

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

Sr. No.	Observations/ Remarks Of the Practicing Company	Observations made in the secretarial compliance	Compliance Requirement (Regulations/ circulars/ guidelines including	Details of violation / deviations and actions	Remedial actions, if any, taken by the listed	Comments of the PCS on the actions taken by

V H & CO.,

==> picture [32 x 28] intentionally omitted <==

Company Secretaries

	Secretary in the previous reports) (PCS)	report for the year ended ….. (the years are to be mentioned)	specific clause)	taken / penalty imposed, if any, on the listed entity	entity	the listed entity
1.	The listed entity is yet to intimate to the stock exchange on the contact details of KMP’s as prescribed in regulation.	31stMarch 2023 and 31stMarch 2022	Regulation 30 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015	Violated Regulation 30 of SEBI (LODR) Regulations, 2015.	No Action taken till date	The Management assured that it will take necessary steps to comply the observations made by PCS.
2.	The Voting results for the Annual General Meeting held on 27th August, 2020 is not disclosed in the website of BSE	31stMarch 2023 and 31stMarch 2022	Not Applicable	Violated BSE website disclosure requirements	No Action taken till date	The Management assured that the voting results of AGM held on 27th August 2020 will be updated in the BSE website at the earliest.
3.	1. Name of all Board of directors along with their designation shall have to be disclosed. 2. Statutory	31stMarch 2023 and 31stMarch 2022	Not Applicable	Violated BSE and Companies Act, 2013 website disclosure requirements	The Company has updated the details of_Board of_ directors along with their designation. However, the Company isyet to	The Management is in process of updating the details of statutory auditors and secretarial auditors and also the composition of the committees in

Company Secretaries

V H & CO.,

==> picture [32 x 28] intentionally omitted <==

	auditors and secretarial auditors details shall have to be disclosed. 3. The composition of the committees is not updated on the listed entity’s website and on the BSE Website				update the Statutory auditors and secretarial auditors details and also details of composition of the committees	the BSE and Company’s website.

We hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Sr. No.	Particulars	Compliance Status (Yes/No/ NA)	Observations/ Remarks by PCS*
1.	Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India(ICSI).	Yes	NIL
2.	Adoption and timely updation of the Policies: • All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities. • All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations/circulars/guidelines issued bySEBI.	Yes	NIL

V H & CO.,

==> picture [32 x 28] intentionally omitted <==

Company Secretaries

3.	Maintenance and disclosures on Website: • The Listed entity is maintaining a functional website. • Timely dissemination of the documents/information under a separate section on the website. • Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re- directs to the relevant document(s)/ section of the website.	Yes	NIL
4.	Disqualification of Director: None of the Director(s) of the Company is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	Yes	Mr. Jayant Dolatraj Mitra (DIN: 00801211), who is the independent director in the listed entity as at the end of the financial year under consideration, is a director of several other companies which has not filed its Annual Returns and the financial statement from the past several years. However, as per the MCA portal, his DIN status is being shown as “Approved”. Hence, we shall not comment on the disqualification aspect as per Sec 164 (2) (a) of the Companies Act,2013.
5.	Details related to Subsidiaries of listed entities have been examined w.r.t.: a. Identification of material subsidiary companies b. Disclosure requirement of material as well as other subsidiaries	No	NIL
6.	Preservation of Documents:	Yes	NIL

V H & CO.,

Company Secretaries

==> picture [32 x 28] intentionally omitted <==

		The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.
7.		Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations.	Yes	NIL
8.		Related Party Transactions: a. The listed entity has obtained prior approval of Audit Committee for all related party transactions; or b. In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the audit committee.	NA	NIL
9.		Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	No	The Company is yet to intimate to the stock exchange on the contact details of KMP’s as prescribed in regulation 30 of SEBI LODR Regulations,2015.
10.		Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	Yes	NIL
11.		Actions taken by SEBI or Stock Exchange(s), if any: ~~No action(s) has been taken against the listed entity/ its promoters/ directors/~~ ~~subsidiaries either by SEBI or by Stock Exchanges (including under the Standard~~ ~~Operating Procedures issued by SEBI through various circulars) under SEBI~~ ~~Regulations and circulars/ guidelines issued thereunder (or)~~ The actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specified in the last column.	Yes	The listed entity has been suspended on the Bombay Stock Exchange due to Penal Reasons for non-compliance of certain provisions of SEBI (LODR) Regulations, 2015.

Company Secretaries

V H & CO.,

==> picture [32 x 28] intentionally omitted <==

12.	Resignation of statutory auditors from the listed entity or its material subsidiaries: In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities.	No	NIL
13.	Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation/circular/guidance note etc. except as reported above.	NA	NIL

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For V H & CO.,

Date: 30.05.2024 Place: Bengaluru

Company Secretaries

Digitally signed by Vivek Fanipati Vivek Fanipati Hegde Hegde Date: 2024.05.30 20:10:46 +05'30' CS. Vivek Fanipati Hegde FCS: 10611, CP: 20470 PR: 3389/2023 UDIN: F010611F000504161