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Visagar Polytex Ltd Audit Report / Information 2019

May 30, 2019

63430_rns_2019-05-30_abe7de62-c5e1-4876-a3a0-f34cd05fabe3.pdf

Audit Report / Information

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Date: 30th May, 2019

..

~ VBSE Limited Corporate Communication Department, Dalal Street, Fort Mumbai - 400001 BSE Scrip ID - VIVIDHA BSEScripCode-506146

The National Stock Exchange of India Limited Exchange Plaza, Plot.No. C/1, G Block, Bqndra Kurla Complex, Bandra (E), Mumbai - 400 051 ISIN Code- INE370E01029

Sub: Compliance under Regulation 24(A) of the Securities and Exchange Board of · India (Listing Obligations and Disclosure Requirements) Regulations. 2015

In terms of Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Secretarial Compliance Report duly issued by Ms. Pooja Jain, Practising Company Secretary, for the financial year ended 31st March, 2019.

Please take the same on record and oblige.

Thanking you,

VISA GAR POL YTEX LIMITED

Regd. Off.: 907/908, Dev Plaza, S. V. Road, Andheri (W), Mumbai-400 058. Tel.: (022) 6742 4815 Email: [email protected] Website: www.visagarpolytex.in CIN: L655990MH1983PLC030215

Secretarial compliance report of Visagar Polytex Limited for the year ended March 31, 2019

I, Pooja Jain, Practicing Company Secretary, have examined:

  • (a) all the documents and records made available to us and explanation provided Visagar Polytex 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 March 31, 2019 ("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;
  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • (d)Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; not applicable to the Company during the review period
  • (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; not applicable to the Company during the review period
  • (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; not applicable to the Company during the review period

  • (g)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 review period

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

  • (i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;
  • (j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

and circulars/ guidelines issued thereunder;

and based on the above examination, I/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 Deviations Observations/
Requirement
(Regulations/
circulars / guidelines		 Remarks of the
Practicing Company
Secretary
including specific
clause)
1. Regulation18(1)-
Audit
Committee		 Non-compliance with the
requirement
of
the
Constitution
of
the
Committee i.e. during the
period from 14.11.2018 to
24.01.2019 the Committee
consisted of 2 Executive
Directors & 1 Independent
Director
as
member
instead
of
2/3rd
of
Independent Director.		 The Company received
notice
from
the
Stock
Exchanges (BSE & NSE)
for
the
same
wherein
penalty of Rs.2,26,560
/-
(Rs. 1,13,280
by BSE &
NSE
each)
was
levied
and the same was paid
by the Company.
Further,
the
Company
complied
with
the
regulation by appointing
a
new
Independent
Director on the Board
(Ms.
Babita
Joshi)
on
28.12.2018
and
made
her the member of the
Committee
on
24.01.2019.
In addition to the above
the
Company
is
communicating with BSE
and NSE as there is no
default
as
per
the
Regulation 25(6) of SEBI
(LODR)
Regulations,
2015
which says that on
the event of resignation
of
any
Independent
Director
a
new
Independent
Director
shall be appointed not
later than the immediate
next
meeting
of
the
board
of
directors
or
three months from the
date
of
such
vacancy,
whichever is later.
(Note: The company was
not
in
default
as
per
Section
149
of
the
Companies
Act,
2013
read
with
Rule
4
of
Companies
(Appointment
of
Directors) Rules 2014)
2.
Regulation		 Non-compliance with the
The Company received
19(1)/19(2)-
requirement of the		 notice
from
the
Stock
Nomination and
Constitution of the		 Exchanges (BSE & NSE)
Remuneration
Committee		 Committee i.e. during the
for
the
same
wherein
period from 14.11.2018 to
penalty of Rs.2,26,560 /-
04.02.2019 the Committee
(Rs. 1,13,280 by BSE &
consisted of 2 Executive
NSE
each)
was
levied
Directors out of 3 instead
and the same was paid
of all Non-Executive
by the Company.
Directors as per the
Regulation. Further,
the
Company
complied
with
the
regulation by appointing
2 Independent Directors
on the Board (Ms. Babita
Joshi
&
Ms.
Sheela
Sawdekar)
and
made
them the members on
24.01.2019
&
04.02.2019 respectively.
In addition to the above
the
Company
is
communicating
with BSE
and NSE as there is no
default
as
per
the
Regulation 25(6) of SEBI
(LODR)
Regulations,
2015
which says that on
the event of resignation
of
any
Independent
Director
a
new
Independent
Director
shall be appointed not
later than the immediate
next
meeting
of
the
board
of
directors
or
three months from the
date
of
such
vacancy,
whichever is later.
(Note: The company was
not
in
default
as
per
Section
149
of
the
Companies
Act,
2013
read
with
Rule
4
of
Companies
(Appointment
of
Directors) Rules 2014)
  • (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.
  • (c) As informed and information provided to us, 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. BSE & NSE Regulation18(1)-
Audit Committee		 The Company received a
notice from BSE
and NSE
for Non-compliance with
the
requirement
of
the
Constitution
of
the
Committee i.e. during the
period from 14.11.2018 to
24.01.2019 the Committee
consisted of 2 Executive
Directors & 1 Independent
Director
as
member
instead
of
2/3rd
of
Independent Director and
charged
penalty
of
Rs.2,26,560
/-
(Rs.
1,13,280 by BSE & NSE
each)		 The
Company
received
notice
from
the
Stock
Exchanges (BSE & NSE) for
the same wherein penalty
of
Rs.2,26,560
/-
(Rs.
1,13,280
by
BSE
&
NSE
each)
was levied and the
same
was
paid
by
the
Company.
Further,
the
Company
complied
with
the
regulation by appointing a
new Independent Director
on the Board (Ms. Babita
Joshi) on 28.12.2018 and
made her the member of
the
Committee
on
24.01.2019.
In addition to the above the
Company is communicating
with BSE
and NSE as there
is no default as per the
Regulation 25(6) of SEBI
(LODR) Regulations, 2015
which
says
that
on
the
event of resignation of any
Independent
Director
a
new Independent Director
shall be appointed not later
than the immediate next
meeting of the board of
directors or three months
from
the
date
of
such
vacancy, whichever is later.
(Note: The company was
not
in
default
as
per
Section
149
of
the
Companies Act, 2013 read
with Rule 4 of Companies
(Appointment of Directors)
Rules 2014)
2. Regulation
19(1)/19(2)-
Nomination and
Remuneration
Committee		 The Company received a
notice from BSE
and NSE
for Non-compliance with
the requirement of the
Constitution of the
Committee i.e. during the
period from 14.11.2018 to
04.02.2019 the Committee
consisted of 2 Executive
Directors out of 3 instead
of all Non-Executive
Directors as per the
Regulation and Charged
penalty of Rs.2,26,560 /-
(Rs. 1,13,280 by BSE &
NSE each)		 The
Company
received
notice
from
the
Stock
Exchanges (BSE & NSE) for
the same wherein penalty
of
Rs.2,26,560
/-
(Rs.
1,13,280
by
BSE
&
NSE
each) was levied and the
same
was
paid
by
the
Company.
Further,
the
Company
complied
with
the
regulation by appointing 2
Independent Directors on
the Board (Ms. Babita Joshi
&
Ms.
Sheela
Sawdekar)
and
made
them
the
members on 24.01.2019 &
04.02.2019 respectively.
In addition to the above the
Company is communicating
with BSE
and NSE as there
is no default as per the
Regulation 25(6) of SEBI
(LODR) Regulations, 2015
which says that on the
event of resignation of any
Independent Director a
new Independent Director
shall be appointed not later
than the immediate next
meeting of the board of
directors or three months
from the date of such
vacancy, whichever is later.
(Note: The company was
not in default as per
the
Section 149 of
Companies Act, 2013 read
with Rule 4 of Companies
(Appointment of Directors)
Rules 2014)
Sr. No. Observations of the Observations
Practicing Company made in the by the listed the Practicing
Secretary in the secretarial
previous reports		 compliance
report for the
year ended
(The years are to
be mentioned)		 entity, if any Actions taken Comments of
Company
$\mathbf{on}$
Secretary
the actions
taken by the
listed entity
NA for the review period

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