Warren Tea Ltd. — Audit Report / Information 2019

May 27, 2019

Warren Tea Limited ,~

The General Manager, Department of Corporate services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code 508494

The secretary, The Calcutta Stock. Exchange Limited, 7 lyons Range, Kolkata 700 001 - Scrip Code 33002

Enclosed please find a copy of the Secretarial Compliance Report for the year ended 31[st] March, 2019 dated 25[th] May, 2019, issued by Mis MKB & Associates, Company secretaries, pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

SID ROY) PRESIDENT-LEGAL & COMPANY SECRETARY

CIN: L01132AS1977PLC001706 • website: www.warrentea.com

Corporate Office: 'Suvira House'. 48. Hungerford Street, Kolkata 700 017 Telephone : 22~7 2287, Fax: 22894444, E-mail: corporate@warrentea.com Registered Office: Deohall Tea Estate, P.O. Hoogrijan, Dist. Tinsukia, Assam 786601

SHANTINIKE1AN 151H FLOOR I ROOM NO 51118, CAMAC STREET I KOLKATA·700 017 TEL' 91 ·33·2282 1348,46023133/341 E-mail: mbanthia201O@gmall.com

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SECRETARIAL.COMPLIANCE.REPORT .OF WARREN TEA.LIMITEDFOR THE YEAR ENDED 31.03.2019

• I, Manoj Kumar .8anthia, Partner, MKB & Associates have examined:

• (a) all the documents and records made available to us and explanation provided by Warren Tea Limited ("the listed entity"),

• (b) the filings! s.ubmissionsmade hythe.listed entity to.the.stock exchanges,

• (e) 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 31st March, 201-9in respect of compliance .withthe proyisions of:

• (a) the Securities and Exchange Board of India Act, 1992 C1SEBI 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, to the extent applicable, whose' provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• (a) SeGurities and EXGhange Board of India (Listing Obligations and DisGlosure Requirements) Regulations, 2015;

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

• (e) Securities and Exchange Board of India (Substantial Acquisition of Shares and T~k~ve.r~)R~gu,t~t!(.?!!~; ~Q t ;

• (tJ)- Seeurities and Exchange Board of India (Buybaek of Securities) Regulations, 2018;

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

• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• (g) Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares)Regulations,20B;

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

an4 ,?ircular~ gI,li4~lint?~iS~l;lt?4tht?ft?undt?r;

• (a) The listed entity has complied with the provisions of the above Regulations and circulars! guidelines issued thereunder.

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circ:ular&/mi.d~liJ)~.sj.s.s:u~dtb~_~!ll1.!l~r.i'lsJ>-f~rJ!.Sjt JIP.P~~r.S JTQ!!l my/our examination of those records.

SHANTINIKETAN 15TH FLOOR I ROOM NO 511 18. CAMAC STREET I KOLKATA-700 017 TEL: 91 - 33 - 2282 1348,4602 3133/341 E-mail: mbanthia201 O@gmall.com

No actions have been 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 A~~/ ~!W!~~Q!!~~!!4~!!~l;J,!~r~gll!4~!ffi'!~!~~\l~gtb~~W!4~r.

Being the first year of Secretarial Compliance Report, there are no comments on the observations made in the secretarial compliance report of previous years.

Date: 25.05.2019 PIace:- Kolkata