PRIVI SPECIALITY CHEMICALS LIMITED Annual Report 2020-21

29 Annual Report 2020-21 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Annexure - 2 FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members, PRIVI SPECIALITY CHEMICALS LIMITED (Formerly known as Fairchem Speciality Limited) Privi House, Plot No A-71, TTC, Thane Belapur Road, Kopar Khairane, Navi Mumbai, Thane - 400710 We have conducted online verification and examination of records, as facilitated by the Company, due to Covid 19 and subsequent lockdown situation for the purpose of the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by Privi Speciality Chemicals Limited (hereinafter called “the Company” ) and for issuing this Report. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Privi Speciality Chemicals Limited (“the Company”), for the financial year ended on 31st March, 2021, according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under to the extent applicable; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of External Commercial Borrowings, Overseas Direct Investments and Foreign Exchange Derivative Contracts. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. ii. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; iii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 2. Provisions of the following Regulations and Guidelines, including those prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company during the financial year under report:- (i) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (ii) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (iii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (iv) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (v) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (vi) 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; 3. We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with other Acts, Laws and Regulations applicable specifically to the Company as per the list given in Annexure I .