Regulatory Exemption Claim

Under Regulation 15(2) of SEBI LODR, 2015, the company claims exemption from Corporate Governance provisions, including Regulation 24A compliance, as it meets both exemption criteria:

  • Paid-up Equity Share Capital: ₹6.81 crores (below ₹10 crores threshold)
  • Net Worth: ₹9.65 crores (below ₹25 crores threshold as on last day of previous financial year)

Historical Financial Position

The company did not increase its equity capital during the financial year under review (FY2022-23) or at any time since its listing in 2018. The Net Worth has never crossed ₹10 crores at any point since listing.

Annual Secretarial Compliance Report Details

Prepared by: Kode Hemachand, Practicing Company Secretary (Membership No. 35463, Practice No. 13416, UDIN: 00190522459)

Review Period: Year ended 31st March 2023

Regulations Examined:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • SEBI (Buyback of Securities) Regulations, 2018 (Not applicable - no events occurred)
  • SEBI (Share Based Employee Benefits) Regulations, 2014 (Not applicable - no events occurred)
  • SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable - no events occurred)
  • SEBI (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 (Not applicable - no events occurred)
  • SEBI (Prohibition of Insider Trading) Regulations, 2015

Compliance Findings

Non-Compliances: None reported during the review period

Previous Report Actions: No observations were made in previous reports

Additional Compliance Verifications:

  • Secretarial Standards: Complied with applicable ICSI standards
  • Policy Adoption: All applicable SEBI policies adopted and timely updated
  • Website Maintenance: Functional website with timely dissemination of documents
  • Director Disqualification: No directors disqualified under Section 164 of Companies Act, 2013
  • Subsidiary Details: Material subsidiary identification and disclosure requirements complied with
  • Document Preservation: Records maintained as per SEBI LODR Regulations, 2015
  • Performance Evaluation: Conducted for Board, Independent Directors, and Committees
  • Related Party Transactions: Prior Audit Committee approval obtained for all transactions
  • Event Disclosures: All Regulation 30 disclosures made within prescribed time limits
  • Insider Trading: Complied with Regulation 3(5) & 3(6) of PIT Regulations, 2015
  • Regulatory Actions: No actions by SEBI or Stock Exchanges against the company/promoters/directors/subsidiaries
  • Additional Non-compliances: None observed

Financial Impact

Financial impact not quantified in the disclosure beyond the stated exemption thresholds.