Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2024

ANNUAL SECRETARIAL COMPLIANCE REPORT (Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) Futura Polyesters Limited (‘the Company’) for the year ended 31st March, 2024 We have examined: a) all the documents and records made available to us and explanations provided by Futura Polyesters Limited (“the listed entity”), b) the filings/ submissions made by the listed entity to the stock exchange, 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, 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 (including amendments, modifications from time to time), whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:‐ a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015 and amendments from time to time; b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the company during the review period) c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; d) The 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 and Sweat Equity) Regulations, 2021; (Not applicable to the company during the review period) f) The Securities and Exchange Board of India (Issue and Listing of Non‐Convertible Securities) Regulations, 2021; (Not applicable to the company during the review period) g) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; h) The Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018; and circulars/ guidelines issued thereunder; and based on the above examination 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 Regulation/ Deviations Acti Type Details of Fine Observations/ Management Remar ks Requirement Circular No. on / Violation Amo Remarks of theResponse (Regulations/ Take Clarific u nt Practicing Company circulars/ n by ati on/ Secretary guidelines Fine including specific /Show clause) Cause Notice Warni etc.) 1 The Section 178 The Not Not The Nil The Company Management is Compliance is composition of of the composition Applic Applic Nomination should reconstitute in the process of pending and able able Companies of the and the Nomination and taking requires Act, 2013 and Nomination Remuneratio Remuneration necessary steps immediate Nomination Regulation and n Committee Committee to ensure to reconstitute attention. 19 of the Remuneratio was not compliance with the Committee Remuneration SEBI (LODR) n Committee properly Section 178 of the in accordance Committee Regulations, was not in constituted Companies Act, 2013 with the shall be in 2015 compliance as it did not and Regulation 19 of applicable compliance with the have the the SEBI (LODR) provisions. with Section prescribed requisite Regulations, 2015. requirements number of 178 of the due to the non‐ Companies absence of the executive Act, 2013 and requisite directors as Regulation 19 number of prescribed of the SEBI non‐executive under the (Listing directors. applicable Obligations provisions. and Disclosure Requirements) Regulations, 2015. 2 The Section The Not Not The N The Company Manageme Compliance composition of 177(2) of composit Ap Appli Audit il should nt is in the is pending the Audit the ion of the plic cable Committ reconstitute the process of and requires Committee Companie Audit abl ee was Audit taking immediate shall be in s Act, 2013 Committ e not Committee to necessary attention. compliance and ee was properly ensure steps to with Section Regulation not in constitut compliance with reconstitute 177(2) of the 18 of the complian ed as it the composition the Audit Companies SEBI ce with did not requirements Committee Act, 2013 and (LODR) the comprise prescribed in Regulation 18 Regulation prescribe the under Section accordance of the SEBI s, 2015 d requisite 177(2) of the with the (Listing requirem number Companies Act, applicable Obligations ents due of 2013 and provisions. and Disclosure to the indepen Regulation 18 of Requirements) absence dent the SEBI Regulations, of the directors (LODR) 2015. requisite as Regulations, number prescribe 2015. of d under independ the ent applicabl directors. e provisio 3 The listed Regulation The Not Not The N The Company The Compliance entity shall 7(3) of the Compan Ap Ap Complia il should ensure Manageme not made submit a SEBI y failed plic plic nce timely nt has during the compliance (LODR) to submit abl able Certificat submission of noted the year under certificate Regulation the e e the Compliance observation review. certifying that s, 2015 Complia certifyin Certificate and shall all activities in nce g under ensure relation to Certificat maintena Regulation 7(3) timely share transfer e under nce of of the SEBI compliance facility are Regulati physical (LODR) in future. maintained on 7(3) to and Regulations, either in‐house the Stock electroni 2015. or by a Exchang c share Registrar to an e within transfer Issue and Share the facility Transfer Agent prescribe was not jointly signed d submitte by the timeline. d to the Compliance Stock Officer and the Exchang authorised e. representative of the Registrar and Share Transfer Agent. 4 The listed Regulation The Not Not The N The Company The Compliance entity shall file 13(3) of the Compan Ap Ap quarterly il should ensure Manageme not made a statement SEBI y failed plic plic statemen timely nt has during the giving the (LODR) to submit abl able t of submission of noted the year under number of Regulation the e investor the quarterly observation review. investor s, 2015 quarterly complain statement of and shall complaints statemen ts was investor ensure pending at the t of not complaints in timely beginning of investor submitte accordance with compliance the quarter, complain d to the Regulation 13(3) in future. received ts within Stock of the SEBI during the the Exchang (LODR) quarter, prescribe e as Regulations, disposed of d required 2015. during the timeline. under quarter and Regulati those on 13(3). remaining unresolved at the end of the quarter. 5 The Audit Regulation The Not Not The N The Company The Compliance Committee 18(2)(a) of Compan Ap Ap Audit il should ensure Manageme not made shall meet at the SEBI y did not plic plic Committ that the Audit nt has during the least four times (LODR) comply abl able ee Committee noted the year under in a year and Regulation with the e meetings meetings are observation review. not more than s, 2015 minimu were not convened in and shall one hundred m held in accordance with take and twenty number accordan the necessary days shall of Audit ce with requirements of steps to elapse between Committ the Regulation ensure two meetings. ee frequenc 18(2)(a) of the compliance. meetings y and SEBI (LODR) and the time gap Regulations, maximu prescribe 2015. m d under permissi Regulati ble time on gap 18(2)(a). between meetings during the year under review. 6 The Board shall Regulation The Not Not The N The Comp [Showing first 8,000 characters — download PDF for full document]