Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2022

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, 2022 We, Martinho Ferrao & Associates, Practicing Companies Secretaries, have examined: a) all the documents and records made available to us and explanation provided by the Company, b) the filings/ submissions made by the Company to the BSE Limited, from time to time; c) website of the Company; and d) such other documents and filings made by the Company which has been relied upon to make this certification. for the year ended 31st March, 2022 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, includes:‐ a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (ʹSEBI Actʹ) were not applicable to the Company during the Reporting Period:‐ a. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; c. The Securities and Exchange Board of India (Issue and Listing of Non‐Convertible and Redeemable Preference Shares) Regulations, 2013; and circulars/ guidelines issued thereunder by the concerned authority from time to time and based on the above examination, we hereby report that, during the aforesaid year: 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. Compliance Deviations Observations No. Requirement (Regulations/ circulars / guidelines including specific clause) 1. Regulation 19 of the The composition of the The Company should reconstitute the SEBI (Listing Nomination and Nomination and Remuneration Committee to comply with Regulation 19 of the SEBI Obligations and Remuneration Committee (LODR) Regulations, 2015. Disclosure was not in compliance Requirements) with Regulation 19 of the Regulations, 2015 – The SEBI (LODR) Regulations, Nomination and 2015 due to the absence of Remuneration the requisite number of Committee shall non‐executive directors. comprise at least three directors, all of whom shall be non‐executive directors, with at least two‐thirds being independent directors. 2 Regulation 20 of the SEBI The composition of the The Company should reconstitute the (Listing Obligations and Stakeholders Relationship Stakeholders Relationship Committee in Disclosure Committee was not in accordance with Regulation 20 of the SEBI Requirements) compliance with (LODR) Regulations, 2015. Regulations, 2015 – The Regulation 20 of the SEBI Stakeholders (LODR) Regulations, 2015 Relationship Committee due to the absence of the shall comprise at least requisite number of non‐ three directors, with at executive directors. least one being an independent director, and shall be chaired by a non‐executive director. 3 Section 177(2) of the The composition of the The Company should reconstitute the Audit Companies Act, 2013 Audit Committee was not Committee to ensure compliance with the read with Regulation 18 in compliance with Section composition requirements prescribed under of the SEBI (Listing 177(2) of the Companies Section 177(2) of the Companies Act, 2013 Obligations and Act, 2013 and Regulation 18 and Regulation 18 of the SEBI (LODR) Disclosure of the SEBI (LODR) Regulations, 2015. Requirements) Regulations, 2015 due to Regulations, 2015 – the absence of the requisite Every listed company number of independent shall constitute an Audit directors. Committee comprising a minimum of three directors, with independent directors forming a majority. Further, two‐thirds of the members shall be independent directors under Regulation 18, and all members shall be financially literate. 4 Regulation 18(2)(a) of the The Company has not The Company should ensure that the Audit SEBI (Listing Obligations complied with Regulation Committee meets at least four times in a and Disclosure 18(2)(a) of the SEBI (LODR) financial year and that the gap between two Requirements) Regulations, 2015 with consecutive meetings does not exceed one Regulations, 2015 – The respect to the minimum hundred and twenty days, in accordance Audit Committee shall number of Audit with Regulation 18(2)(a) of the SEBI (LODR) meet at least four times Committee meetings and Regulations, 2015. in a year and not more the maximum permissible than one hundred and time gap between two twenty days shall elapse meetings during the period between two meetings. under review. 5 Regulation 7(3) of the The Company failed to The Company should ensure timely SEBI (Listing Obligations submit the Compliance submission of the Compliance Certificate and Disclosure Certificate under under Regulation 7(3) of the SEBI (LODR) Requirements) Regulation 7(3) of the SEBI Regulations, 2015 with the Stock Exchange Regulations, 2015 – The (LODR) Regulations, 2015 within the prescribed timeline. listed entity shall submit certifying the maintenance a compliance certificate, of physical and electronic duly signed by both the share transfer facilities to compliance officer of the the BSE Listing Centre listed entity and the within the prescribed authorised timeline. representative of the share transfer agent, certifying that all activities in relation to share transfer facilities are maintained either in‐ house or by a SEBI‐ registered Registrar and Share Transfer Agent, within the prescribed timeline. 6 Regulation 13(3) of the The Company failed to The Company should ensure timely SEBI (Listing Obligations submit the quarterly submission of the quarterly statement of and Disclosure statement of investor investor complaints to the Stock Exchange(s) Requirements) complaints as required in accordance with Regulation 13(3) of the Regulations, 2015 – The under Regulation 13(3) of SEBI (Listing Obligations and Disclosure listed entity shall file the SEBI (LODR) Requirements) Regulations, 2015. with the recognised stock Regulations, 2015 within exchange(s), on a the prescribed timeline. quarterly basis within the prescribed timeline, a statement giving the number of investor complaints pending at the beginning of the quarter, received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter. 7 Regulation 17(1)(a) of the The composition of the The optimum combination of executive and SEBI (Listing Obligations Board was not in non‐executive director pursuant to and Disclosure compliance with regulation 17(1) (a) of Securities Exchange Requirements) Regulation 17(1)(a) of the Board of India (Listing Obligation and Regulations, 2015 – The SEBI (LODR) Regulations, Disclosure Requirements) Regulations, 2015; Board of Directors shall 2015 as the Company did have an optimum not have the optimum combination of executive combination of executive and non‐executive and non‐executive directors, with at least directors. one woman director, and not less than fifty per cent of the Boa [Showing first 8,000 characters — download PDF for full document]