ANNEXURE – D Form No.
MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH, 2024 [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/Resolution Professional, WINSOME YARNS LTD, (Under CIRP) Chandigarh I have conducted
the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by WINSOME YARNS LIMITED (under Corporate Insolvency Resolution Process)
(herein after called the “Company”) having CIN : L17115CH1990PLC010566 and its registered office
at Basement, SCO 13-14-15, Sector 34-A, Chandigarh, 160022, while taking review after completion
of financial year. Secretarial Audit was conducted in a manner that provided me a reasonable basis
for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute 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, I hereby
report that in my opinion, the company has, during the audit period covering the financial year
ended on 31st March, 2024, 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: I have examined the books, papers, minute
books, forms and returns filed and other records maintained by the Company for the financial year
ended on 31st March, 2024 according to the provisions of: i. The Companies Act, 2013 (the Act) and
the rules made there under; 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 thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings. The Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’) viz.: - a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011: No such transaction took place during the
Financial Year 2023-24. b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations,1992; The trading of equity shares of the Company were suspended on 02.01.2020 by
BSE and NSE. The same was revoked w.e.f. 26.09.2023. c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009; No such transaction took place
during the Financial Year 2023-24. d) The Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; No such transaction took
place during the Financial Year 2023-24. e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008; No such transaction took place during the Financial
