Page 102 - KRCL ENglish

• We have complied with the relevant applicable requirements of the Standard on
Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of
Historical Financial Information, and Other Assurance and Related Services
Engagements.

Opinion
Based on our examination of the relevant records and according to the information and
explanations provided to us and the representation provided by the Management, we
certify that the Company has complied with the conditions of Corporate Governance as
stipulated in SEBI Listing Regulations during the year ended March 31, 2020 except to the
following observations:

i) Non Compliance of Section 149 (4) of Companies Act, 2013, Regulation 17 (b) of the
SEBI Listing Obligation and Disclosure Requirement and Clause 3.1.4 of the
Guidelines on Corporate Governance for Central Public Sector Enterprises w.r.t.
composition of the Board of Directors of the Company.

ii) Non Compliance of Section 177 (2) and Section 178 (1) of Companies Act, 2013 and
Rule 6 of Companies (Meetings of Board and its Powers) Rules 2014 and Clause 18
(1) and 19 (1) of SEBI Listing Obligation and Disclosure Requirement regarding
composition of Audit Committee and Nomination and Remuneration Committee.

iii) Non Compliance of Section 62 (1) (a) (i) of Companies Act 2013, regarding the
closure of Right Issue within 30 days. In the F.Y. 2018-19 the company has come out
with the 2nd Rights Issue for INR 196 Crore to the shareholders in their existing
shareholding proportion which was kept open from 1.12.2018 to 29.12.2018 (both
days inclusive).

During FY 19-20 the company has allotted shares against 2nd right issue to the tune
of Rs. 23.52 Crores whereas in June'2020 the remaining shares of 2nd Right issue
were allotted to the shareholder amounting to Rs. 29.40 Crores.

The Board of Director in their meeting have allowed for receiving the subscription
from the shareholders even after the closure of Rights Issue.
Likewise in the F.Y. 2019-20 the Company has announced 3rd Right issue of Rs. 490
Crores to the shareholders in their existing shareholding proportion which was kept
open for the period 16/12/2019 to 14/01/2020. However till the year end no amount
was received against the same. Consequently, the Board of Director in their meeting
have allowed for receiving the subscription from the shareholders even after the
closure of Rights Issue.

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