MAYEKAR & ASSOCIATES sei aor Company Secretaries Ban crea ‘Mumbai: Nidhi Aporiment No.1, Flat No, 51/54, 5th Floor, Liberty Gorden Rd No. 3, Malad (Wes), Mumbei - 400 064. Tel: +91-022-26690688 Office Mob: +91-8452046339 Em I: ofce@esmoyekorcom Form No. MGT-8 [Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014] CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE I/We have examined the registers, records and books and papers of ESSEL DEVANHALLI TOLLWAY PRIVATE LIMITED (CIN No - U45203TG2010PTC067113) (the Company) as required to be maintained under the Companies Act, 2013 (the Act) and the rules made there under for the financial year ended on 31 March 2019, In our opinion and to the best of our information and according to the examinations carried ‘out by us and explanations furnished to us by the company, its officers and agents, I/ we certify that: ‘A. The Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately. B. During the aforesaid financial year the Company has complied with provisions of the Act & Rules made there under in respect of: 1 2 its status under the Act; maintenance of registers/records & making entries therein within the time prescribed therefor, filing of forms and returns as stated in the annual return, with the Registrar of Companies, Regional Director, Central Government, the Tribunal , Court or other authorities within/beyond the prescribed time, wherever applicable; calling’ convening/ holding meetings of Board of Directors or its committees, if any, and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings ineluding the-circular-resolutions have been signed, The company has not passed any resolution by postal ballot; Closure of Register of Members/Security holders, as the case may be-Not Applicable; Section 185 of the act in respect of grant of loans, making investments and providing guarantees and securities ; contracts/arrangements with related parties as specified in section 188 of the Act, Issue_allotmenttransfer or transmission-or_buy-back of securities/redemption of preference shares-o-debentures/-alteration of reduction -of share-capital-conversion-of ‘shares/-securities-and issue of security ceriificates in-allinstances; keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act- Not Applicable ;ee OSX2SSARE 10. declaration! payment of dividend; transfer of unpaid/ unclaimed dividendiother amounts as applicable to the Investor Education and Protection Fund in accordance with section 125 of the Act - Not Applicable ; 111. signing of audited financial statement as per the provisions of section 134 of the Act and report of directors is as per sub - sections (3), (4) and (5) thereof, 12. constitution’ appointment’ re-appointments/ retirement) filing-up-casual_vacancies! disclosures of the Directors, Key Managerial Personnel. The company has not paid any remuneration paid to Directors, Key Managerial Personnel ; 13. appointment! reappointment’ filing up-casual vacancies of auditors as per the provisions of section 139 of the Act ; 14. approvals required to be taken from the Central Govemment, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act, wherever applicable; 15. acceptance/ renewal/ repayment of public deposits - Not Applicable ; 16. borrowings from its-directors,-members,-financial institutions, banks and others and creation/ modification/ satisfaction of charges in; 17. Provisions of Section 186 i. e "Loans & Investments by Company” are not applicable to the company except provisions of S. 186 (1). Exemption is granted under S. 186 (11) (a) to the companies providing “Infrastructure Facilities”, 18. alteration of the provisions of the Memorandum and Articles of Association of the Company - Not Applicable ; For Mayekar & Associates ‘Company Secretaries Firm U.L.N - P2005MH007400 U.D.LN - F007262A000378928 ius ig’ Prabhakar Patil finer i F.C.s - 7282 C.0.P - 7954 Dat : 10 December, 2019 Place : Mumbai This Certificate is to be read with our letter of even date which is annexed as Annexure forms an integral part of this Certificate. andMAYEKAR & ASSOCIATES Annexure A To, ‘The Members of ESSEL DEVANHALLI TOLLWAY PRIVATE LIMITED (CIN No - U45203TG2010PTC067113) Our Certificate in Form MGT — 8 of even date is to be read along with this letter. 4, Maintenance of secretarial record is the responsibilty of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit 2. We have followed the audit practices and processes as were appropriate to obtain reasonable ‘assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3, We have not verified the correctness and appropriateness of financial records and Books of ‘Accounts of the company. 4, The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 5. The Certificate in Form MGT ~ 8 is neither an assurance as to future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the ‘company. For Mayekar & Associates ‘Company Secretaries Firm U.N - P2005MH007400 F.C.S ~ 7282 C.0.P -7954 Date : 10 December, 2019