SAURABH JAIN & ASSOCIATES COMPANY SECRETARIES 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 have examined the registers, records and books and papers of KENT RO SYSTEMS LIMITED (u41000012007P1¢161952) HAVING REGISTERED OFFICE AT H-35 SOUTH EXTENSION PART-1 KIDWAI NAGAR NEW DELHI-110049 (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 2017. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, | 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. its status under the Act; 2. maintenance of registers/records and making entries therein within the time prescribed therefor; 3. filing of the e-Forms and returns as stated in the annuel return, with the Registrar of Companies, Regional Director, the tribunals Court or other Authorities as the case may be, within/beyond the prescribed time ~ refer annexure A. 4, calling/convening/holding meeting 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 including circular resolutions and resolutions passed by postal ballot, if any have been properly recorded in the Minutes Book/registers maintained for the purpose and the same have been signed; 5. _ closure of Register of Members of / security holders, as the case may be; 6. _advances/loan to its directors and/or persons or firms or companies referred in section 185 of the Act; - NA 7. contracts/arrangements with related parties as specified in section 188 of the Act; 8. Issued or allotment or transfer or transmission or buy back of securities/ redemption of preference shares or debentures/ alteration or reduction of share capital/ conversion of shares/ securities and issue of security certificates in all instances; NA 9. 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; - N Reg. Off. A-84, F-4, DLF, Dilshad Ext. -Il, Sahibabad, Ghaziabad-201005 E-mail: cs.saurabh,jain@gmail,com, Mob. No.: +91-987395408810. 11 12, 13 14. 15. 16. a7 18, declaration/payment of dividend; transfer of unpaid/unclaimed dividend/other amounts as applicable to the Investor education and protection fund accordance with section 125 of the Act; -NA 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. ition / appointment / re-appointment / retirement / filing of casual vacancies /disclosures of the directors / key managerial personnel and the remuneration paid to them; Appointment/reappointment/filling of casual vacancies of auditors as per the provisions section 139 of the Act, approvals wherever required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act; acceptance /renewal/repayment of deposits since the company has not accepted any deposit from public; - NA Borrowings from its directors, members, public financial institutions, banks and others and creation/ modification/ satisfaction of charges in that respect, wherever applicable loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act alteration of the provisions of the Memorandum and/ or Articles of Association of the Company; NA Memoerseip No. 23427 CP No 11247 Date: 23.11.2017 Puace: New DELHIAnnexure ‘A’ (Forming part of MGT-8 dated 31" March, 2016) Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities or other authorities during the financial year ending on 31% March, 2016 S.No. __ Matters Filed U/s For 1 | Appointment of Directors of the | Section7(1)(c),168 | Mr. Nikhil Sen and Mr. Ajay Company and Change the| &170(2) of | Baga were Changed the Designation (Dir-12) Companies Act, | Designation from Additional 2013 director to Director of the Company W.e.f 03.09.2015 and required form was filed on 27.04.2016 with additional fees. 2 | Balance Sheet, Profit & Loss Account| Sec2200f | The financial year ended on along with Director's & Auditor's | Companies Act, | 31.03.2016 and the required Report thereon (Form AOC~4 XBRL) 2013 form filed on 24.11.2016 3 | Annual Return (Form MGT-7) Sec 92(1) of |The Annual General Meeting Companies Act, | held on 30.09.2016 and the 2013 required form filed on 29.11.2016. 4 | Filing of Resolutions and agreements | Section 94(1), _| The Approval for investments of to the Registrar (MGT -14) 117(1) of | fund in Clicktable Technologies Companies Act, | LLP was taken on 03.09.2015 2013 ‘and required form filed on 27" June, 2016 with additional fees. 5 | Filing of Resolutions and agreements | Section 196 & | Increase in Remuneration of Mr. to the Registrar (MGT-14) 179(3) of | Mahesh Gupta, Approval of Companies Act, | Financial statement 2016, 2013 Approval of Directors Report and appointment of Secretarial ‘Auditor on 03% September 2016 and the required form filed on 23.09.2016 @ | Filing of Resolutions and agreements | Section 196 of || Appointment of Mr. Varun to the Registrar (MGT-14) Companies Act Gupta as whole-time Director of 2013, the Company on 03.09.2016 and the required form filed on 15.11.2016 with additional fees Filing of Resolutions and agreements | Section 179(3) of | Form for approval to grant loan to the Registrar (MGT-14) the Companies |to M/s Sumeru verde | Act 2013 Technologies Pvt. Ltd. On 24.06.2016 and the required form filed on 07.07.2016 is Return of Appointment of | Section 196,197 | Re-appointment of Mr. Mahesh Managerial Personnel &198 of Gupta as Managing Director of Companies Act_| the Company on 22.01.2016 and2017 the required form filed on 15.11.2016 with additional fees & | Appointment of Directors of the| Sectioni96,197 | Mr. Varun Gupta was re- Company and Change the| © & 1980f | designated as. whole-time Designation (Dir-12) Companies Act, | director of the company W.e.F 2013 03.09.2016 and required form was filed on 15.11.2016 with additional fees. 10 | Appointment of Auditor (Form ADT- | Section 139 ofthe | M/s SNR & Company were 1) Companies Act, | appointed as statutory Auditor 2013 of the Company on 26.09.2016 and the required form filed on 08.10.2016 1i__| Filing of Resolutions and agreements | Section 179(3) of | Investment of funds by availing to the Registrar (MGT-14) the Companies | services of ASK portfolio ‘Act2013. | management services. and opening of accounts on | 03.09.2016 and the required form filed on 08.10.2016 with additional fees | 12 | Place of Books of Accounts (Form | Section 128 of | Form for Change in place of AOC-5) Companies Act | books of accounts filed on | 2013 16.08.2016 with additional fees _|