General information about company |
| Scrip Code* | 542665 |
| NSE Symbol* | NEOGEN |
| MSEI Symbol | NA |
| ISIN | INE136S01016 |
| Name of the listed entity | Neogen Chemicals Limited |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Date of Reporting to Exchange | 27-05-2024 |
| Whether any observations reported by the Secretarial Auditor | Yes |
| The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records. | Yes |
| In previous, Any actions taken against the listed entity/its promoters/directors/its material subsidiaries either by SEBI or by stock exchanges (including under the Standard operating procedures issued by SEBI through various circulars). | No |
| Is there any observation made in the previous report | No |
| Name of the Certifying Firm | DVD & Associates |
| Name of the practicing Company Secretary issuing the report | Devendra Deshpande |
| Membership Type | FCS |
| ACS/FCS No. | 6099 |
| UDIN | F006099F000456593 |
| CP No. | 6515 |
| Place of PCS | Pune |
| PCS Report Date | 27-05-2024 |
Regulations |
| Sr No | Regulation | Applicability during the period under review (Yes/No) | Any Observation (Yes/No) |
| 1 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Yes | Yes |
| 2 | Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 | Yes | No |
| 3 | Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 | Yes | No |
| 4 | Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 | No | No |
| 5 | Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 | No | No |
| 6 | Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 | No | No |
| 7 | Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 | Yes | No |
| 8 | Specify any other regulation applicable to the Company |
| 1 | Securities and Exchange Board of India (Registrar to an issue and Share Transfer Agent) Regulations, 1993 | Yes | No |
Current Report |
| Sr No | Compliance requirement (regulations/circulars/ guidelines including specific clauses) | Regulation Name/ SEBI Circular number | Regulation Number/ circular dated | Deviations | Action taken by | Name of Other Regulatory Body | Type of Action (Advisory/Clarification/Fine/Show Cause Notice/ Warning, etc.) | Details of other action taken | Details of violation | Fine Amount | Observations/remarks of the practising Company Secretary, if any | Management Response | Remarks |
| 1 | Schedule of Investor Meet needs to be intimated 2 working days in advance (excluding the date of intimation and the date of meet) | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | 30 | Delayed intimation with respect to two investor meets held on 15th February 2024 and 1st March 2024 | Other Regulatory Body | N.A. | Other | N.A. | There was a delay of 1 day in submission of these two intimations. | | There was a delayed which was observed. | There was a delay of 1 trading day in submitting the intimation of investor meet to be held on 15-02-2024 pursuant to Reg 30 of SEBI LODR as the schedule of meeting got confirmed the same day as that of intimation i.e. 13-02-2024.
The Company Secertary was keeping unwell and was on leave on 27-02-2024 and in addition the meeting schedule got confirmed late, the intimation of Investor meet to be held on 01-03-2024 pursuant to Reg 30 of SEBI LODR was uploaded with a delay of 1 trading day. | N.A. |
| 2 | Disclosures of related party transactions for the half year ended on 30th September 2023 is required to be submitted on the date of Board meeting. | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | 23 (9) | The disclosure was submitted with a delay of 18 minutes and 22 minutes at BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), respectively. | Stock Exchange | | Fine | | There was a delay of 18 minutes and 22 minutes at BSE Limited and National Stock Exchange of India Limited, respectively, in submission of the Related Party Transaction disclosures for the half year ended on 30th September 2023. | 5000 | The Listed Entity has made an application for waiver of Fine to both the exchanges. | Due to technical issues faced by the Listing entity during the earlier submissions prior to RPT disclosure done on November 8, 2023, the uploading of the Related Party Transactions under Regulation 23(9) had overrun to the next day i.e. delayed by just 18 minutes in submission at BSE Limited and 22 minutes at National Stock Exchange of India Limited. The Listed Entity has reverted to both the exchanges with the reason for delay and pleaded for waiver of penalty amount as the delay did not have any impact on the financial operation or other activities of the Listed Entity.
Further as instructed by exchanges the subject matter of non-compliance which has been identified and indicated by the Exchanges and any subsequent action taken by the Exchange in this regard was placed before the Board of Directors of the Listed Entity in its subsequent meeting held on 09-02-2024 and the comments made by the board was duly informed to the Exchange for dissemination and is also available on the website of the Listed Entity at https://neogenchem.com/wp-content/uploads/Outcome09022024.pdf | N.A. |
| 3 | The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings. | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | 21 (3C) | The gap between two consecutive meetings of Risk Management committees was 189 days. | SEBI | | Warning | | The gap between two consecutive meetings of Risk Management Committee held on 5th November 2022 and 13th May 2023 was 189 days | | The Company has replied to the stock exchanges and taken note of the warning letter issued by SEBI and has disseminated the information to Stock Exchanges as well as at the Board meeting | The Listed Entity has replied to the queries raised by BSE and NSE. The Board of the listed Entity has taken note of the said queries and replies by NSE and BSE and the warning letter issued by SEBI and has disseminated the information to NSE and BSE. | N.A. |
| 4 | The Company was required to submit the XBRL format of the Intimation of Board Meeting within 24 hours from submission of PDF for Board Meeting held on 05th August 2023. The PDF was uploaded within time but XBRL was submitted with a delay | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | 29 | XBRL was submitted with a delay of 2 days | Other Regulatory Body | N.A. | Other | NA | The XBRL file which was supposed to be submitted on 30th July was submitted on 02nd August 2023 | | The Company had submitted the Intimation in PDF within stipulated time. | The Company had submitted the Intimation in PDF within stipulated time but there was a delay in submission of XBRL which was submitted on 2nd August, 2023. | N.A. |
Affirmation |
| Sr No | Regulation | Compliance status (Yes/No/NA) | Observations /Remarks by PCS* |
| 1 | Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI) | Yes | |
| 2 | Adoption and timely updation of the Policies |
| (a) | All applicable policies under SEBI Regulations are adopted
with the approval of board of directors of the listed entities | Yes | |
| (b) | All the policies are in conformity with SEBI Regulations and
has been reviewed & timely updated as per the
regulations/circulars/guidelines issued by SEBI | Yes | |
| 3 | Maintenance and disclosures on Website |
| (a) | The Listed entity is maintaining a functional website | Yes | |
| (b) | Timely dissemination of the documents/ information under
a separate section on the website | Yes | |
| (c) | Web-links provided in annual corporate governance reports
under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website | Yes | |
| 4 | Disqualification of Director:
None of the Director of the Company are disqualified under
Section 164 of Companies Act, 2013 | Yes | |
| 5 | Details related to Subsidiaries of listed entities:
(a) Identification of material subsidiary companies
(b) Requirements with respect to disclosure of material as well as other subsidiaries | Yes | |
| 6 | Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations | Yes | |
| 7 | Performance Evaluation:
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start
of every financial year as prescribed in SEBI Regulations | Yes | |
| 8 | Related Party Transactions |
| (a) | The listed entity has obtained prior approval of Audit
Committee for all Related party transactions | Yes | |
| (b) | In case no prior approval obtained, the listed entity shall
provide detailed reasons along with confirmation whether
the transactions were subsequently
approved/ratified/rejected by the Audit committee | NA | Prior approval of Audit Committee is obtained for all related party transactions. |
| 9 | Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations within the time limits prescribed thereunder | No | There was an inadvertent delay in submission of the intimation of Investor meeting held on March 1, 2024 and February 15, 2024. |
| 10 | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6)
SEBI (Prohibition of Insider Trading) Regulations, 2015 | Yes | |
| 11 | Actions taken by SEBI or Stock Exchange(s), if any:
No Actions taken against the listed entity/ its promoters/directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder (or)
The actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specified in the last column | No | 1) Disclosures of related party transactions for the half year ended on 30th September 2023 is required to be submitted on the date of Board meeting. The disclosure was submitted with a delay of 18 minutes and 22 minutes at BSE and NSE, respectively and a fine of Rs. 5000 + GST each was levied by BSE and NSE. Due to technical issues faced by the Listing entity during the earlier submissions prior to RPT disclosure done on November 8, 2023, the uploading of the Related Party Transactions under Regulation 23(9) had overrun to the next day i.e. delayed by just 18 minutes in submission at BSE and 22 minutes at NSE. The Listed Entity has reverted to both the exchanges with the reason for delay and pleaded for waiver of penalty amount as the delay did not have any impact on the financial operation or other activities of the Listed Entity.Due to technical issues faced by the Listing entity during the earlier submissions prior to RPT disclosure done on November 8, 2023, the uploading of the Related Party Transactions under Regulation 23(9) had overrun to the next day i.e. delayed by just 18 minutes in submission at BSE Limited and 22 minutes at National Stock Exchange of India Limited. The Listed Entity has reverted to both the exchanges with the reason for delay and pleaded for waiver of penalty amount as the delay did not have any impact on the financial operation or other activities of the Listed Entity.
Further as instructed by exchanges the subject matter of non-compliance which has been identified and indicated by the Exchanges and any subsequent action taken by the Exchange in this regard was placed before the Board of Directors of the Listed Entity in its subsequent meeting held on 09-02-2024 and the comments made by the board was duly informed to the Exchange for dissemination and is also available on the website of the Listed Entity at https://neogenchem.com/wp-content/uploads/Outcome09022024.pdf
2) The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings. The gap between two consecutive meetings of Risk Management Committee held on 5th November 2022 and 13th May 2023 was 189 days.BSE and NSE raised a query on Corporate Governance Report submitted by the Company for quarter ended June 30, 2023. SEBI issued an administrative warning letter. The Listed Entity has replied to the queries raised by BSE and NSE. The Board of the listed Entity has taken note of the said queries and replies by NSE and BSE and the warning letter issued by SEBI and has disseminated the information to NSE and BSE. |
| 12 | Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(is) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities | Yes | There was no event of resignation of statutory auditors from the listed entity or its material subsidiaries. |
| 13 | No. additional non-compliances observed:
No. additional non-compliance observed for any of the SEBI regulation/circular/guidance note etc. except as reported above |
| 1 | Pursuant to Regulation 29 the Company was required to submit the XBRL format of the Intimation of Board Meeting within 24 hours from submission of PDF for Board Meeting held on 05th August 2023. The PDF was uploaded within time but XBRL was submitted with a delay | No | The Company had submitted the Intimation in PDF within stipulated time but there was a delay in submission of XBRL which was submitted on 2nd August, 2023.The XBRL file which was supposed to be submitted on 30th July was submitted on 02nd August 2023 |