Secretarial Audit
Report
(For the period_________)
[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 Board of Directors
____________________
I have conducted the secretarial audit of the
compliance of applicable statutory provisions and the adherence to good
corporate practices by ....................Limited
(hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon. Based on our
verification of the 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, we hereby report that in our opinion, the Company
has, during the audit period ended on_________,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:
1.
I have examined the books,
papers, minute books, forms and returns filed and other records maintained by XYZ Limited (“The Company”) for the period ended on _____according to the
provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act,
1956 (‘SCRA’) and the Rules made thereunder;
III. The Depositories Act, 1996 and the
Regulations and Bye-laws framed thereunder;
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;
V. The following Regulations and Guidelines
prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company :-
a. The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers)Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992;
c. The Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
d. The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents)
Regulations, 1993 regarding
the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009; and
f. The Securities and
Exchange Board of India (Buyback of Securities) Regulations, 1998;
g. the Company has complied with the requirements under the
Equity Listing Agreements entered into with BSE Limited, National Stock
Exchange of India Limited; and
h. The Memorandum and
Articles of Association.
I have
also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute
of Company Secretaries of India.
ii) The Listing Agreements entered into by the
Company with the BSE Limited, National Stock
Exchange of India Limited.
During the period under review the Company has
complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, Listing
Agreements etc mentioned above.
2. I
further report that the Company has, in my opinion, complied with the
provisions of the Companies Act, 1956 and the Rules made under that Act
and the provisions of Companies Act, 2013 as notified by Ministry of Corporate
Affairs and the Memorandum and Articles of Association of the Company, with
regard to:
a) maintenance of various statutory registers and
documents and making necessary entries therein;
b) closure of the Register of Members.
c) forms, returns, documents and resolutions
required to be filed with the Registrar of Companies and the Central
Government;
d) service of documents by the Company on its
Members, Auditors and the Registrar of Companies;
e) notice of Board meetings and Committee meetings
of Directors;
f) the meetings of Directors and Committees of
Directors including passing of resolutions by circulation;
g) the 66th Annual General Meeting held on 27th
June 2014;
h) minutes of proceedings of General Meetings and
of the Board and its Committee meetings;
i) approvals of the Members, the Board of
Directors, the Committees of Directors and the government
authorities, wherever required;
j) constitution of the Board of Directors /
Committee(s) of Directors, appointment, retirement and reappointment of
Directors including the Managing Director and Whole-time Directors;
k) payment of remuneration to Directors including
the Managing Director and Whole-time Directors,
l) appointment and remuneration of Auditors and
Cost Auditors;
m) transfers and transmissions of the Company’s
shares and issue and dispatch of duplicate certificates of shares;
n) declaration and payment of dividends;
o) transfer of certain amounts as required under
the Act to the Investor Education and Protection Fund and uploading of details
of unpaid and unclaimed dividends on the websites of the Company and the
Ministry of Corporate Affairs;
p) borrowings and registration, modification and
satisfaction of charges wherever applicable;
q) investment of the Company’s funds including
investments and loans to others;
r) form of balance sheet as prescribed under Part
I, form of statement of profit and loss as prescribed under Part II and General
Instructions for preparation of the same as prescribed in Schedule VI to the
Act;
s) Directors’ report;
t) contracts, common seal, registered office and
publication of name of the Company; and
u) Generally, all other applicable provisions of
the Act and the Rules made under the Act.
3.
I
further report that:
_ The
Board of Directors of the Company is duly constituted with proper balance of
Executive Directors,
Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of
Directors that took place during the period under
review were carried out in compliance with the
provisions of the Act.
_ Adequate
notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system
exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the
meeting.
_ Majority
decision is carried through while the dissenting members’ views are captured
and recorded as part of the minutes.
_ The
Company has obtained all necessary approvals under the various provisions of
the Act; and
_ There
was no prosecution initiated and no fines or penalties were imposed during the
year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing
Agreement and Rules, Regulations and Guidelines framed under these Acts against
/ on the Company, its Directors and Officers.
_ The
Directors have complied with the disclosure requirements in respect of their
eligibility of
appointment, their being independent and
compliance with the Code of Business Conduct & Ethics for
Directors and Management Personnel;
4. The Company has complied with the provisions of
the Securities Contracts (Regulation) Act, 1956 and the Rules made under that
Act, with regard to maintenance of minimum public shareholding.
5. I further report that the Company has complied
with the provisions of the Depositories Act, 1996 and the Byelaws framed
thereunder by the Depositories with regard to dematerialization /
rematerialisation of securities and reconciliation of records of dematerialized
securities with all securities issued by the Company.
6. The Company has complied with the provisions of
the FEMA, 1999 and the Rules and Regulations made under that Act to the extent applicable.
7. I further report that:
a. the Company has complied with the requirements
under the Equity Listing Agreements entered into with BSE Limited, National
Stock Exchange of India Limited and Calcutta Stock Exchange Limited;
b. the Company has complied with the provisions of
the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 including the provisions with
regard to disclosures and maintenance of records
required under the said Regulations;
c. the Company has complied with the provisions of
the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992
including the provisions with regard to disclosures
and maintenance of records required under the said
Regulations;
8. I further report that based on the information
received and records maintained there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and
ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the Company to monitor and
ensure compliance with applicable laws, rules, regulations and guidelines.
Place
:
Date :
