Atul Ltd 2017-18

Atul Ltd | Annual Report 2017-18 5. Secretarial Audit Report Form number MR – 3 Secretarial Audit Report For the financial year ended on March 31, 2018 {Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule number 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014} The Members Atul Ltd Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Atul Ltd (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts | statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s 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 authorised representatives during the conduct of the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, 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: We have examined the books, papers, Minute books, forms and returns filed and other records maintained by the Company as per Annexure I for the financial year ended on March 31, 2018 according to the provisions of: i. The Companies Act, 2013 (Act) and the rules made thereunder read with the notified provisions of Companies (Amendment) Act, 2017; ii. The Securities Contracts (Regulation) Act, 1956 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): 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, 2015 c. T he Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 d. The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 f. 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 g. The Securities and Exchange Board of India (Delisting of equity shares) Regulations, 2009 h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 vi. Other sector specific laws as applicable to the Company including product laws, pollution laws, manufacturing laws and safety laws. However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point (c), (d), (e), (g) and (h) of para (v) mentioned hereinabove during the period under review. We 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 BSE Ltd and National Stock Exchange of India Ltd and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other sector specific laws. We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other sector specific laws and regulations applicable to the Company.