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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, 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 (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) to (h) of para (v) mentioned hereinabove during the period under review.
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 Ltd and the National Stock Exchange of India Ltd and
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
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 laws. I have
relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for
compliances under other laws and regulations applicable to the Company.
I further report that
the Board of Directors of the Company is duly constituted with proper balance of the Executive Directors
and the Non-executive Directors (Independent and Non-independent). The changes in the composition of the Board 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 the Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at
least 7 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 the views of the dissenting Members are captured and recorded as part of the Minutes,
wherever required.
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 the applicable laws, rules, regulations and guidelines.
I further report that
during the audit period there were no specific events | actions having a major bearing on the affairs of
the Company in pursuance of the above referred laws, Rules, regulations, guidelines, standards, etc. referred to above more
specifically related to:
i) Public | Right | Preferential issue of shares | debentures | sweat Equity, etc
ii) Redemption | Buy-back of securities
iii) Major decisions taken by the Members in pursuance to Section 180 of the Act
iv) Foreign technical collaborations
Ahmedabad
Name of Practising CS: A C Doshi
April 29, 2016
FCS Number: F3544