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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 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999
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 laws as applicable specifically to the Company broadly covering product laws, pollution laws, manufacturing laws,
safety laws and other general and commercial laws including industrial laws, labour laws and tax 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 Bombay Stock Exchange Ltd and the National Stock
Exchange Ltd.
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 have relied on the report of Internal
as well as the Statutory Auditors of the Company for compliance system relating to direct tax, indirect tax and other tax laws.
However, it has been inferred from the previous year’s audited Balance Sheet that there were certain dues relating to taxes and
duties which were not deposited due to disputes and the Company had received stay from the respective authorities.
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 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,
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
Place: Ahmedabad
Name of Practising CS: A. C. Doshi
Date: April 10, 2015
FCS number: F3544