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Atul Ltd | Annual Report 2016-17
5. Secretarial Audit Report
Form number MR – 3
Secretarial Audit Report
For the financial year ended March 31, 2017
{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
I 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 me a reasonable basis for evaluating the corporate conducts | statutory compliances and expressing my
opinion thereon.
Based on my 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 authorised representatives during the
conduct of the Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering
the financial year ended March 31, 2017 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:
I 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 March 31, 2017 according to the provisions of:
i.
The Companies Act, 2013 (Act) and the rules made thereunder;
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.
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 and 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.