Form No.
MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED … … …
[Pursuant to section 204(1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and Remuneration Personnel)
Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED … … …
To,
The Members,
……….… Limited
I/We have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good
corporate practices by……. (name of the company).(hereinafter
called the company). Secretarial Audit was conducted in a
manner that provided me/us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my
opinion thereon.
Based on my/our verification of the .....………………………….. (name
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 authorized representatives during the conduct of secretarial
audit, I/We hereby report that in my/our opinion, the company
has, during the audit period covering the financial year ended on
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_____, _____ 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/we have examined the books, papers, minute books, forms and
returns filed and other records maintained by ………….. (“the
Company”) for the financial year 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’):-
(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
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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; and
(h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998;
(vi) .............................................................. (Mention the
other laws as may be applicable specifically to the company)
I/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
….. Stock Exchange(s), if applicable;
During the period under review the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above subject to the following
observations:
Note: Please report specific non compliances / observations /
audit qualification, reservation or adverse remarks in respect of
the above para wise.
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I/we 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.
I/we 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.
Note: Please report specific observations / qualification,
reservation or adverse remarks in respect of the Board
Structures/system and processes relating to the Audit period.
I/we further report that during the audit period the company
has .................................
(Give details of specific events / actions having a major bearing on
the company’s affairs in pursuance of the above referred laws,
rules, regulations, guidelines, standards, etc. referred to above).
For example:
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(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 Companies Act, 2013
(iv) Merger / amalgamation / reconstruction, etc.
(v) Foreign technical collaborations
Place : Signature:
Date : Name of Company Secretary in practice / Firm:
ACS/FCS No.
C P No.:
Note: Parawise details of the Audit finding, if necessary, may be
placed as annexure to the report.
File No. 01/05/2013 CL-V
(Renuka Kumar),
Joint Secretary to the Govt of India
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