Draft
Management Representation Letter for Secretarial Audit
Date ……………….. , 20…….
……………………………………...
Company Secretaries,
………………………………..
Dear Sir / Ma’am,
This representation letter is provided
in connection with your audit for the financial year ended 31st
March, ………… as the Secretarial
Auditor under Section 204 of the Companies Act, 2013, covering:
(i)
The
Companies Act, 2013 (the Act) and the rules made thereunder;
(ii)
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; and
(iii)
The
Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; and
(iv)
The
Depositories Act, 2018 and the Regulations and Bye-laws framed thereunder; and
(v)
Secretarial
Standards (SS-1 and SS-2) issued and notified by the Institute of Company
Secretaries of India (ICSI) and SS-3, if adopted by the Company: and
(vi)
SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and
(vii)
The
following regulations and guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI
Act’) to the extent applicable to Company during the year under review:
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 and the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018;
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, 2011 and the Securities and Exchange Board of
India (Buyback of Securities) Regulations, 2018
(viii) Other
applicable laws including labour laws and environment laws for the year ended
on 31st March, 2019 and
We acknowledge our responsibility for
maintaining the Secretarial records and other statutory documents in respect of
the enactments referred to above and confirm, to the best of our knowledge and
belief, the following representations:
Ø Company Law
1.
The
Company has maintained books of accounts as required under Section 128 of the Companies
Act, 2013;
2.
The
Company has complied with all the provisions of the Secretarial Standards
issued and notified by the Institute of Company Secretaries of India (ICSI)
3.
The
Company has complied with all the provisions of Companies Act, 2013 relating to
Statutory Audit/Cost Audit/Internal Audit;
4.
No
request for transfer or transmission of shares have been received by the
company during the year other than as recorded;
5.
Statutory
Registers were kept open for public inspection during working hours on all
working days;
6.
Notice
of Board meetings were duly sent to all the directors;
7.
Notes
and notes to agenda were duly sent to all the directors.
8.
Draft
Minutes and final minutes were properly sent to all the directors.
9.
Company
has not obtained any secured loan from any financial institution/banks other
than those mentioned in the register of charges;
10. Notice of
Annual General Meeting has been duly sent to all the members and other persons
as stated in Section 101 of the Act.
11. No show cause
notice has been received by the company under the Acts referred to above or any
other laws applicable to the company.
12. Minutes of the
Board and General Meetings were entered in the minute books within thirty days
from the date of the meeting;
13. The share
certificates were properly stamped, wherever required;
14. The entries in
the statutory registers were made within the prescribed time;
15. The company
has not carried out any alteration to
the Articles of Association or Memorandum of Association other than those for
which necessary compliance as to alteration has been carried out and proof of the
filing with ROC are available in Records;
16. We have
provided to you all relevant information and have given access to all data and
records.
17. There are no
pending litigations and claims other than reported in the balance sheet by way
of contingent liability.
18. No event other
than those reported to you specifically has occurred during the year under
review which has a major bearing on the company’s affairs in pursuance of the
laws, rules, regulations, guidelines, standards, etc. referred to above.
19. The views of
all the dissenting Directors (if any) on important matters have been captured
and recorded in the minute, wherever required.
20. The venue and
time of Board meeting was finalized with the consultation of all board members.
21. The company
has its own website and has made applicable disclosure under the Act &
Rules made under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Ø Securities
Laws
1. All Price
Sensitive Information was informed to the stock exchanges from time to time.
2. All investors complains
directly received by the company are recorded on the same date of receipt.
3. The Company
has complied with provision of SEBI (LODR) Regulations, 2015.
4. Regulations
and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’).
Ø Labour Laws:
1. All the
premises and establishments have been registered with the appropriate
authorities.
2. The Company
has not employed any Child labour/Bonded labour in any of its establishments.
3. The company is
ensuring the compliance of PF/ESI and other social security measures to the
contract employees. One of the responsible officers of the company carry out
the survey regarding the compliance of this.
Environmental
Laws:
1. The Company is
not discharging the contaminated water at the public drains/rivers. The company
has efficient water treatment plants at its factory premises.
2. The Company
has been disposing the hazardous waste as per applicable rules.
3. We are
attaching herewith the list of various applicable laws other than the laws
listed above.
Other
Applicable Laws
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 based on the review of the compliance reports of
Company Secretary / Chief Financial Officer / Whole-time Director taken on
record by the Board of Directors of the Company.
For
…………………….. Limited
Company
Secretary / Director
M.
No. / DIN
Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition.
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