Amal Ltd 2014-15

13 i) The Companies Act, 1956 (the Old Act) and the rules made thereunder ii) The Companies Act, 2013 (the Act) and the rules made thereunder iii) The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder iv) The Depositories Act, 1996 and the regulations and bye-laws framed thereunder v) 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 vi) 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, 1992 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 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 vii) Other laws as applicable specifically to the company: Industrial laws, product laws, pollution laws, manufacturing laws, safety laws and other general and commercial laws including labour laws and tax laws. I have relied on the representation given by the Company officials and applicability and compliance of the Act(s) as are given in Annexure II. I have not checked compliances of these Act(s) and have relied on certification(s) as provided to us by the management in this regard. 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 Stock Exchange(s). During the period under review, the Company has generally complied with the provisions of the Act, old Act, rules, regulations, guidelines, standards mentioned above. I 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 as is required as per applicable clauses under Listing Agreement. 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 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.