Amal Ltd 2017-18

19 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 BSE Ltd and National Stock Exchange of India Ltd and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). During the period under review, the Company has compliedwith the provisions of the Act, rules, regulations, guidelines, standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other sector specific 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 sector specific laws and regulations applicable to the Company. 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 07 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 views of the dissenting Members 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 i. During the audit period there was preferential allotment of 24,00,000 equity shares of ` 10 each pursuant to the provisions of section 18(2)(g) of the Sick Industrial Companies (Special Provisions) Act, 1985 and para 10.4 of the Order no. 151 | 2005 dated July 09, 2013 to Atul Finserv Ltd (formerly Ameer Trading Corporation Ltd) a promoter of the Company against the share application money received from AFL. ii. Pursuant to the Modified Sanctioned Scheme (MS-13) as approved by Board of Industrial Finance and Reconstruction, the Company has redeemed 20,00,000, (0%) redeemable preference shares of ` 10 each issued to Atul Ltd. 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 Mumbai Name of Practising CS: N A Pradhan April 20, 2018 Membership Number: F 5445