Articles

Corporate Compliance
Management – Secretarial Audit :
Compliance Audit, Reporting
& Disclosures
Dr. K. R. Chandratre*, FCS, Company Secretary, Pune.

NEED FOR LEGAL COMPLIANCE REPORTING SYSTEM

The multiplicity of laws, rules, regulations, etc. has necessitated introduction of a system to
ensure compliances under the laws. This has a two-fold objective:—
(a) Firstly, to protect the interests of the customers, employees, revenue, environment and
Secretarial audit is the the directors and officers of the company.
most effective mechanism (b) Secondly, to avoid any unwarranted legal actions by the law-enforcing agencies and
to ensure the compliance other persons as well.
of the multifarious Under most laws, the persons responsible for compliance and liable for punishment are
requirements by the directors, company secretary and some of the senior officers who have been designated for
corporate enterprises specific compliances. Amongst the directors, the responsibility of managing and executive
directors is greater. As a result of stricter enforcement of laws and implications of recent
under a host of
decisions of the courts in some cases, it has become imperative have (or if it already exists, to
legislations. The benefits strengthen) the Legal Compliance Reporting System (LCRS) with a view to making it more
of such audit, its process effective. It has, therefore, been decided to revamp and refine the existing LCRS.
and other related aspects Sub-clause I(c)(iii) of Clause 49 of the Listing Agreement provides “The Board shall periodically
have succinctly been review compliance reports of all laws applicable to the company, prepared by the company as
brought out in this well as steps taken by the company to rectify instances of non-compliances.” Accordingly, all
article including a check listed companies will have to have a system for reporting compliances with laws applicable to
them to the Board. Hence, a LCRS is necessary to comply with sub-clause I(c)(iii) of Clause 49
list of activities, format of the Listing Agreement.
of audit report etc. The objectives of an LCRS should be :
„ to check and report on compliances;
„ to point out non-compliances and inadequate compliances;
„ to protect the interests of directors and officers.
„ to avoid legal actions by the law-enforcing agencies and others.

COMPLIANCE CERTIFICATION VERSUS SECRETARIAL AUDIT

The Secretarial Audit (SA) is a part of LCRS but is wider in scope than Compliance Certification
(CC). The CC was made statutorily applicable in 2000 Inserted by the Companies (Amendment)
Act, 2000, w.e.f. 13-12-2000, which inserted a provision in section 383A(1) of the Companies
Act making it mandatory every company not required to employ a whole-time secretary
under sub-section (1) and having a paid-up share capital of Rs. 10 lakhs or more shall file with
the Registrar a certificate from a secretary in whole-time practice in such form and within such
time and subject to such conditions as may be prescribed, as to whether the company has
*Past President, The ICSI complied with all provisions of this Act and a copy of such certificate shall be attached with
e.mail : Board’s report referred to in section 217. The Companies (Compliance Certificate) Rules, 2001
krchandratre@vsnl.net prescribe a 33-item formula for CC.
Articles Corporate Compliance Mgmt. Secretarial Audit : Compliance Audit, Reporting & Disclosures
The CC came to be introduced on the recommendation of the
Working Group on redrafting of the Companies Act (in 1997).
The Working Group had recommended: “Submitting the
Secretarial Compliance Certificate to the Registrar would be
mandatory for companies having a paid up capital in excess of
Rs. 10 lakhs but below Rs. 2 crores”, it did ask a question “how
could one ensure more effective secretarial compliance under
the Act?” The Group’s hypothesis was that “Since a whole-time
company secretary falls under the category of ‘officer who is in
default’, it is presumed that he has every reason to discharge
his obligations as per the Act. Therefore, companies with a
whole-time secretary would not require to submit a separate
compliance certificate to the Registrar”, may be logical with
reference to the context in which it made this observation, but
it certainly cannot form the basis to countenance the argument
that a company having whole-time secretary (as its employee
indisputably owning allegiance to his/her employer and has
to obey the orders of his master) does not need to have CC or
secretarial audit.
The CC is an abridged version of or a prelude to a full-fledged
secretarial audit; it can be likened to an abridged prospectus, but
not a full-fledged prospectus. The CC should be viewed in a
broader perspective as a measure or means of furthering the
function of auditing, such as the audit of accounts namely, The
inspection of an organization’s accounts by an external
professional, in order to obtain an opinion as to the veracity of
the accounts.
The object of Auditor’s Report is to form an opinion, based on
the inspection of an organization’s accounts, and to report to the
organization’s owners as to whether the company’s accounts give
a true and fair view of its profit or loss for the period of the
report and of its state of affairs at the end of that period; and to
certify that the accounts are prepared in accordance with the
requirements of law.
Likewise, the object of the Secretarial Auditor’s Report is to form
an opinion, based on the inspection of an organization’s secretarial
and legal record, and to report to the organization’s owners as to
whether, and if so, to what extent, the company has complied
with the laws comprising various statutes, rules, regulations,
etc. The SA requires expert knowledge of all corporate laws;
whereas CC requires knowledge of the Companies Act. The SA
may have a need of a large number of compliances to be covered;
whereas under CC compliances under the Companies Act, need
to be undertaken. The SA may be undertaken voluntarily by any
company; whereas CC has to be undertaken every year
statutorily by such companies paid up capital is more than Rs.10
lacs but less than Rs. 2 crores.
BENEFITS AND BENEFICIARIES OF SA
(a) Owners
Assures the owners that those in charge of the management of
the company are conducting its affairs in accordance with
requirements of laws, and that the owners’ stake is not being
exposed to undue risk.
(b) Management
Ensures the Management of a company that those who are charged
with the duty and responsibility of compliance with the
requirements of law are performing their duties competently,
effectively and efficiently, so that the people in-charge of the
day-to-day management of the company are not likely to be
exposed to penal or other liability (and consequential risk and
embarrassment) on account of non-compliance with law.
(c) Legal compliance officers
Ensures them that they have done everything required under
law.
(d) Independent directors
Ensures them that the company has complied with the laws and,
therefore, they are not likely to be exposed to action by law
enforcement agencies for non-compliance by the company.
(e) Government authorities
The SA being pro-active measure for compliance with a plethora
of laws, SA will have a salutary effect of substantially lessening
the burden of the law-enforcement authorities.
(f) Other parties
The SA can assist bodies like SEBI, Stock Exchanges, Financial
Institutions, Banks, etc. to gauge or measure the levels of
compliance and non-compliance by the companies with whom
they are concerned.
(g) Investors
To provide comfort to investors that the company has been
conducting its affairs in accordance with laws and, therefore,
their investment is safe and being taken due care of. SA will help
unearth and check these practices and also enable law-enforcing
agencies take timely corrective action by brining to book the
guilty. In the era of Corporate Governance, SA will provide
comfort to shareholders about the compliance as also to feel
secure about their investments.
(h) Prospective acquirer
The SA can be an effective due diligence exercise for the
prospective acquirer of a company or controlling interest or a
joint venture partner.
SECRETARIAL AUDIT : WHAT AND HOW I DO
„ Check and report on compliances.
·„ SA wider in scope than Compliance Certificate under
section 383A.
SA covers –
„ Listed Co: Company Law, Articles of Association, Listing
Agreement, Insider Trading Code, Takeover Code,
Depositories Act, Securities Contracts (Regulation) Act and
Rules, etc.
 Corporate Compliance Mgmt. Secretarial Audit : Compliance Audit, Reporting & Disclosures
„ Unlisted Co: Company Law, Articles of association.
„ SA is a continuous process- SA Reports are generated
quarterly and are placed before Board.
„ SA is a voluntary compliance audit.
„ The objective is to check compliances and guide the
company for compliance and better compliance.
„ SA of a listed company involves intense exercise and will
call for a higher degree of skill and greater manpower.
THE SA PROCESS
The SA process comprises the following steps :
„ Prepare checklists for verification of records (for sample
checklists, see Annex 1 below).
„ Prepare a list of documents to be checked.
„ Draw up a timetable.
„ Know the people to interact with.
„ Depute the persons to do checking.
„ Commence the SA process.
„ Review progress at suitable intervals depending upon
coverage.
„ Complete the SA.
„ Make a draft SA Report.
„ Discuss non-compliances or inadequate compliances for
corrective action, eg non-filing and late filing of forms.
„ Discuss substantive issues, eg whether Board composition
is as per cl 49 of LA; whether Takeover Code applies to the
acquisition of shares.
„ Make final SA Report. The reporting is done on
quarterly basis (for a sample quarterly report, see Annex 2
below)
The Secretary of the company places quarterly SA Report before
the Board and arranges for Annual SA Report to be approved by
Board and published in Company’s Annual Report (see Annex 3
and Annex 4).
WHY PCS IS FIT TO DO SA?
„ Practising Company Secretary (PCS) is most competent, fit
and proper professional to do SA.
„ Corporate law is the core competence of SA.
„ PCS is a highly specialized professional in matters of statute
law, and procedural and practical aspects involved in legal
compliances under various corporate laws.
ANNEX 1 : SAMPLE CHECKLISTS AND LIST OF
DOCUMENTS TO BE VERIFIED
1. Status of a company as a private company
Check whether -
„ the company’s name in the memorandum is in
accordance with the Name as stated on the Certificate of
Incorporation.
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„ the Certificate of Incorporation confirms that the company
is a private company.
„ the company has paid up share capital of at least Rs.1 lakh.
„ the company’s articles of association contain the
requirements stipulated in s. 3(1)(iii) to constitute the
company as a private company.
„ the company has complied with the four conditions
specified in s. 3(1)(iii) of the Act as contained in its articles
and there has been no contravention of any of these
conditions.
„ if any of the conditions specified in s. 3(1)(iii) was complied,
an order of the CLB had been obtained in terms of s. 43.
„ the company is a subsidiary of a public company (In this
case, though the basic structure of the company has been
kept that of a private company, all the provisions of the
Act which are applicable to a public company have been
complied with).
Documents to be verified
(a) Memorandum of association
(b) Articles of association
(c) Certificate of Incorporation
(d) Latest audited balance sheet
(e) Ledger (Share Capital Account)
(f) Register of Members.
(g) Return/s of Allotment.
(h) Names depositors, if any.
2. Loans to directors
Check whether -
„ During the relevant financial year, the company gave a
loan to any of the following parties :
(a) any director of the lending company;
(b) any director of the lending company’s holding
company;
(c) any partner of a director of the lending company;
(d) any partner of a director of the lending company’s
holding company;
(e) any relative of a director of the lending company;
(f) any relative of a director of the lending company’s
holding company;
(g) any firm in which a director of the lending company
is a partner;
(h) any firm in which any relative of a director of the
lending company is a partner;
(i) any private company of which a director of the lending
company is a member;
(j) any private company of which a director of the lending
company is a director;
(k) any body corporate at a general meeting of which not
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less than 25% or more of the total voting power is
exercised or controlled by any one or more directors
of the lending company;
(l) any body corporate, the Board of Directors, managing
director or manager whereof is accustomed to act in
accordance with the directions or instructions of the
Board, or of any director or directors, of the lending
company.
„ No compliance with section 295 was necessary because such
loan was eligible for exemption under section 295(2)
because-
(a) The company which gave the loan was a private
company not being a subsidiary of a public company;
or
(b) The loan was given by a holding company to its
subsidiary.
(c) The loan was given to a managing director or whole-
time director of the company for housing purpose
and it was in conformity with the guidelines issued
by the DCA.
„ If the loan was not eligible for exemption, the Board had
approved the giving of the loan and previous approval of
the Central Government was obtained.
„ The loan is being recovered in accordance with the terms
and conditions stipulated and if there is default, the
company took effective steps to recover the loan.
„ If the loan is secured one, security was created immediately
after the loan was disbursed and proper documentation in
connection therewith was done create effective and
foolproof security.
Documents to be verified :
(a) Minutes of the Board meeting at which the loan was
approved by the Board.
(b) Copy of the application which was made to the Department
of Company Affairs for its approval for giving the loan.
(c) Copy of the DCA’s letter giving approval for giving the
loan.
(d) Loan agreement or sanction letter.
(e) If the loan is secured one, the documents creating the
security.
(f) Ledger (to verify recovery of the loan).
3. Contracts with directors and others attracting
section 297
Check whether –
„ During the relevant financial year, the company entered
into any contract, whether a formal or informal, written or
oral-
(a) for the sale, purchase or supply of any goods or
materials;
(b) for the sale, purchase or supply of any services;
(c) for underwriting the subscription of any shares in,
or debentures of, the company, with any of the
following –
„ any director of the company;
„ any relative of any director of the company;
„ any partnership firm in which any director of the
company is a partner;
„ any partnership firm in which any relative of any
director of the company is a partner;
„ any partner of the partnership firm in which any
director of the company is a partner;
„ any partner of the partnership firm in which any
relative of any director of the company is a partner;
„ any private company in which any director of the
company is a member;
„ any private company in which any director of the
company is a director.
„ The contract did not require compliance with section 297,
either because the contract did not attract the provisions
of section 297 or it was eligible for exemption under any
of the clauses (a), (b) and (c) of sub-section (2) of section
297.
„ If the contract fell within the purview of section 297 and it
was not one of the three exempted classes, a consent to the
contract was given by the Board of Directors –
„ Either before entering into a contract; or
„ after entering into of a contract in circumstances of
urgent necessity, and in the latter case, the consent
was given within three months of the date on which
the contract was entered into.
„ The consent was given by the Board by a resolution passed
at its meeting and not otherwise (eg by a circular resolution
or in any other manner).
„ There was requisite disinterested quorum at the Board
meeting whereat the Board gave its consent to the contract
and the director who was interested in the contract had not
been counted in quorum and had not participated in the
discussion and voted on the matter at the Board meeting in
view of section 300.
Documents to be checked :
(a) Register of Contracts, Companies and Firms in which
Directors are interested [see next item].
(b) Notices of disclosure of directors’ interests in Form No.
24AA as well as specific notices received from time to time
from the directors and recorded in the minutes of Board
meetings.
(c) Minutes of Board meetings.
(d) Copies of contracts made between the company and any of
the parties mentioned above.
 Corporate Compliance Mgmt. Secretarial Audit : Compliance Audit, Reporting & Disclosures
ANNEX 2 : SAMPLE QUARTERLY SA REPORT
The Board of Directors
… Limited
SECRETARIAL AUDIT REPORT
FOR THE QUARTER ENDED ON …
In this Report -
„ “the Act” means the Companies Act 1956.
„ “the Audit Period” means the period mentioned in the
title of this report.
„ “the Board” means the Board of Directors of … Limited.
„ “BSE” means Bombay Stock Exchange Limited.
„ “the Company” means ....Limited.
„ “NSE” means The National Stock Exchange of India Limited.
Foreword
In terms of my appointment for conducting Secretarial Audit
and the instructions I received, I conducted the audit of the
records and documents maintained by the Company under
the –
„ The Act;
„ The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations 1997
„ The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations 1992; and
„ The Listing Agreement with the Stock Exchanges.
I submit my report on the Secretarial Audit relating to the three
months from … … to … ….
SECTION A : THE COMPANIES ACT AND RULES MADE
THEREUNDER
1. Status of the company as a public company [section 3(1)(iv)]
™ The Company has complied with the requirements of
section 3(1)(iv) concerning the definition of a ‘public
company’ and the minimum paid-up share capital.
2. Common seal [sections 50, 147]
™ The Company has a Common Seal with its name engraved
on it in legible characters, which is not affixed to any
document except in accordance with Article 173 of the
articles of association of the Company.
™ M/s. … (the “R&T Auditors”) have confirmed that the
Common Seal is affixed on every new share certificate
issued in lieu of the defaced, mutilated or torn ones and
issue of duplicate share certificates in lieu of the certificates
lost or destroyed.
3. Service of documents by the company on the members
[section 53]
™ The R&T Auditors have confirmed that every document
sent to any member of the Company is served on him by
the Company or by its Share Transfer Agent in accordance
with the provisions of section 53 of the Act.
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4. Renewal / exchange of a share certificate and issue of duplicate
share certificates [section 84]
™ The R & T Auditors have confirmed that, the provisions of
section 84 of the Act, the Companies (Issue of Share
Certificates) Rules 1960, the articles of association of the
Company, the guidelines/instructions issued by the SEBI
and the Listing Agreement have been complied with in
respect of the renewal/exchange of the share certificates in
lieu of the defaced, mutilated or torn ones and issue of
duplicate share certificates in lieu of the certificates lost or
destroyed.
™ During the Audit Period, the Shareholders’/Investors’
Grievance Committee has duly authorized issue of
duplicate share certificates.
5. Transfer of shares and debentures [section 108]
™ The R & T Auditors have confirmed that –
„ The requirements of section 108 of the Act, the articles
of association of the Company, the guidelines/
instructions issued by the SEBI and the Listing
Agreement have been complied with in respect of
transfer of shares of the Company received by the Share
Transfer Agent/the Company during the Audit Period;
„ All transfer applications received, except those which
have been returned for rectification or they being
otherwise invalid, have been approved by the person
duly authorised by the Board of the Company;
„ All the approved transfers have been entered in the
Register of Transfers & Transmissions and the Register
of Members; and
„ The transferees concerned have been sent the share
certificates within the stipulated time.
™ The R&T Auditor has confirmed that the necessary Statutory
Registers and Records concerning the share transfer and
incidental activities, as required by the Act are being
maintained.
6. Transmission of shares
™ The R & T Auditors have confirmed that-
„ The requirements of the articles of association of the
Company, the guidelines/instructions issued by the
SEBI and the Listing Agreement have been complied
with in respect of transmission of shares of the
Company received by them/the Company during the
Audit Period ;
„ All the applications for transmission of shares
received, except those which have been returned for
rectification or they being otherwise invalid, have
been approved by the person duly authorised by the
Board of the Company ;
„ All the approved transmissions have been entered in
the Register of Transmissions and the Register of
Members ; and
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„ The persons concerned with them have been
intimated about it and sent the share certificates within
the stipulated time.
7. Issue and Delivery of share certificates [sections 83, 84,
113, 53]
™ The R & T Auditors have confirmed that -
„ The requirements of sections 83, 84 and the
Companies (Issue of Share Certificates) Rules 1960,
the articles of association of the company, the
guidelines/instructions issued by the SEBI and the
Listing Agreement have been complied with in respect
of the share certificates issued and/or delivered
during the Audit Period ;
„ The share certificates have been delivered within the
time stipulated in section 113 of the Act and the Listing
Agreement; and
„ The share certificates have been delivered by
registered post and in the manner stated in section 53
of the Act.
8. Register and Index of Members [sections 150, 151, 153, 163]
™ A copy of the Register of Members in electronic form made
available to the company by the Share Transfer Agent is
kept at its registered office at Mumbai. It has been informed
that, a hard (print) copy of the Register of Members is not
maintained in view of the large number of members of the
company holding equity shares in the Company. However,
the company maintains the Register of Members holding
equity shares in soft copy at its registered office.
™ The R & T Auditors have confirmed that the Company has
complied with the provisions of sections 150 and 151 of the
Act regarding Register of Members and the Index of
Members respectively; and
™ The Register of Members, statutory registers and records
concerning the transfer and incidental activities are being
maintained as required by the Act and Regulation 15 of the
Securities and Exchange Board of India (Registrar to an
issue and Share Transfer Agent) Regulations, 1993.
9. Register and Index of Debenture Holders [section 152, 163]
™ The company has maintained a register of debenture
holders.
™ A copy of the Register of Debenture Holders in a print
form is kept by the company at its registered office at
Mumbai.
ANNEX 3: EXTRACT FROM BOARD’S ANNUAL REPORT
SECRETARIAL AUDIT REPORT
Dr. K.R. Chandratre, Practicing Company Secretary conducted
Secretarial Audit of the Company for the financial year ….
The Secretarial Audit report confirms that the Company has
complied with all the applicable provisions of –
„ the Companies Act, 1956;
„ Listing Agreement with the Stock Exchanges;
„ Securities Contracts (Regulation) Act, Depositories Act;
and
„ the Regulations of SEBI as applicable to the Company,
including the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 and the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
1992.
ANNEX 4 : THE ANNUAL SA REPORT AS PUBLISHED
IN THE ANNUAL REPORT
SECRETARIAL AUDIT REPORT
The Board of Directors
....Limited
I have examined the registers, records and documents of …
Limited (“the Company”) for the financial year ended on …
maintained under the provisions of –
„ The Companies Act, 1956 and the Rules made under that
Act ;
„ The Depositories Act, 1996 and the Regulations and the
Bye-laws framed under the Act ;
„ 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, 1997 The Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
1992; and
(b) The Securities and Exchnage Board of India
(Disclosure and Investor Protection) Guidelines,
2000
(c) The Securities and Exchnage Board of India (Employee
Stock Options Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999
(d) The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the Rules made under that Act;
(e) The Listing Agreement with Bombay Stock Exchange
Limited and National Stock Exchange of India
Limited and Luxembourg Stock Exchange.
1. I report, based on my examination and verification of the
records produced to me and according to the information and
explanations given to me by the Company, that the Company
has, in my opinion, complied with the provisions of the
Companies Act, 1956 (“the Act”) and the Rules made under the
Act and Memorandum and Articles of Association of the
Company, inter alia with regard to :
(a) maintenance of various statutory registers and documents
and making necessary entries therein;
(b) closure of Register of Members/Debenture Holders;
 Corporate Compliance Mgmt. Secretarial Audit : Compliance Audit, Reporting & Disclosures
(c) forms, returns, documents and resolutions required to be
filed with the Registrar of Companies;
(d) service of documents by the company on its members, and
Registrar of Companies.
(e) notice of meetings of the board and meetings of committees
of directors;
(f) the meetings of the board and of committees of the board
including passing of resolutions by circulation;
(g) the … annual general meeting held on …;
(h) the consent of the members obtained by way of special
resolutions passed through postal ballot in terms of Section
192A of the Companies Act, 1956 read with the provisions
of the Companies (Passing of the Resolution by Postal
Ballot) Rules, 2001;
(i) approval of the shareholders, secured creditors (including
debenture holders) and unsecured creditors in their
respective court convened meetings held on … in terms
of the Hon’ble Bombay High Court Order under Sections
391-394 of the Companies Act, 1956 read with the
Companies (Court) Rules, in relation to amalgamation of
Indian Petrochemicals Corporation Limited with the
Company;
(j) minutes of proceedings of General Meetings and of Board
and other meetings;
(k) approvals of shareholders, the Board of Directors, the
Committee of Directors and government authorities,
wherever required;
(l) constitution of the Board of Directors and appointment,
retirement and re-appointment of directors;
(m) appointment and remuneration of Directors including the
Managing Director and Whole-time Directors;
(n) appointment and remuneration of Auditors and Cost
Auditors;
(o) transfers and transmissions of the Company’s shares and
debentures and issue and delivery of original and duplicate
certificates of shares and debentures;
(p) declaration and payment of dividends including interim
dividend and redemption of debentures ;
(q) form of balance sheet as prescribed under Part I of Schedule
VI to the Act and requirements as to Profit & Loss Account
as per Part II of the said Schedule;
(r) transfer of certain amounts as required under the Act to the
Investor Education and Protection Fund;
(s) borrowings and registration, modification and satisfaction
of charges;
(t) Investment of Company’s funds including inter corporate
loans and investments;
(u) contracts, common seal, registered office and publication
of name of the Company; and
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(v) generally, all other applicable provisions of the Act and
the Rules made under that Act;
2. I further report that :
(a) the Company’s Directors have complied with the
requirements as to disclosure of interests and concerns in
contracts and arrangements, shareholdings/debenture
holdings and directorships in other companies and interests
in other entities.
(b) Company has obtained all necessary approvals of the
Central Government or such other authorities, as the case
may be, under the various provisions of the Act.
(c) there was no prosecution initiated against or show cause
notice received by the Company and no fines or penalties
were imposed on the Company under the Companies
Act, SEBI Act, SCRA, Depositories Act, Listing Agreement
and Rules, Regulations and Guidelines framed under
the said Acts against the Company, its Directors and
Officers.
3. I further report that the Company has complied with the
provisions of the Depositories Act, 1996 and the Bye-laws framed
thereunder by the Depositories with regard to dematerialisation
/rematerialisation of securities and reconciliation of records of
dematerialized securities with all securities issued by the
Company.
4. I further report that :
(a) the Company has complied with the requirements under
the Listing Agreements entered into with Bombay Stock
Exchange Limited, National Stock Exchange of India Limited
and Luxembourg Stock Exchange.
(b) the Company has complied with the provisions of the
Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997
with regard to the disclosures and maintenance of records
required under the Regulations.
(c) the Company has complied with the provisions of the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992 with regard to
disclosures and maintenance of records required under the
Regulations.
(d) the Company has complied with the provisions of the
Securities and Exchange Board of India (Employee Stock
Options Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 with regard to implementation of
Employees Stock Option Scheme, Grant of Options and
related disclosures and other aspects.
(e) the Company has complied with the provisions of the
Securities and Exchange Board of India (Disclosure and
Investor Protection) Guidelines, 2000 with regard to issue
and allotment of convertible warrants on preferential basis
to entities in the Promoter Group. ‰