35 4. Secretarial Audit Report Form number MR – 3 Secretarial Audit Report For the financial year ended on March 31, 2023 {Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014} To the members of Atul Ltd We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Atul Ltd (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts | statutory compliances and expressing our opinion thereon. Based on our verification 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 authorised representatives, during the conduct of the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023, 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: 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 March 31, 2023, according to the provisions of: i. The Companies Act, 2013 (Act ) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder; iii. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder; iv. The 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, 2015 c. 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 and Sweat Equity) Regulations, 2021 e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 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, 2021 h. The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 i. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 Other sector specific laws as applicable to the Company, including product laws, pollution laws, manufacturing laws and safety laws as per confirmations of compliances placed before the Board of Directors, for our verification carried out on test-check basis and considered as assurance for existence of proper compliance management system. However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point (c), (d), (e) and (g) of paragraph (v) mentioned hereinabove during the period under review. 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 BSE Ltd and National Stock Exchange of India Ltd and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).
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