FORM NO MR-3 SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Secretarial Audit Report for the financial year ending on 31st March 2018
Aroma Enterprises (India) Limited Ahmedabad
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aroma Enterprises (India)Limited (hereinafter referred asthe"Company"). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Aroma Enterprises (India) Limited books papersminute books forms and return filed and other records maintained by the Company and alsothe information provided by the Company its Officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31/03/2018 complied with the statutory provisions listed hereunder and also that theCompany has proper Board - processes and compliance - mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:
I have examined the books papers minutes books forms and returns filed and otherrecords maintained by Aroma Enterprises (India) Limited for the financial yearending on 31/03/2018 according to the provisions of:
i) The Companies Act 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulations) Act 1956 ('SCRA') and the rules madethereunder;
iii) The Depository Act 1996 and the Regulations and Bye - laws framed thereunder;
iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder;
v) The following Regulations and Guidelines prescribed under the Securities andExchange
Board of India Act 1992 ('SEBI Act'): 7
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 1992;
c. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
vi) Cigarettes and Other Tobacco Products (Prohibition of Advertisement and Regulationof Trade and Commerce Production Supply and Distribution) Act 2003 (COPTA)
I have also examined compliance with the applicable clauses of the following:
a. Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI);
b. The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE).
c. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned hereinabove to the extent of itsapplicability.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non - Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting member's views are capturedand recorded as part of the minutes.
I further report that
There are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
|Date: 30.05.2018 || |
|Place: Udaipur || |
| ||SD/- |
| ||Shubham Agrawal |
| ||FCS No.: 8192 |
| ||CP No.: 10640 |