(For the Companys Financial Year from 1st April 2017 to 31st March 2018)[Pursuant to Section 204(1) of the Companies Act 9013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Board of Directors MICROSE INDIA LIMITED 421 MAKER CHAMBER-V
NARIMAN POINT MUMBAI - 400 021
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by MICROSE INDIA LIMITED("The Company") CIN L32201MH1988PLC152404 for the audit period covering thefinancial year ended on 31st March 2018. Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
I report that
a) Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on existence of adequate board processand compliance management system commensurate to the size of the company based on thesesecretarial records as shown to me during the said audit and also based on the informationfurnished to me by the officers and agents of the company during the said audit.
b) I have followed the audit practices and process as were appropriate to the best ofour understanding to obtain reasonable assurance about the correctness of the contents ofthe Secretarial records. The verification was done on test basis to ensure that correctfacts are reflected in Secretarial records. I believe that the process and practices Ifollowed provide a reasonable basis for my opinion.
c) I have checked the board process and compliance management system to understand andto form an opinion as to whether there is an adequate system of seeking approval ofrespective committees of the board of the members of the company and of other authoritiesas per the provisions of Companies Act 2013 and of various statutes as referred in theaforesaid secretarial audit report.
d) Where ever required I have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
e) The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedure on test basis.
f) The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
made by the Management I hereby report that in my opinion the Company has during theaudit period ended on Financial year ended March 2018 ("Audit Period)complied with the statutory provisions listed hereunder and also that the Company hasproper Board- processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 2018 according tothe provisions of:
I. The Companies Act 2013 (the Act) and the Rules made there under;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade there under;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
IV. Secretarial Standards with regard to Meeting of Directors(SS-l) and General Meeting(SS-2) issued by The Institute Of Company Secretaries of India.
V. The following Acts Regulations and Guidelines to the extent applicable prescribedunder the Securities and Exchange Board of India Act 1992 ('SEBI Act):-
a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011;
c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Argents) Regulations 1993 regarding the Companies Act and dealing with client;
VI. The Securities and Exchange Board of India (Stock Brokers & Sub-Brokers)Regulations 1992 except those provisions and guidelines circulars master circulars anddirections issued by the Securities and Exchange Board of India or the Stock Exchanges andapplicable to the Company as stock broker relating to its day-to-day operations in theordinary course of business
VII. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings. (There were no External Commercial Borrowing and Overseas DirectInvestment hence compliance requirements for the same are" Not Applicable" forthe year under the review .There were no instances of Foreign Direct Investment receivedduring the year.)
VIII. The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
During the period under the review company has complied with the provisions of Acts.Rules Regulations Guidelines Standards etc mentioned above. The Company has beenfiling the forms and returns with the Registrar within the prescribed time.
We have not examined compliance by the company with applicable financial laws likedirect and indirect tax laws since the same have been subject to review by the statutoryauditors and other designated professionals.
During the period under review provisions of the following regulations were notapplicable to the Company:
b. *The Securities and Exchange Board of India (Delisting of Equity Shares)
c. *The Securities and Exchange Board of India (Buyback of Securities) Regulations
d. *The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
e. *The Securities and Exchange Board of India (Employee Stock Option Sc erne andEmployee Stock Purchase Scheme) Guidelines 1999
*No event took place under these regulations during the Audit period.
With reference to the compliance of Industry Specific Acts of the company the companybeing a NBFC Company they need to ensure relevant provisions and process on periodicalbasis In this regard I have relied upon Management Representation issued to me and alsoreport of Statutory and Internal Auditors. My report of compliance would be limited totheir reporting and subject to the observations and comments made by them in their reportif any.
I believe that the Audit evidence which I have obtained is sufficient and appropriateto provide a basis for my audit opinion. In my opinion and to the best of the informotionand according to explanations given to me I believe that the compliance management systemof the Company is adequate to ensure compliance of laws rules regulations and guidelinesetc specifically applicable to the Company.
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. There were nochanges in the composition of the Board of Directors during the period under review.
Adequate notices alongwith agenda & detailed notes are given to all directors and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting. Decisionsat the Board Meetings as represented by the management were duly taken on the basis onmajority as recorded in the Minutes of the meetings of the Board of Directors.
As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the board were unanimous and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the period under review I have following observations:
* The Company had not appointed the Company Secretary as required as per section 203 ofthe Companies Act 2013 read with Regulation 6 of the Securities and Exchange board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. HoweverManagement of the company informed that all necessary efforts have been regularly made tofilling-up the vacancy but No suitable candidate reported to the company during the periodunder review.
. I further report that as per Regulation 15 of The Securities and Exchange board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 compliance withthe corporate governance provisions as specified in regulations 17
The Company has been registered as NBFC (Non-Banking Financial Company) underSection 45IA of the Reserve Bank of India Act 1934. As per the information search out atthe website of the Reserve Bank of India as on date of this report the NBFC (Non-BankingFinancial Company) status of the company is not traceable. Hence I am not able to form anopinion as to whether the said non-traceable status was also applicable on the companyduring the period under scrutiny or not.
|For Akash Jain ' |
|Company Secretaries |
FCS: 9617 C.P.: 9432 Place : Agra Date : 08.08.2018