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COMPLIANCE MANAGEMENT AND DUE DILIGENCE

Secretarial Audit, Compliance Management and Due Diligence

Secretarial Audit, Compliance Management and Due Diligence

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12<br />

PP-SACM & DD<br />

(Issue and Listing of Debt Securities) Regulations, 2008 with regard to......... ;<br />

(j) the Company has complied with the provisions of the Securities and Exchange Board of India<br />

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act<br />

and dealing with client;<br />

(k) the Company has complied with the provisions of The Securities and Exchange Board of India<br />

(Delisting of Equity Shares) Regulations, 2009 with regard to delisting of Equity shares from the<br />

____ Exchange(s);<br />

(l) the Company has complied with the provisions of the Securities and Exchange Board of India<br />

(Buyback of Securities) Regulations, 1998 with regard to buy back of Equity shares.<br />

(m) the Company has complied with the Guidelines on Corporate Governance for Central Public Sector<br />

Enterprises, 2010.<br />

(n) the Company has complied with Corporate Governance guidelines for Insurance Companies,<br />

issued by IRDA in case of companies regulated by IRDA.<br />

I further report that:<br />

There are adequate systems and processes in the company commensurate with the size and operations of<br />

the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.<br />

Place: Signature<br />

Date:<br />

Name of Company Secretary/Firm:<br />

ACS/FCS No.<br />

C P No.:<br />

Note: (a) The qualification, reservation or adverse remarks, if any, should be explicitly stated at the relevant<br />

paragraphs above.<br />

(b) Parawise details of the Audit findings, if necessary, may be placed as annexure to the report.<br />

(c) The items listed above are inclusive and the list varies from company to company.<br />

LESSON ROUND UP<br />

• Secretarial Audit is the process of verification of compliance with rules, procedures, maintenance of books,<br />

records etc. by an independent professional to monitor compliance with various legal requirements.<br />

• Secretarial Audit not only ensures that the company has complied with the provisions of various laws but<br />

also extends professional help to the company in carrying out effective compliances and establishment of<br />

proper systems with appropriate checks and balances.<br />

• Secretarial Audit can prove to be an effective and multipurpose mode to assure the regulator, generate and<br />

repose confidence amongst the shareholders, creditors and other stakeholders in companies, assure<br />

Financial Institutions, including state level Financial Institutions etc. and instill self regulation and<br />

professional discipline in companies.<br />

• Secretarial Audit is of immense benefit even to larger companies which otherwise have a whole-time<br />

Company Secretary in its employment.<br />

• Secretarial Audit is an area of practice for company secretaries which demands the expertise and

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