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ANNEXURE 'C'
(Form No. MR-3)
SECRETARIAL AUDIT REPORT (b) The company in its board meeting held on March Company commensurate with the size and
ST
(FOR THE FINANCIAL YEAR ENDED 31 March, 2021) 25, 2021 decided to issue, on preferential basis, operations of the Company to monitor and
3,50,00,000 fully convertible warrants of `25/- ensure compliance with applicable laws, rules,
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014] each to be converted into one equity shares of Rs. regulations and guidelines;
2/- each at a premium of `23/- each convertible (h) The Company has entered into related party
To, Takeovers) Regulations, 2011, as amended; into shares within 18 months of allotment on transactions for the sale and purchase of
The Members, (b) The Securities and Exchange Board of India receipt of 25% of the issue price to persons material/products and paying remuneration to
Morepen Laboratories Limited belonging to promoters' group under Chapter V
(Prohibition of Insider Trading) Regulations, related party personnel. The Company confirms
We have conducted the Secretarial Audit of the 2015, as amended; of the SEBI ICDR Regulations. that all transactions, including increase in
compliance of applicable statutory provisions and the (c) The company in its board meeting, convened on remuneration, are in the ordinary course of
(c) The Securities and Exchange Board of India
adherence to good corporate practices by Morepen shorter notice, held on March 26, 2021 decided business and at arm's length;
Laboratories Limited (hereinafter called the (Issue of Capital and Disclosure to issue, on preferential basis, 3,50,00,000 fully
'Company'). Secretarial Audit was conducted in a Requirements) Regulations, 2009, as convertible warrants of `25/- each to be (I) The Company has not paid dividend to
amended; preference shareholders for more than two years
manner that provided us a reasonable basis for converted into one equity shares of `2/- each at a
evaluating the corporate conducts/statutory (d) The Securities and Exchange Board of India premium of `23/- each convertible into shares and hence the preference shareholders are
compliances and expressing our opinion thereon. (Employee Stock Option Scheme and within 18 months of allotment on receipt of 25% entitled to vote on all the matters in the General
Employee Stock Purchase Scheme) Meetings. Preference shareholders allowed to
Based on verification of the Company's books, of the issue price to persons belonging to attend the Annual General Meeting held on
Guidelines, 1999, as amended;
papers, minute books, forms and returns filed and promoters' group under Chapter V of the SEBI September 30, 2020 and Extra- ordinary General
other records maintained by the Company and also (e) The Securities and Exchange Board of India ICDR Regulations. Meeting held on November 05, 2020 through
the information provided by the Company, its (Issue and Listing of Debt Securities) (d) the Board of Directors of the Company is duly video conferencing and vote by e voting.
officers, agents and authorized representatives Regulations, 2008, as amended; constituted with proper balance of Executive
during the conduct of secretarial audit, we hereby (f) The Securities and Exchange Board of India Directors, Non-Executive Directors and (j) In the matter of Scheme of Arrangement and
report that in our opinion, the Company has, during (Registrars to an Issue and Share Transfer Independent Directors. The changes in the Compromise ('the Scheme') U/s. 391 of the
the audit period covering the financial year ended on Agents) Regulations, 1993 regarding the composition of the Board of Directors that took Companies Act, 1956, the Hon'ble NCLT,
March 31, 2021 complied with the statutory Chandigarh, vide its order dated March 12, 2018
Companies Act and dealing with client; place during the period under review were set aside the Scheme in respect of fixed deposit
provisions listed hereunder and also that the carried out in compliance with the provisions of
Company has proper Board-processes and (g) The Securities and Exchange Board of India the Act; ('FD') holders who were still holding equity shares
(Delisting of Equity Shares) Regulations, allotted as per the Scheme, however the
compliance-mechanism in place to the extent, in the
2009; and The company was required to appoint operation of aforesaid order was stayed by
manner and subject to the reporting made
independent women director under the Hon'ble NCLAT vide its order dated April 27,
hereinafter: (h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998, as regulation 17 of the Securities and Exchange 2018.
We have examined the books, papers, minute books, Board of India (Listing Obligations and Disclosure
amended; On July 23, 2019, the Hon'ble NCLAT upheld the
forms and returns filed and other records maintained Requirements) Regulations, 2015, as amended
by the Company for the financial year ended on We have also examined compliance with the from April 1, 2020 but the company appointed an order passed by Hon'ble NCLT, Chandigarh,
March 31, 2021 according to the provisions of: applicable clauses of the following: independent woman director Dr. Savita w.e.f., inter-alia, cancelled the equity shares (except
those who had traded/ transferred) and refund of
(I) The Companies Act, 2013 (the 'Act') and the Rules (I) The provisions envisaged in the Securities and June 22, 2020 thereby attracted show cause FD dues as per the CLB Scheme dated
made there under; Exchange Board of India (Listing Obligations and notice and penalty from National Stock Exchange 19.08.2003.
Disclosure Requirements) Regulations, 2015, as of India and BSE. The company paid the fine
(ii) The Securities Contracts (Regulation) Act, 1956 The company has sought surrender of aforesaid
amended. under protest, which however was waived off by
('SCRA') and the rules made there under; equity shares by way of individual notice to each
NSE and BSE.
(ii) The Secretarial Standards issued by the Institute
(iii) The Depositories Act, 1996, as amended, and the (e) adequate notice, is given to all the directors to eligible FD holders and issued 'Public Notice' in
Regulations and Bye-laws framed there under; of the Company Secretaries of India (ICSI). the newspapers i.e., 'Financial Express' - English
schedule the Board Meetings, agenda and
We further report that: and 'Jansatta' in the Hindi both published on
(iv) Foreign Exchange Management Act, 1999 and detailed notes on agenda were sent at least seven
the rules and regulations made there under to the (a) The company convened an Extra ordinary days in advance and a system exists for seeking 15.08.2019, before such cancellation. The
company had received 33,54,500 equity shares
extent of Foreign Direct Investment, Overseas General Meeting of the company held on and obtaining further information and of `2/- each share till March 31, 2021.
Direct Investment and External Commercial November 5, 2020 to take the consent of clarifications on the agenda items before the
Borrowings; members for the issue, on preferential basis, meeting and for meaningful participation at the Till date 4,953 no. of fixed deposit holders
16,85,00,000 fully convertible warrants of `25/- submitted 50,38,983 Equity Shares for
(v) The following Regulations and Guidelines meeting;
each to be converted into one equity shares of cancellation, with the company and provided
prescribed under the Securities and Exchange (f) all the resolutions have been passed their bank and identification particulars for
Board of India Act, 1992 ('SEBI Act'): `2/- each at a premium of `23/- each convertible unanimously and did not find any dissenting
into shares within 18 months of allotment to payment of their FD dues. All these FD holders
(a) The Securities and Exchange Board of India persons belonging to promoters' group under views in the minutes; were paid their entire FD dues as per terms of
(Substantial Acquisition of Shares and Chapter V of the SEBI ICDR Regulations. (g) there are adequate systems and processes in the Hon'ble NCLT order dated 12.03.2018. The