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ANNEUXRE 'C-1'
Form - MR-3 and did not find any dissenting views in the minutes. capital of the company; (b) issue of 1,01,69,875
SECRETARIAL AUDIT REPORT I further report that there are adequate systems fully convertible warrants of Rs. 30/- each to be
ST
(FOR THE FINANCIAL YEAR ENDED 31 March, 2021) and processes in the company commensurate with converted into one equity shares of Rs. 10/- each,
convertible into shares within 12 months from the
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and the size and operations of the company to monitor date of allotment, on preferential basis.
Remuneration of Managerial Personnel) Rules, 2014] and ensure compliance with applicable laws, rules,
regulations and guidelines. (b) In the board meeting held on March 24, 2021
To (c) The Securities and Exchange Board of India allotted 1,01,69,875 fully convertible warrants of
The Members (Issue of Capital and Disclosure I further report that during the audit period the Rs. 30/- each to be converted into one equity
Dr. Morepen Limited Requirements) Regulations, 2018; company has-
shares of Rs. 10/- each convertible into shares
I have conducted the secretarial audit of (d) The Securities and Exchange Board of India (a) Convened an Extra-Ordinary General Meeting within 12 months of allotment on receipt of 25%
th e compliance of applicable statutory provisions (Share Based Employee Benefits) Regulations, on March 18, 2021 to take the consent of of the issue price.
and the adherence to good corporate practices by Dr. 2014; members for (i) increase of authorized share
Morepen Limited (hereinafter called the 'company'). (e) The Securities and Exchange Board of India For Aakash Jain & Associates
Secretarial Audit was conducted in a manner that
(Issue and Listing of Debt Securities) (Company Secretaries)
provided me a reasonable basis for evaluating the
Regulations, 2008;
corporate conducts/ statutory compliances and
expressing my opinion thereon. (f) The Securities and Exchange Board of India Aakash Jain
(Registrars to an Issue and Share Transfer
Based on my verification of the Company's books, Practicing Company Secretary
Agents) Regulations, 1993 regarding the
papers, minute books, forms and returns filed and Mem. No. F11155
Companies Act, 2013 and dealing with client;
other records maintained by the company and also Date: - 27th July, 2021 CP No. 21327
the information provided by the Company, its (g) The Securities and Exchange Board of India Place: - New Delhi UDIN: - F011155C000690273
officers, agents and authorized representatives (Delisting of Equity Shares) Regulations, Note :-
during the conduct of secretarial audit, I hereby 2009;
1. This report is to be read with my letter of even date which is annexed as 'Annexure A' and forms an integral part of
report that in my opinion, the company has, during (h) The Securities and Exchange Board of India
the audit period covering the financial year ended on (Buyback of Securities) Regulations, 2018; this report.
March 31, 2021 ('Audit Period') complied with the 2. We have conducted online verification & examination of records, as facilitated by the Company, due to Covid-19
I have also examined compliance with the applicable
statutory provisions listed hereunder and also that clauses of the following: and subsequent lockdown situation for the purpose of issuing this report.
the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the (i) Secretarial Standard on Meetings of the Board of
manner and subject to the reporting made Directors and Secretarial Standard on General
hereinafter: Meetings as issued and revised thereof by The
Institute of Company Secretaries of India (“ICSI”).
I have examined the books, papers, minute books,
forms and returns filed and other records maintained During the period under review the Company has
by the Company for the financial year ended on complied with the provisions of the Act, Rules,
March 31, 2021 according to the provisions of: Regulations, Guidelines, Standards, etc. as
mentioned above.
(i) The Companies Act, 2013 ('the Act') and the rules
made thereunder; I further report that
(ii) Foreign Exchange Management Act, 1999 and The Board of Directors of the Company is duly
the rules and regulations made thereunder to the constituted with proper balance of Executive
extent of Foreign Direct Investment, Overseas Directors, Non-Executive Directors and Independent
Direct Investment and External Commercial Directors. The changes in the composition of the
Borrowings; Board of Directors that took place during the period
under review were carried out in compliance with the
(iii) The following Regulations and Guidelines
provisions of the Act.
prescribed under the Securities and Exchange
Board of India Act, 1992 ('SEBI Act'):- Not Adequate notices were given to all directors to
Applicable schedule the Board Meetings, agenda and generally
detailed notes on agenda were sent at least seven
(a) The Securities and Exchange Board of India
days in advance, and a system exists for seeking and
(Substantial Acquisition of Shares and
obtaining further information and clarifications on
Takeovers) Regulations, 2011;
the agenda items before the meeting and for
(b) The Securities and Exchange Board of India meaningful participation at the meeting.
(Prohibition of Insider Trading) Regulations,
All the resolutions have been passed unanimously
2015;