Page 146 - BCML AR 2019-20

STATUTORY SECTION

AnnExuRE Ix
foRm No. mR-3
secRetaRiaL aUdit RepoRt

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To iv) The Foreign Exchange Management Act, 1999 and the Rules
The Members, and Regulations made thereunder to the extent of Foreign
BALRAMPuR CHInI MILLS LIMITED Direct Investment, Overseas Direct investment and External
FMC Fortuna, 2nd Floor, Commercial Borrowings;
234/3A, A J C Bose Road, v) The Regulations and Guidelines prescribed under the Securities
Kolkata – 700020
& Exchange Board of India Act, 1992 (“SEBI Act”) or by SEBI, to
We have conducted the Secretarial Audit of the compliance of the extent applicable:
applicable statutory provisions and the adherence to good corporate a) The Securities and Exchange Board of India (Substantial
practices by BALRAMPUR CHINI MILLS LIMITED (hereinafter called Acquisition of Shares and Takeover) Regulations, 2011;
“the Company”). The Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate b) The Securities and Exchange Board of India (Prohibition of
conduct/statutory compliances and expressing our opinion Insider Trading) Regulations, 2015;
thereon.
c) The Securities and Exchange Board of India (Issue of
The Company’s Management is responsible for preparation and Capital and Disclosure Requirements) Regulations, 2018;
maintenance of secretarial and other records and for devising proper d) The Securities and Exchange Board of India (Share Based
systems to ensure compliance with the provisions of applicable Employee Benefits) Regulations, 2014;
laws and regulations.
e) The Securities and Exchange Board of India (Issue and
Based on our verification of the books, papers, minute books, forms listing of Debt securities) Regulations, 2008;
and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, f) The Securities and Exchange Board of India (Registrars to
agents and authorized representatives during the conduct of the an Issue and Share Transfer Agents) Regulations, 1993;
Secretarial Audit, we hereby report that in our opinion, the Company g) The Securities and Exchange Board of India (Delisting of
has, during the audit period covering the financial year ended on Equity Shares) Regulations, 2009;
31st March, 2020, complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes h) The Securities and Exchange Board of India (Buyback
and compliance mechanism in place to the extent, in the manner of Securities) Regulations, 2018 (the SEBI Buyback
and subject to the reporting made hereinafter: Regulations)
We have examined the books, papers, minute books, forms and i) The Securities and Exchange Board of India (Listing
returns filed and other records maintained by the Company for the Obligations and Disclosure Requirements) Regulations,
financial year ended on 31st March, 2020, to the extent applicable, 2015 (the Listing Regulations)
according to the provisions of: vi) Other than fiscal, labour and environmental laws which
i) The Companies Act, 2013 (as amended) (the Act) and the Rules are generally applicable to all manufacturing companies,
made thereunder; the following laws/acts are also, inter alia, applicable to the
Company:
ii) The Securities Contracts (Regulation) Act, 1956 and Rules made
thereunder; a) The Sugar Cess Act, 1982 and Rules made there under;
iii) The Depositories Act, 1996 and Regulations and Bye-laws b) The Sugar Development Fund Act, 1982 and rules made
framed thereunder; there under;

144 | Balrampur Chini Mills Limited