Persistent Systems

104

• Annual Report 2018-19

Shaping the future of software driven business

Annexure A to the Report of the Directors

Form No. MR-3

Secretarial Audit Report

[Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

for the financial year ended on March 31, 2019

The Members

Persistent Systems Limited

Bhageerath, 402 Senapati Bapat Road,

Pune 411 016

(CIN: L72300PN1990PLC056696)

We have conducted the secretarial audit of the compliance of statutory provisions under the Companies Act, 2013, regulations

laid down by Securities and Exchange Board of India, Foreign Exchange Regulations, EXIM Laws, STPI/SEZ Scheme and

Customs listed hereinafter and the adherence to good corporate practices by Persistent Systems Limited (hereinafter called

the “Company”) for the financial year ending March 31, 2019. Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management’s Responsibility

Management is responsible for the preparation and filing of all the forms, returns, documents for the compliances under

the Companies Act, 2013, regulations laid down by Securities and Exchange Board of India, Foreign Exchange Regulations,

EXIM Laws, STPI/SEZ Scheme and Customs listed hereinafter, and to ensure that they are free from material non-compliance,

whether due to fraud or error.

Secretarial Auditor’s Responsibility

Secretarial Audit is a process of verification of records and documents on sample basis to check compliance with the provisions

of laws and rules/procedures under the Companies Act, 2013, regulations laid down by Securities and Exchange Board of India,

Foreign Exchange Regulations, EXIM Laws, STPI / SEZ Scheme and Customs listed hereinafter. The procedure for secretarial

audit is selected on the secretarial auditor’s judgment, including the assessment of the risks of material non-compliance of the

documents filed. In making those risks assessments, the secretarial auditor considers internal control relevant to the Company’s

preparation and fair presentation of the documents in order to design secretarial audit procedures that are appropriate in the

circumstances.

Our responsibility is to express an opinion on the secretarial compliances of the aforesaid laws done by the Company on the

basis of our audit. We have conducted our audit solely on the basis of the compliances and filing done by the Company under

the aforesaid laws.

Based on our verification of books, minutes books, forms and returns filed and other records maintained and made available

to us, by the Company and also the information provided by the Company, its officers, agents and authorized representatives

during the conduct of secretarial audit, we report that, in our opinion, the Company has during the financial year ended on

March 31, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes

and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, minutes book, forms and returns filed and other records maintained and made available to us,

by the Company for the financial year ended on March 31, 2019, according to the provisions of:

The Companies Act, 2013 (the Act) and the rules made thereunder;

The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

Regulation 55(A) (1) of the SEBI (Depositories and Participants) Regulations, 1996;

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act’):

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;