Annual Report 2016-17

Annual Report 2016-17

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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 Personnel) Rules, 2014@

For the onancial year ended on March 31, 2017

The Members

Persistent Systems /imited

Bhageerath, 402, Senapati Bapat Road,

Pune 411 016

(CIN: /72300PN1990P/C056696)

:e have conducted the secretarial audit of the compliance of statutory provisions under the Companies Act, 2013,

regulations laid down by the Securities and E[change Board of India, Foreign E[change Regulations, EXIM /aws, STPI/

SE= Scheme, Customs and /abour /aws listed hereinafter and the adherence to good corporate practices by Persistent

Systems /imited (hereinafter called the 'Company') for the Financial Year ending March 31, 2017. Secretarial Audit

was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory

compliances and e[pressing our opinion thereon.

Management’s Responsibility

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

under the Companies Act, 2013, regulations laid down by the Securities and E[change Board of India, Foreign E[change

Regulations, EXIM /aws, STPI/SE= Scheme, Customs and /abour /aws 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 veriocation 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

E[change Board of India, Foreign E[change Regulations, EXIM /aws, STPI / SE= Scheme, Customs and /abour /aws

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 oled. 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 e[press an opinion on the secretarial compliances of the aforesaid laws done by the Company

on the basis of our audit. :e have conducted our audit solely on the basis of the compliances and oling done by the

Company under the aforesaid laws.

Based on our veriocation of books, minutes books, forms and returns oled and other records maintained and made

available to us, by the Company and also the information provided by the Company, its ofocers, agents and authorized

representatives during the conduct of secretarial audit, we report that, in our opinion, the Company has during the

onancial year ended on March 31, 2017, complied with the statutory provisions listed hereunder and also that the

Company has proper Board–processes and compliance–mechanism in place to the e[tent, in the manner and subject to

the reporting made hereinafter:

:e have e[amined the books, minutes book, forms and returns oled and other records maintained and made available

to us, by the Company for the onancial year ended on March 31, 2017, according to the provisions of:

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

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

3. Regulation 55(A)(1) of the SEBI (Depositories and Participants) Regulation, 1996

4. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

5. Foreign E[change Management Act, 1999 and the rules and regulations made thereunder to the e[tent of Foreign

Direct Investment, Overseas Direct Investment