Annual Report 2016-17

•

:e have also e[amined compliance with the applicable clauses of the following:

•

Secretarial Standards issued by the Institute of Company Secretaries of India to the e[tent it is applicable.

Our report is, therefore, based on the personal visits and veriocation of records made available at the Pune location. :e

have not visited the premises located at Bengaluru, Goa, Hyderabad and Nagpur to check the compliance status and our

compliance report is based on the records which were made available for audit of the aforesaid locations.

During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards mentioned above subject to the following observations:

a. Pursuant to Section 89 of the Act, the Company has not oled in si[ instances forms with the Registrar of Companies,

within the prescribed time, intimating change in beneocial interest on transfer of shares to the employees pursuant

to the e[ercise of vested stock options during the period under report. As informed by the Company, non-oling of

forms within prescribed time limit, was due to technical issues being faced with the MCA website.

b. Pursuant to Section 125 of the Act, the Company has not oled Form IEPF - 2 within prescribed limit of 90 days

during the period under report. As informed by the Company, non-oling of Form within prescribed time limit was

due to non-availability of the Form on MCA portal, within the prescribed time.

:e further report that the Board of Directors of the Company is duly constituted with proper balance of E[ecutive

Directors, Non-E[ecutive Directors and Independent Directors. During the year under review, appointment of

Mr. Thomas Kendra, Director (DIN: 07406678) was conormed at the Annual General meeting held on July 22, 2016 and

Dr. Anant Jhingran (DIN: 05116722) resigned from the directorship with effect from November 3, 2016.

Adequate notice, agenda and detailed notes on agenda are given to all directors to schedule the Board Meetings at least

seven days in advance.

Based on the information provided by the Company, a system e[ists for seeking and obtaining further information and

clariocations on the agenda items before the meeting and for meaningful participation at the meeting.

Based on inspection of the minutes of the Board of Directors, there were no dissenting views mentioned by the members

of the Board of Directors.

:e further report that there are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

A quarterly compliance certiocate issued by the Company Secretary is placed before the Board in its meeting.

For SKO and Associates

Company Secretaries

Shridhar Kulkarni

Partner

FCS No.: F-5631

CP No.: 3950

Place: Pune

Date: May 30, 2017