Aishwarya Mohan Gahrana B.Sc., LL.B., A.I.I.I., F.C.S, Company Secretary in Practice New Delhi aishmghrana.me

CORPORATE DISCLOSURES Financial Disclosures Balance Sheet Profit and Loss Account Fund Flow Cash Flow Notes to Accounts Audit Report Cost Audit Report Non Financial Disclosure Non Financial Disclosure Board Report Board Report Chairperson Speech Chairperson Speech Event based Reporting Event based Reporting Forms and reports Forms and reports Precertification Precertification Secretarial Audit Secretarial Audit aishmghrana.me

SECRETARIAL AUDIT Voluntary Secretarial Audit Naresh Chandra Committee on Corporate Audit and Governance (2002) The Companies (Amendment) Bill, 2003 Corporate Governance Voluntary Guidelines st Report on Companies Bill, 2009 by the Parliamentary Standing Committee on Finance The Companies Act, 2013 aishmghrana.me

Section 204: Secretarial Audit secretarial audit report (1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed. auditing the secretarial and related records (2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company. (3) The Board of Directors, in their report made in terms of sub- section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1). aishmghrana.me

Rule 9 : C(ARMP) Rules 2014 For the purposes of sub-section (1) of section 204, the other class of companies shall be as under- (a) Every public company having a paid-up share capital of fifty crore rupees or more; or (b) Every public company having a turnover of two hundred fifty crore rupees or more. Form No MR – 3 (2) The format of the Secretarial Audit Report shall be in Form No MR – 3. aishmghrana.me

Form MR – 3 (i) (ii) (iii) (iv) (v) may be applicable specifically to the company (vi) (Mention the other laws as may be applicable specifically to the company) aishmghrana.me

??applicable specifically?? BLANKET APPLICABILITY EJUSDEM GENERIS SECTOR SPECIFIC LAWS RISK BASED APPROACH aishmghrana.me

ICICI Bank Limited YES BANK Limited DCB Bank Limited including vi. Other laws including Banking Regulation Act, 1949 applicable to the Company as per the representation given by the Company. The Banking Regulation Act, (vi) The Banking Regulation Act, applicable specifically vi. The laws as are applicable specifically to the Company are as under: 1. Bankers’ Books Evidence Act, 1891; 2. Banking Ombudsman Scheme, 2006; 3. Banking Regulation Act, 1949 & Banking Companies Rules, 1949 (as amended from time to time); 4. The Banking Companies (Period of Preservation of Records) Rules, 1985; 5. FEMA Rules, Regulations and notifications issued from time to time; 6. Prevention of Money-Laundering Act (PMLA), 2002 and The Prevention of Money- Laundering (Maintenance of Records, etc) Rules, 2005; 7. Reserve Bank of India (Amendment and Misc. Provisions) Act, 1953; 8. Reserve Bank of India (RBI) Act, 1934; and 9. Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, aishmghrana.me

ICICI Bank Limited Annual Report YES BANK Limited Annual Report DCB Bank Limited Annual Report as per the representations and clarifications made generally complied with During the period under review and as per the representations and clarifications made, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. generally complied with During the period under review, the Bank has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. Mentioned above. has complied with During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. aishmghrana.me

Secretarial Audit Stakeholders Stake Regulators Board of Directors Members Compliance of Law Penal Risk of non – compliance Reporting Uniformity aishmghrana.me

Term of References Standard terms of regulatory reference Specific terms on risk involves Reporting Uniformity aishmghrana.me