Investor Presentaiton
ANNEXURE III TO THE BOARD'S REPORT
FORM NO. MR - 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
(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,
The Members,
MRF Limited, Chennai - 600 006.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by
MRF LIMITED, Chennai - 600 006 (CIN: L25111TN1960PLC004306)
(hereinafter called the Company), in a manner that provided me
a reasonable basis for evaluating the corporate conducts/statutory
compliances and I am expressing my opinion thereon.
Based on my verification of the Company's books, papers, minutes books,
forms and returns filed and other records maintained by the company
and also the information provided by the company, its officers, agents
and authorized representatives during the conduct of secretarial audit,
I hereby report that in my opinion, the Company has, during the audit
period covering the financial year ended 31st March, 2023 has complied
with the statutory provisions listed hereunder and also that the Company
has proper Board processes and compliance mechanism in place to the
extent and in the manner subject to the reporting made hereunder.
I have examined the books, papers, minutes books, forms and returns
filed and other records maintained by the Company for the financial year
ended 31st March, 2023 according to the provisions of:
(i)
(ii)
The Companies Act, 2013 (the Act) and the rules made thereunder;
The Securities Contracts (Regulation) Act, 1956 and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and external commercial
borrowings;
(v)
a)
The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (wherever
applicable):
The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b)
The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c)
The Securities and Exchange Board of India (Issue of capital and
disclosure requirements) Regulations, 2018;
d)
The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
e)
The Securities and Exchange Board of India (Registrars to an issue
and Share Transfer Agents) Regulations, 1993 regarding the Act and
dealing with client;
f)
g)
The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; and
The Securities and Exchange Board of India (Buy Back of Securities)
Regulations, 2018.
I have also examined compliance with the applicable clauses of the
following:
1.
Secretarial Standards issued by the Institute of Company Secretaries
of India;
2.
3.
The Listing Agreements entered into by the Company with Bombay
Stock Exchange Ltd. and National Stock Exchange of India Ltd.;
The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc.,
mentioned above.
I have reviewed the systems and mechanisms established by the Company
for ensuring compliance under applicable Acts, Rules, Regulations and
other legal requirements of the Central, State and other Government and
local authorities concerning the business and affairs of the Company
categorized under the following major heads/groups, and 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:
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