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5. Secretarial Audit Report

The Secretarial Audit Report for The Metal Powder Company Limited confirms compliance with statutory provisions and good corporate practices for the financial year ending March 31, 2023. The audit found that the company maintained proper records and adhered to the Companies Act, 2013, including the constitution of committees and the conduct of meetings. Changes in the Board of Directors and Key Managerial Personnel were also documented, with adequate systems in place to monitor compliance with applicable laws.

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12 views

5. Secretarial Audit Report

The Secretarial Audit Report for The Metal Powder Company Limited confirms compliance with statutory provisions and good corporate practices for the financial year ending March 31, 2023. The audit found that the company maintained proper records and adhered to the Companies Act, 2013, including the constitution of committees and the conduct of meetings. Changes in the Board of Directors and Key Managerial Personnel were also documented, with adequate systems in place to monitor compliance with applicable laws.

Uploaded by

kumarjitender85828
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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Annexure-6 To the Directors’ Report

D. Sivasubramanian B.A.,L.L.B, F.I.I.I,FCS


Company Secretary in Practice
D/95, 6th Cross Street,
Maharaja Nagar,
Tirunelveli – 627011
e-mail: [email protected]

Form No. MR-3


SECRETARIAL AUDIT REPORT
Pursuant to section 204(1) of The Companies Act, 2013
FOR THE FINANCIAL YEAR ENDED 31-MARCH-2023

To,
The Members,
The Metal Powder Company Limited

I have conducted the secretarial audit of the compliance of applicable


statutory provisions and the adherence to good corporate practices by The
Metal Powder Company Limited (hereinafter called the company). Secretarial
Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts, statutory compliances and expressing my
opinion thereon.

Based on my verification of the books, papers, minute 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 on 31 March 2023 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;

I have examined the books, papers, minute books, forms and returns filed
and other records maintained by The Metal Powder Company Limited (“the
Company”) for the financial year ended on 31-Mar-2023 according to the
provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

I further report that the Company has, in my opinion, complied with the
provisions of the Companies Act, 2013 and the Rules made under that Act as
notified by Ministry of Corporate Affairs and the Memorandum and Articles of
Association of the Company, with regard to;
a) Maintenance of various statutory registers and documents and making
necessary entries therein;

b) Forms, returns, documents and resolutions required to be filed with the


Registrar of Companies and the Central Government;

c) Service of documents by the Company on its Members, Auditors and the


Registrar of Companies;

d) Notice of Board Meetings and Committee meetings of Directors;

e) The Company has properly constituted Audit Committee, Nomination and


Remuneration Committee and Corporate Social Responsibility
Committee.

f) The 60th Annual General Meeting of the Company was held on 22 nd


September 2022.

g) Minutes of proceedings of General Meetings and of the Board and its


Committee meetings was duly recorded as per the provisions of the act
and secretarial standards.

h) Approvals of the Members, the Board of Directors, the Committees of


Directors and the government authorities, wherever required;

i) Constitution of the Board of Directors / Committee(s) of Directors,


appointment, retirement and reappointment of Directors.

j) Appointment and remuneration of Statutory Auditors, Secretarial Auditor


and Cost Auditors;

k) Transfers and transmissions of the Company’s shares and issue and


dispatch of duplicate certificates of shares [The Company has obtained
ISIN (INE04BQ01015) from NSDL and appointed S.K.D.C Consultants
Limited as its Registrar and Transfer Agent and to handle
dematerialization request for its shareholders. The Company has also
been admitted in another depository, CDSL. The company has not made
any transfer of shares in physical form following the restriction contained
in MCA Notification dated 10th September 2018 which came into effect
from 2nd October 2018. ]

l) Declaration and payment of dividends;

m) There is no amount required to be transferred under the Act to the


Investor Education and Protection Fund and Uploading of details of
unpaid and unclaimed dividends in the websites of the Company and the
Ministry of Corporate Affairs was dealt with as per the procedure
envisaged.
n) Borrowings and registration, modification and satisfaction of charges
wherever applicable.

o) Contracts, common seal, registered office and publication of name of the


Company; and

p) Generally, all other applicable provisions of the Act and the Rules made
under the Act,

Other Acts

(ii) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Import and Export of
Goods of the Company. The Company has been allotted an IEC
number 0488000068 by DGFT.

(iii) Labour laws & Contract Labour (Regulations & Abolition) Act, 1970 as
applicable.

(iv) The Air(Prevention and control of Pollution) Act, 1974.

(v) The water (Prevention and control of pollution) Act ,1974.

(vi) The Environment (Protection Act), 1986.

I have also examined compliance with the applicable clauses of the


Secretarial Standards issued by the Institute of Company Secretaries of India.

I further report that

The Board of Directors of the Company is duly constituted with proper


balance of Executive Directors, Non-Executive Directors and Independent
Directors.

During the Period under review, the following changes took place in the
composition of Board.

The second term of office of Sri N Nagarajan as Independent Director of the


Company expired on 15th August 2022. To fill up the vacancy, the Board
appointed Sri K. Balakrishnan holding DIN: 00144462 as an Additional Director
(Non-Executive & Independent) on the Board of the Company w.e.f. 14.11.2022
to hold office for a period of 3 years, subject to the approval of the members in
the ensuing General Meeting.

The following changes occurred in the composition of Key Managerial


Personnel.
Sri A. Karthiswaran ceased to be the Company Secretary with effect from
16.07.2022 and SmtG. Gomathi Meenakshi was appointed as the Company
Secretary of the Company with effect from 16.07.2022.

Sri P. Senthil Kumar ceased to be the Chief Financial officer of the


Company with effect from 10.05.2022 and Sri S. Senthil Murugan was
appointed as the Chief Financial officer of the Company with effect from
16.07.2022.
The relevant e Forms (DIR-12) have been filed with ROC for the above
changes in composition of KMP.

The various compliances done by the company and the compliances to be


done are tabled in the board meetings as a compliance report. The report is
discussed in the board meetings and the details of the same are properly
recorded in the minutes of the meeting.

I 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.

Subsidiary Companies : The Company has two subsidiaries (1) Nalco


Metal Products Limited (2) MDL Industries Limited and two associate
Companies (a) Aluminium Powder Company Limited and (b) Pandian
Chemicals Limited

This report is to be read with my letter of even date which is annexed as


annexure and forms an integral part of this report.

Place : Tirunelveli D.SIVASUBRAMANIAN


Date : 14-August-2023 Company Secretary in practice
UDIN : F000634000797606 FCS No. 634 CP No. 1981
Annexure to the Secretarial audit report of The Metal Powder

Company Limited for the year ended 31-March-2023

To,

The Members
The Metal Powder Company Limited

My report of even date is to be read along with this letter

1. Maintenance of Secretarial and other records is the responsibility of


the management of the company. My responsibility is to express an
opinion on these secretarial standards based on my audit.

2. I have followed the audit practices and processes as were appropriate


to obtain reasonable assurance about the correctness of the contents
of the Secretarial and other statutory records. The verification was
done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices I have
followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial


records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management Representation


about the compliance of laws, rules and regulations and happening of
events etc.

5. The Compliance of the provisions of Corporate and other applicable


laws, rules and regulations standards is the responsibility of the
management. My examination was limited to the verification of
procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future


viability of the company nor the efficacy or effectiveness with which the
management has conducted the affairs of the Company.

D.SIVASUBRAMANIAN
Practising Company Secretary
Membership No. FCS634
Certificate of Practice No. 1981

Date : 14-August-2023
Place : Tirunelveli
UDIN : F000634000797606

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