REPORT ON CORPORATE GOVERNANCE BY LISTED COMPANIES – FORMAT OF PCS CERTIFICATE

REPORT ON CORPORATE GOVERNANCE BY LISTED COMPANIES – FORMAT OF PCS CERTIFICATE

CERTIFICATE BY COMPANY

CERTIFICATE ON CORPORATE GOVERNANCE

1.All the Directors of the Company have submitted a declaration stating that they are not debarred or disqualified by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Directors of Companies. Mr.---------, Practicing Company Secretary, has submitted a certificate to this effect.

2. A compliance certificate from Mr. ------, Practicing Company Secretary pursuant to the requirements of Schedule V to the Listing Regulations regarding compliance of conditions of Corporate Governance is attached.

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DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

WITH THE COMPANY’S CODE OF CONDUCT In terms of the Listing Regulations, I hereby confirm that all the Board members and Senior Management Personnel of the Company have affirmed compliance with the respective Codes of Conduct, as applicable to them for the year ended 31st March, 2019.

Place: --------

                                                                                                          Date:                                                                                                                                                            Managing Director 

PRACTISING COMPANY SECRETARY’S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of ------------Limited,

I have examined the compliance of the conditions of Corporate Governance by ----Limited (‘the Company’) for the year ended 31st March 2019, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations).

The compliance of the conditions of Corporate Governance is the responsibility of the management.

My examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.

It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanations given to me, and the representations made by the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations during the year ended 31st March 2019.

I state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place                                                                                                                  

   Date                                                                                                                            Practicing Company Secretary

CERTIFICATE OF NON-

DISQUALIFICATION OF DIRECTORS

(Prescribed by ICSI)

 (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

 To, The Members of

 ____(Name)_____________ ____

(Registered Office)___

I/We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of __________ Limited having CIN ________________ and having registered office at _______________ (hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my/our opinion and to the best of my/our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me / us by the Company & its officers, I/We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, ___________ or any such other Statutory Authority except Mr._____________ (DIN ____________) who has been debarred/ disqualified by ____________[give name of Statutory Authority and reason].

Sr. No.	Name of Director	DIN	Date of appointment in Company

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

                                                                                                                                            Name:

Place:                                                                                                                                 Signature:

 Date :                                                                                                                                Member No:                                                  

                                                                                                                                             CP No.: