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LISTING AGREEMENT DUTIES OF COMPANY SECRETARY SECRETARIAL AUDIT DIRECTOR’S RESPONSIBILITY STATEMENT

LISTING AGREEMENT Requirement under Clause 49(I)(C)(iii) of the Listing Agreement: The Board shall periodically review compliance reports of all laws applicable to the company, prepared by the company as well as steps taken by the company to rectify instances of non compliances.

Functions of the Company Secretary [Section 205(1)] shall include: (a) to report to the Board about compliance with the provisions of this Act, the rules made there under and other laws applicable to the company; (b) to ensure that the company complies with the applicable secretarial standards; (c) to discharge such other duties as may be prescribed Mandate of Ensuring Legal Compliances by Companies has thus been created vide Companies Act, 2013, by vesting the responsibility of ensuring legal compliance on the ‘Company Secretary’. DUTIES OF COMPANY SECRETARY

Every listed company and company belonging to other class of company shall annex with its boards report, a secretarial audit report given by a company secretary in practice. [Section 204(1)] Other class of companies – Every public company having paid- up share capital of 50 crores rupees or more. Every public company having a turnover of 250 crores rupees or more. ICSI’s Mandate (Vide its Letter to Members dated December 22, 2014: “Examining and reporting whether the adequate systems and processes are in place to monitor and ensure compliance with general laws like labour laws, competition law, environmental laws.” SECRETARIAL AUDIT

Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. [Section 134(5)(f)] DIRECTOR’S RESPONSIBILITY STATEMENT

Apprentices Act, 1961, read with Apprentices Rules, 1992 Objective & Framework Objective: Regulation & Control of training of apprentices; Creation of trained manpower with skills through theoretical and practical training in number of prescribed trades and occupation. Primarily deals with matters like: a)Training & Stipend of Apprentices; their health and safety, working hours, conditions of service, leaves etc. b)Record of trainings c)Maintenance of Registers d)Filing of Records & Returns e)Contract of Apprenticeship Applicability Key Compliance & Contentious Issues

Apprentices Act, 1961, read with Apprentices Rules, 1992 Objective & Framework Industrial Establishments where an industry is carried on (Includes all entities in the private sector & public sector) Applicability Key Compliance & Contentious Issues

Apprentices Act, 1961, read with Apprentices Rules, 1992 Objective & Framework Dedicated Apprenticeship Training Web-portal ( has been launched by the Ministry of Skill Development & Entrepreneurship, Govt. Of India (to deal with majority of issues concerning Apprenticeship Training). Conditions of Service (e.g. leaves etc.) of Apprentices are at times discriminatory/less favourable as compared to regular workers/employees. Apprentices cannot claim right to employment and the status as workmen (Decided by Hon’ble Supreme Court in UP State Electricity Board vs Shri Shiv Mohan) Applicability Key Compliance & Contentious Issues

Contract Labour (Regulation and Abolition) Act, 1970, read with applicable State Rules Objective & Framework Objective: Regulate the employment of contract labour in certain establishments. Primarily deals with matters like: a)Registration of Establishment by Principal Employer (P.E.), Licensing of Contractors, Liability of Principal Employer (Canteen, rest rooms, drinking water etc. ) & Contractors (Payment of timely & minimum wages, deposit of statutory dues e.g. PF,ESI on time etc.) b)Maintenance of Registers (Muster Roll, Wages Register, Deductions Register etc.) by Contractor, as well as P.E. (Register of Contractors) c)Filing of Annual Returns by P.E.; Half Yearly Returns by Contractor; Filing of Notice of Commencement 7 Completion of Contract work. d)Displays to be made by P.E. Registration Certificate; Abstract of Act (generally in English, Hindi & local language) & Display of Rates of Wages, Hours of Work, Wage Period etc. Applicability Key Compliance & Contentious Issues

Contract Labour (Regulation and Abolition) Act, 1970, read with applicable State Rules Objective & Framework Establishment where 20 or more workman are employed on any day of the preceding 12 months as contract labour Contractor who employs or who employed on any day of the preceding 12 months, 20 or more workmen Applicability Key Compliance & Contentious Issues

Contract Labour (Regulation and Abolition) Act, 1970, read with applicable State Rules Objective & Framework  Contract Labour should not be engaged for main activities of establishment, but for ancillary activities – else same wages/salary and conditions of service need to be provided to Contract labour as is provided to Regular Workmen.  Statutory Obligations of Contract Labour need to be incorporated in contracts with Contractors, else P.E. is liable for statutory dues e.g. PF,ESI etc.  Contractor should engage in purpose as stated in the RC of PE & should provide workers as stated in PE’s RC. Applicability Key Compliance & Contentious Issues

Employees' Provident Funds and Miscellaneous Provisions Act, 1952, read with Employees Pension Scheme, 1995 Objective & Framework Objective: Regulation of provident fund, pension fund and deposit-linked insurance fund for employees in factories and other establishments. Primarily deals with matters like: a)Calculations & deposit of provident fund(PF) within prescribed statutory period; b) Filing of statutory returns (now reduced owing to Monthly ECR) c) PF Transfer, Loan against PF, Pension payments etc. Applicability Key Compliance & Contentious Issues

Employees' Provident Funds and Miscellaneous Provisions Act, 1952, read with Employees Pension Scheme, 1995 Objective & Framework Every factory/ establishment in which 20 or more persons are employed or as notified by the Central Government, even to an establishment having less than 20 persons. Applicability Key Compliance & Contentious Issues

Employees' Provident Funds and Miscellaneous Provisions Act, 1952, read with Employees Pension Scheme, 1995 Objective & Framework  What constitutes as ‘Salary’ for the purpose of PF Deduction.  ‘Salary’ for PF calculation should not be less than the ‘Minimum Wages’ (to be checked particularly in case of ‘Contract Labour’ deployed through Contractors).  Option of Voluntary Provident Fund(VPF) to be provided to employees/workers – in writing (although Employer not oblized to contribute equal amount)  Once a PF Member in any organization, cannot be left out of coverage, merely because he draws remuneration above the prescribed wage/salary ceiling (presently Rs. 15,000/- per month).  Principal Employer responsible for default of Contractor, w.r.t. statutory payments of PF contribution of Contract Labour. Applicability Key Compliance & Contentious Issues

Employment Exchange (Compulsory Notification of Vacancies) Act, 1960, read with Employment Exchange (Compulsory Notification of Vacancies) Rules, 1960 Objective & Framework Objective: Compulsory notification of all vacancies in the establishments of private sector (25 or more persons employed) & all establishments of public sector to the employment exchanges, except the following: a)Vacancies proposed to be filled through promotion or absorption of surplus staff of any branch or department of the same establishment b)On the result of any exam/interview conducted or interview held by or on recommendation of any independent agency e.g. UPSC etc. c)Employment in Private Sector(in agriculture); Employment in domestic service or to do Unskilled Job; Total duration of employment is less than 3 months. Applicability Key Compliance & Contentious Issues

Employment Exchange (Compulsory Notification of Vacancies) Act, 1960, read with Employment Exchange (Compulsory Notification of Vacancies) Rules, 1960 Objective & Framework Primarily deals with matters like:  Notification of vacancies (15 days in advance of filling up); Notification of selection result (within 15 days of selection) to Employment Exchange.  Submission of Quarterly Return; Biennial Return, Display of Abstract of Act (English & Local language) Applicability Key Compliance & Contentious Issues

Employment Exchange (Compulsory Notification of Vacancies) Act, 1960, read with Employment Exchange (Compulsory Notification of Vacancies) Rules, 1960 Objective & Framework All establishments of private sector (wherein 25 or more persons employed) & all establishments of public sector Applicability Key Compliance & Contentious Issues

Employment Exchange (Compulsory Notification of Vacancies) Act, 1960, read with Employment Exchange (Compulsory Notification of Vacancies) Rules, 1960 Objective & Framework  Lack of Awareness of Law amongst corporate entities  Directorate of Employment (State Government) creating dedicated web-portal for Registration of Establishments; Candidates; Notification of Vacancies etc. Applicability Key Compliance & Contentious Issues

Employees State Insurance Act, 1948 Objective & Framework Objective: Compulsory insurance of a specified class of wage earners against certain inevitable risks. Primarily deals with matters like: a)Calculations & deposit of ESI contribution (ESI) within prescribed statutory period; b)Filing of statutory returns (now reduced owing to electronic filings) c)Medical benefits, old age medical care, maternity benefit/bonus, unemployment allowances, dependants benefits etc. Applicability Key Compliance & Contentious Issues

Employees State Insurance Act, 1948 Objective & Framework Applicable to all factories and establishments other than seasonal factories (in which 10 or more workers are employed) Applicability Key Compliance & Contentious Issues

Employees State Insurance Act, 1948 Objective & Framework  Principal Employer responsible for default of Contractor, w.r.t. statutory payments of ESI contribution of Contract Labour.  Establishment to be registered on having 10 employees/workers (irrespective of the fact whether there is not even 1 eligible employee – i.e. Drawing salary/wages as prescribed under the Act, for applicability of this Act – presently Rs. 15,000/- per month) Applicability Key Compliance & Contentious Issues

Payment of Bonus Act, 1965, read with Payment of Bonus Rules, 1965 Objective & Framework Objective: Payment of bonus to persons employed in establishments/factory on the basis of profits or on the basis of production or productivity. Primarily deals with matters like: a)Eligibility of Bonus (employees/workers drawing salary/remuneration of Rs. 21,000/- per month), Computation of gross profits/ availability surplus of the establishment; Payment of Minimum (8.33% of Salary) & Maximum Bonus (20% of Salary); Payment within statutory time limit of 8 months of close of financial year. b)Maintenance of Registers/Records(Form A, Form B, Form C); Filing of Annual Returns(Form D) Applicability Key Compliance & Contentious Issues

Payment of Bonus Act, 1965, read with Payment of Bonus Rules, 1965 Objective & Framework a)Applicable to every factory (as defined under Factories Act) b)Establishment in which 20 or more persons are employed on any day during an accounting year.(CG may specify lesser no. of employees) Applicability Key Compliance & Contentious Issues

Employees State Insurance Act, 1948 Objective & Framework  Violation of statutory provisions (including provisions of payment of bonus, records, returns etc. - particularly by Contractors) Applicability Key Compliance & Contentious Issues

Employees‘ Compensation Act, 1923, read with Employees‘ Compensation Rules, 1924 Objective & Framework Objective: Compensation to certain classes of workmen/employees by their employers for injury which may be suffered by them, as a result of an accident during the course of employment. Primarily deals with matters like: a)Amount of compensation, liability of compensation, reporting of fatal accidents etc. b)Filing of Report of fatal accident etc., Annual Return as to compensation, Display of abstract of Act. Applicability Key Compliance & Contentious Issues

Employees‘ Compensation Act, 1923, read with Employees‘ Compensation Rules, 1924 Objective & Framework Applicable to factories/establishments, when personal injury is caused to employee (as defined in Act) resulting in total or partial disablement of the employee for a period exceeding three days by accident arising out of and in the course of his employment. Applicability Key Compliance & Contentious Issues

Employees‘ Compensation Act, 1923, read with Employees‘ Compensation Rules, 1924 Objective & Framework  Non-reporting of matters (particularly w.r.t. Contractual Workmen) Applicability Key Compliance & Contentious Issues

Minimum Wages Act, 1948 Objective & Framework Objective: Fixing minimum rates of wages in certain scheduled employments. Primarily deals with matters like: a)Payment of minimum wages, fixing hours of normal work, overtime etc. b)Maintenance of Registers & Records, issue of wage slips etc. Applicability Key Compliance & Contentious Issues

Minimum Wages Act, 1948 Objective & Framework Applicable to all scheduled employments (as specified in the schedule and the entries of the state government in the schedule, e.g. factories, commercial establishments etc.) Applicability Key Compliance & Contentious Issues

Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 Objective & FrameworkObjective - For regulation of employment of inter state migrant workman & provide for their conditions of service and matters connected therewith. Primarily deals with matters like: a)Registration of establishments b)License of Contractors, welfare and other facilities provided to the inter state workmen etc. Applicability Key Compliance & Contentious Issues

Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 Objective & Framework To every establishment/ contractors employing five or more Inter-State migrant workmen on any day of the preceding twelve months. Applicability Key Compliance & Contentious Issues

Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 Objective & Framework  Lack of awareness of this law.  Not very relevant in present day context (good amount of overlapping with Contract Labour Act provisions) Applicability Key Compliance & Contentious Issues

Industrial Employment (Standing Orders) Act, 1946 r/w rules Objective & Framework Objective: Defining the conditions of employment by the employers in industrial establishments and make the said conditions known to workmen employed by them Primarily deals with matters like:  Submission of draft Standing Orders to the certifying officer and getting the same approved.  Standing orders to cover matters like classification of workmen, hours of work, holidays, leaves, misconduct, suspension/termination rules etc.  Display of certified Standing Orders Applicability Key Compliance & Contentious Issues

Industrial Employment (Standing Orders) Act, 1946 r/w rules Objective & Framework Every industrial establishment wherein 50/100 or more workmen are employed Applicability Key Compliance & Contentious Issues

Industrial Employment (Standing Orders) Act, 1946 r/w rules Objective & Framework  Lack of awareness in workmen  Non display of certified standing orders Applicability Key Compliance & Contentious Issues

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 r/w rules Objective & Framework Objective- To protect and prevent women from any sexual harassment in their places of work & to aid them in leading a healthy and safe professional life in the society while protecting their constitutional rights and maintaining their dignity Primarily deals with matters like: a)Constitution of Internal Complaints Committee (ICC), with majority constitution of women and an external nominee who is familiar with issues of sexual harassment b)Issuance of order of ICC constitution c)Conduct awareness workshops at regular intervals d)Display of penal consequences of sexual harassment Applicability Key Compliance & Contentious Issues

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 r/w rules Objective & Framework This act is applicable if an employer has employed a women workmen in workplace Applicability Key Compliance & Contentious Issues

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 r/w rules Objective & Framework  Lack of awareness and non-seriousness of this law (particularly SME’s).  Representation of management in ICC  Lack of competency and understanding of this law in ICC members Applicability Key Compliance & Contentious Issues

Payment of Wages Act, 1936 r/w rules Objective & FrameworkObjective-To regulate payment of wages of certain classes of employed persons Primarily deals with matters like:  Display of abstract of acts & rules  Maintenance of registers, filing of returns etc  Payment of wages within 7 days/ 10 days of succeeding month Applicability Key Compliance & Contentious Issues

Payment of Wages Act, 1936 r/w rules Objective & Framework Factories, Industrial Establishment, Air transport services, inland vessels etc Applicability Key Compliance & Contentious Issues

Equal Remuneration Act, 1976 r/w rules Objective & Framework Objective: To provide for payment of equal remuneration to men & women workers & for the prevention of discrimination on ground of sex against women in matters of employment and for connected or incidental matters Primarily deals with matters like:  Register maintenance  Prohibition of discrimination of recruiting women & Payment of equal remuneration to me & women Applicability Key Compliance & Contentious Issues

Equal Remuneration Act, 1976 r/w rules Objective & Framework  Applicable to all establishment and factories Applicability Key Compliance & Contentious Issues

Payment of Gratuity Act, 1972 r/w rules Objective & FrameworkObjective: It is a social security measure for employee who have rendered continuous service for five years or more Primarily deals with matters like:  Registration of establishment  Payment of Gratuity  Display of notice/abstract of act & rules etc Applicability Key Compliance & Contentious Issues

Payment of Gratuity Act, 1972 r/w rules Objective & Framework Factory, company, shop, establishment, education institution, employing 10 or more employees Applicability Key Compliance & Contentious Issues

Factories Act, 1948 r/w rules Objective & FrameworkObjective: Regulation of Factories Primarily deals with matters like: a)Safety measures, welfare measures (clean drinking water, rest shelter, canteen, OHS etc.) b)working hours, spread over, over time etc. Applicability Key Compliance & Contentious Issues

Factories Act, 1948 r/w rules Objective & Framework Applicable to all factories wherein 10 or more persons are/were employed with the aid of power or 20 or more workers are/were employed without the aid of power, on any day in the preceding 12 months. Applicability Key Compliance & Contentious Issues

Maternity Benefit Act, 1961 r/w rules Objective & Framework Objective: To provide full and healthy maintenance of woman and her child when she is not working Primarily deals with matters like: a)Conditions for claiming benefits, b)Leave for illness arising out of pregnancy etc. c)Grant of maternity leaves, with benefits Applicability Key Compliance & Contentious Issues

Maternity Benefit Act, 1961 r/w rules Objective & Framework For all women employees either employed directly or through contractor in factories, other establishments etc. Applicability Key Compliance & Contentious Issues

Maternity Benefit Act, 1961 r/w rules Objective & Framework No difference between Temporary, Contractual or permnanet workment – hence contractor to provide benefits, else P.E. Is liable Applicability Key Compliance & Contentious Issues

Shops and Establishments Law Objective & Framework Objective: Regulation of conditions of work and employment in Shops and commercial establishments Primarily deals with matters like: a)Registration of establishment, b)Hours of employment, overtime wages, Condition of employment of women, spreadover, leaves, overtime etc. c)Display of licence d)Maintenance of Registers in prescribed format Applicability Key Compliance & Contentious Issues

Shops and Establishments Law Objective & Framework Applicable to all establishments/ commercial establishments Applicability Key Compliance & Contentious Issues

Shops and Establishments Law Objective & Framework  Violation of spreadover hours, overtime hours, rates of overtime wages  Non maintenance of Registers in prescribed formats by employers  Non display of licence Applicability Key Compliance & Contentious Issues

Contact : Ravi Chhabra (Managing Counsel)