By Himanshu V. Kishnadwala
Chartered Accountant
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Assam Company India Ltd. (31-12-2010) Himanshu V. Kishnadwala Chartered Accountant From published accounts From Auditors Certificate regarding compliance of Conditions of Corporate Governance
3. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement except in respect of the following items:
(a) During the period 25th November, 2009 to 6th May, 2010 the audit committee of the Board of Directors had only two directors instead of three directors.
(b) The quorum for the meeting of the audit committee of the Board of Directors held on 29th January, 2010 had only one independent member instead of two independent directors.
(c) As stated in paragraph 4 of the Report of Corporation Governance, the Chairman of the audit committee has not attended the last Annual General Meeting.
(d) The Report on Corporate Governance has not disclosed the non-compliance by the Company in respect of delayed and/or non-submission of the Limited Review Report of the Statutory Auditors on the unaudited results to the stock exchanges during the last three years.
(e) The Company has not submitted the certificate from auditors or practising company secretaries regarding compliance of conditions of corporate governance along with the annual report filed by the Company for the year ended 31st December, 2009 to the stock exchanges.
From Directors’
Report Auditors’ observations
In accordance with the Listing Agreement with the Stock Exchanges the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditors Certificate is attached.
The remarks in the Auditor’s Certificate are explained hereunder:
1. Clause 3(a), 3(b):
In terms of Clause 49(I)(c)(iv) of the Listing Agreement, the Board may appoint a new independent director within a period of not more than 180 days from the day of such removal or resignation of a Director as the case may be. This requirement has been complied with.
2. Clause 3(c): This remark has already explained in the Report of Corporate Governance, 2010.
3. Clause 3(d): The Limited Review Report shall be forwarded to the concerned authorities on receipt from the Statutory Auditors.
