Format for Auditor’s Certificate for Schemes of Arrangement by Listed Entities

By | December 1, 2015
(Last Updated On: December 1, 2015)

As per the Circular No CIR/CFD/CMD/16/2015 Dated 30.11.2015 issued by Securities and Exchange Board of India

Format for Auditor’s Certificate

To,

The Board of Directors,

…………………………………………………………….(Name and address of the Company)

We, the statutory auditors of ……………………………. (name of the listed entity),(hereinafter referred to as “the Company”), have examined the proposed accounting treatment specified in clause ……… (specify clause number) of the Draft Scheme of ……………………………….. (specify the type of Scheme) between ……………………………………….. (names of the companies/entities involved) in terms of the provisions of section(s) ………………………………… (specify the relevant section(s)) of the Companies Act, 1956/ Companies Act, 2013 with reference to its compliance with the applicable Accounting Standards notified under the Companies Act, 1956/ Companies Act, 2013 and Other Generally Accepted Accounting Principles.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.

Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 1956/ Companies Act, 2013 and/or the accounting treatment in respect of ………………………. (specify the financial statement item(s)) as prescribed by ………………………………. (name of the regulator) vide its Notification …………………………. (details of the Notification) which prevail over the accounting treatment for the same as prescribed under the aforesaid Accounting Standards (wherever applicable), except the following:

……………………………….

……………………………….

This Certificate is issued at the request of the ……………………………. (name of the Company) pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to the …………………………………….. (name of the Stock Exchange(s)). This Certificate should not be used for any other purpose without our prior written consent.

For

………………………………………………..

(name of the Firm)

Chartered Accountants

Firm Registration No.:

Signature

(Name of the member)

Designation (Partner or proprietor, as may be applicable):

Membership Number:

Place:

Date:

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