OBLIGATION TO ABIDE LABOUR LAWS

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SEBI LISTING AGREEMENT
Clause 49. 
Corporate Governance   
(C) Other provisions as to Board and Committees
iii. 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.


THE COMPANIES ACT, 2013
Section 2. subsection
(51) “key managerial personnel”, in relation to a company, means—
(i) the Chief Executive Officer or the managing director or the manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed;                            
(59) “officer” includes any director, manager or key managerial personnel or any   person in accordance with whose directions or instructions the Board of Directors or
any one or more of the directors is or are accustomed to act;
Section 2. subsection

(60) “officer who is in default”, for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any  penalty or punishment by way of imprisonment, fine or otherwise, means any of the  following officers of a company, namely:—
(i) whole-time director;
(ii) key managerial personnel;
(iii) where there is no key managerial personnel, such director or directors
as specified by the Board in this behalf and who has or have given his or their
consent in writing to the Board to such specification, or all the directors, if no
director is so specified;
(iv) any person who, under the immediate authority of the Board or any
key managerial personnel, is charged with any responsibility including
maintenance, filing or distribution of accounts or records, authorises, actively
participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default;
(v) any person in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity;
(vi) every director, in respect of a contravention of any of the provisions  of this Act, who is aware of such contravention by virtue of the receipt by him of
any proceedings of the Board or participation in such proceedings without  objecting to the same, or where such contravention had taken place with his
consent or connivance;
(vii) in respect of the issue or transfer of any shares of a company, the  share transfer agents, registrars and merchant bankers to the issue or transfer;
Section 134
(5) The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall  state that—
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
(8) If a company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with
both.

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