| Compliance Certificate of Private Company under the Companies Act, 1956 |
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COMPLIANCE CERTIFICATE Pursuant to proviso to Sub-section (1) of Section 383A of the Companies Act, 1956, and rule 3(1) of the Companies (Compliance Certificate) rules, 2001 CIN Number : Nominal Capital : To, The Members [Name of the Company] [Address of the Company] I have examined the registers, records, books and papers of [Name of the Company] (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March,________. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents. I certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under. 3. The Company being a Private Limited Company has the minimum prescribed paid-up capital and its no. of members during the previous year did not exceed 50 (fifty) excluding its past and present employees and the Company during the year under scrutiny: (i) Has not invited public to subscribe for its shares and debentures; and (ii) Have not invited or accepted any deposits from persons other than its members, directors or their relatives. 4. The Board of Directors duly met [Number of Board meeting] [Number of Board Meeting in words] times on [date of Board meetings] in respect of which proper notice were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minute Book maintained for the purpose. 5. The Company was not required to close its Register of Members and Debenture holders during the year under Section 154 of the Act. 6. The Annual General Meeting for the financial year ended on 31st March, __________ was held on [Date of Last Annual General Meeting] after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minute Book maintained for the purpose. 7. The Company has convened [Number of EGM] Extra Ordinary General Meeting on [Date of EGM] during the financial year. [Gist of items discussed in the Extra-ordinary General Meeting] Or The Company has not convened any Extra-Ordinary General Meeting during this financial year. 8. The Company, being a private Company and is not a subsidiary of a public Company, section 295 of the Act is not applicable. 9. The Company has not entered into any contract in terms of section 297 of the Act during the year. 10. The Company has made all necessary entries in the register maintained under section 301 of the Act. 11. The Company was not necessitated to obtain any approvals from the Board of Directors, members and previous approval of the central Government pursuant to section 314 of the Act wherever applicable. 12. There was no issue of duplicate share certificates by the Company during the year under review. 13. According to the information and explanations provided, the Company: (i) Has delivered all the certificate on allotment of securities and there was no transfer\transmission of securities during the financial year. (ii) Was not required to deposit any amount of dividend in a separate bank account as there was no declaration of any dividend during the year. (iii) Was not required to pay/post warrants for dividends to all the members as there was no declaration of any dividend during the year. (iv) Has not transferred any amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon as there exists no such account. (v) Duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There was no appointment of any additional director, alternate director and director to fill casual vacancy during the financial year. 15. The Company being private Company provisions of Section 269 of the Act with regard to the appointment of Managing Director/Whole-time Director/Manager during the year is not applicable. 16. There was no appointment of sole-selling agents during the year. 17. The Company has obtained all necessary approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the provisions of the Act. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has issued [Number of shares] Equity Shares of Rs. ____/- each during the financial year. 20. The Company has not bought back any shares during the financial year ending ____________. 21. The Company has not redeemed any preference shares/debentures during the year. 22. The Company was not necessitated to keep in abeyance rights to dividend, right shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act. 23. The Company has not accepted any deposits falling under the provisions of section 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975. 24. The Company has not borrowed any amount from directors, members, public, financial institutions, banks and others during the financial year ending on _________. The Company, being a private Company, the provisions of Section 293 (1)(d) of the Act does not apply. 25. The Company has not made loans and investments, or given guarantees or provided securities to other bodies corporate. The Company, being a private Company, the provisions of Section 372A of the Act do not apply. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Registered office from one state to another during the year under the scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the year under the scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to the name of the Company during the year under the scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under the scrutiny. 30. The Company has not altered its Articles of Association during the year under scrutiny. 31. There was no prosecution initiated against or show cause notices received by the Company for alleged offences under the Act and no fines and penalties or any other punishment imposed on the Company during the year under the scrutiny. 32. The Company has not received any amount as security from its employees during the year under certification. 33. According to the information and explanations provided to us, the Company was not required to constitute Provident Fund pursuant to section 418 of the Act; hence requirement of deposits with Provident Authority does not arise. Date: Place: Practicing Company Secretary C.P. No.
ANNEXURE-A REGISTERS MAINTAINED BY THE COMPANY
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended 31st March, ________ FORMS & RETURNS FILED WITH THEREGISTRAR OF COMPANIES
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