Clause 49 certificate

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of

....................................Limited,

................

We have reviewed the compliance of the conditions of Corporate Governance by M/s.............................. for the year ended 31st March, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our review was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

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 above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

                                                                                              For............................

PLACE: ............                                                             Chartered Accountants

DATE  : ..........                                                                           ........................

                                                                                                               Partner   

Membership No. ......

Firm Reg. No. .....

Thank you so much sir.....

Actually one company has approached me for this certificate and i really dont knw wat to do and how to verify the correctness.

At present they have 4 directors on board out of them two are in wholetime employment of the company. 

TO THE MEMBERS OF

XYZ  LIMITED

We have examined the compliance of conditions of Corporate Governance by XYZ LIMITED (“the Company”), for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreements of the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the
representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We state that such compliance is neither an assurance as to the future viability of the Company nor of the effi ciency or effectiveness with which the management has conducted the affairs of the Company.

                                                                                                                                                               For          ABC
                                                                                                                                              Chartered Accountants
                                                                                                                                     (Registration No. ***********)

My Pleasure Shriddhi ji.... please proceed....