Compliance Certificate

Originally posted by : Muralidharan
	Dear Forum Members, In line with recent amendment, I propose to record the following preamble / board resolution for obtaining Compliance Certificate for year ended 31st March 2009. I request the forum members to go through the same and give your advise / views. If there is any correction required please advise me. APPROVAL FOR OBTAINING SECRETARIAL COMPLIANCE CERTIFICATE / REPORT PURSUANT TO SECTION 383A OF THE COMPANIES ACT, 1956   The Chairman informed the Board that pursuant to the provisions of Section 383A of the Companies Act, 1956 and in accordance with Companies (Appointment and Qualifications of Secretary) Rules, 1988, as amended vide Notification dated 5th January 2009:   Ø       Every company having a paid-up capital of rupees five crores or more shall employ / appoint a “whole time company secretary” possessing requisite qualification to perform the duties of a “secretary” under the Companies Act, 1956.   Ø       Every company not required to employ / appoint a "whole time company secretary" and having a paid-up capital of rupees ten lakhs or more shall file with the Registrar of Companies a “compliance certificate” received from a "company secretary in whole time practice" in such form and within such time, as to whether the company has complied with the various provisions of the Companies Act, 1956, and a copy of such certificate shall also be attached with the Board's report to the Members of the Company.   Ø       Every company having a paid up share capital of rupees two crores or more but less than rupees five crores may employ / appoint any individual who possess requisite qualification as a “whole time company secretary” to perform the duties of a secretary under the Companies Act, 1956. Provided that where a company has appointed a “whole time company secretary” possessing requisite qualification, such a company is not required to obtain a “compliance certificate” from a "company secretary in whole time practice".   The Chairman informed the Board that as per amended provisions of the Act, the Company is not required to employ / appoint a "whole time company secretary" since the present paid-up share capital of the Company is Rs.4,10,41,800/- only.   The Chairman recommended to the Board that Mr._____________, a Company Secretary in Whole-time Practice could be appointed to undertake the Secretarial Audit for the financial year ended 31st March 2009 and issue necessary compliance certificate pursuant to Section 383A of the Companies Act, 1956. After discussion it was:   "RESOLVED THAT Mr._____________, Company Secretary in Whole-time practice be and is hereby appointed to conduct a Secretarial Audit for the financial year ended 31st March 2009 on a remuneration as may be fixed and agreed to by and between Mr._____________, Director of the Company and Mr._____________, Company Secretary in Whole Time Practice."   "RESOLVED FURTHER THATMr.__________, Company Secretary in Whole-time practice, be and is hereby authorised to conduct the secretarial audit for the financial year ended 31st March 2009, sign and issue necessary Secretarial Compliance Certificate / Report pursuant to Section 383A of the Companies Act, 1956, and the same shall be attached to the Directors' Report to the Members of the Company, for the financial year ended 31st March 2009."   "RESOLVED FURTHER THAT Mr._____________ and / or Mr._____________, Directors of the Company, be and are hereby individually / severally authorised to take such steps expedient or desirable to give effect to the above resolution(s) and to do all other acts, deeds and things as may be necessary for this purposes." with regards Muralidharan

Compliance Certificate

To,

The Members

We have examined the registers, records, books and papers as provided by the management to us for verification under the Companies Act, 2013, (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, 2014. In our opinion and to the best of information, clarification, documents and records provided to us and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as required under provisions of The Companies act 2013 and all entries therein have been duly recorded.

1. The Company has duly filed the forms and returns to the date of 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.

1. The Company being a Private Limited Company has the minimum prescribed paid-up capital and its maximum number of members during the said financial year were less than fifty excluding its present and past employees and the Company during the year under scrutiny

1. has not invited public to subscribe for its shares or debentures; and
2. has not invited or accepted any deposits from persons other than its members, directors or their relatives.
3. Has not issued shares by way of rights issue or bonus issue in accordance with the provisions of this Act.
4. Has not issued shares through private placement by complying with the provisions of Part II of Chapter III.

1. The Board of Directors duly met 5 times in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 24th May, 2013           ,20th August, 2013 , 8th November, 2013, 6th February 2014 and 31st  March, 2014

1. The Company has not closed its Register of Members during the year under scrutiny.

1. The Annual General Meeting for the Financial Year ended on 31.03.2013 was held after giving due notice to the members of the Company and the resolutions passed there at were duly recorded in Minutes Book maintained for the purpose.

7.                  No extra ordinary meeting was held during the financial year after giving due notice to the members of the Company & the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

1. The Company has duly complied with the provisions of Section 188 of the Companies  Act 2013 in respect of contracts specified in that section.

1. The Company has made necessary entries, if required, in the register maintained u/s 128 of the Companies Act 2013.

1. The company has duly complied with the provision of Section 185 which prohibits loan including any loan represented by book debt to its directors or to any other person in whom the director is interested or give guarantee or security for a loan taken by them and therefore no loans has been given to its directors.

1. No resolution was passed under section 188 of the Act during the financial year under scrutiny.

1. No Duplicate Share Certificate Application was received during the year.

1. During the Financial Year:-
   1. The company has delivered all the certificates on allotments of securities if required.
   2. There was no transfer/transmission of securities as per provisions of Section 56 of The Companies Act 2013.

1. The Company has not deposited any amount in a separate Bank Account as no dividend was declared.

1. The Company has not posted warrants to any member of the Company as no dividend was declared.

1. The Company has not transferred the amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for the period of seven years to Investor Education and Protection Funds as nothing was due.

1. The Company has duly complied with the requirements of Section 134 of The Companies Act 2013 if required.

1. The Board of Directors of the Company is duly constituted. There was no casual vacancy during the Financial Year ended on 31st March, 2013. Therefore there was no appointment of Directors to fill casual vacancy during the Financial Year.

1. There was no appointment of Managing Director/Whole time Director / Manager during the Financial Year ended on 31st March, 2013.

1. The directors of the company are duly complying provisions of Section 165 of The Companies Act 2013 and therefore does not hold directorships more than 20 companies and duly obeying all duties and responsibilities assigned to them under provisions of Section 166 of The Companies Act 2013.

1. No sole-selling agent was appointed during the year.

1. The Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act.

1. 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.

1. The Company has no other preferential securities/debentures/ unsecured bonds were issued during the financial year.

1. The Company has not bought back any shares during the Financial Year ending 31st March, 13.

1. The Company has not redeemed any preference shares or debentures during the financial year ended on 31st March, 13.

1. There were no transactions necessitating the Company to keep in abeyance the rights to dividends, rights shares and bonus shares pending registration of transfer of shares.

1. The Company has not invited / accepted any deposit including any unsecured loans falling within the purview of Section 26 of The Companies Act 2013 during the financial year.

1. The Company being a Private Limited Company is not required to comply with the requirements of section 180 of The Companies Act 2013.

1. The Company has not made any loans or advances or given any guarantee or provided any security to other bodies corporate and consequently no entry has been made in the register kept for the purpose during the year.

1. The Company has not altered the provisions of the Memorandum with respect to change of name and objects and registered office  of the Company during the year under scrutiny.

1. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny and complied with the provisions of the Act.

1. The company has not altered its articles of association have been duly registered with the Registrar of Companies.

1. There was no prosecution initiated against or show cause notice received by the Company during the financial year under scrutiny.

1. The Company did not receive any security from its employees during the year under certification.

1. The Company has not deducted any contribution towards Provident Fund during the Financial Year ended on 31st March, 13.