Compliance Certificate of Public Company under the Companies Act, 1956 PDF Print Email

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 is a Public Limited Company. 

4.                  The Board of Directors duly met [Number of Board Meeting] times on [dates of Board Meeting] 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 has not advanced any loan to its director’s and\or persons or firms or companies referred to in Section 295 of the Act. 

9.                  The Company has not entered into any contract in terms of section 297 of the Act during the year. 

10.              The Company 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 on lodgement thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act. 

(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. During the financial year the Company has appointed [Name of the directors appointed] has been appointed as an additional director of the Company. [Name of the directors resigned, if any] has been resigned from the directorship of the Company. 

15.              The Company has appointed [Name of the Managing director, if any appointed] as Managing Director of the Company, during the financial year. 

16.              The Company has not appointed any sole-selling agents during the financial year. 

17.              The Company has obtained all necessary approvals, wherever necessary, 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. 

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 amount borrowed by the company from directors, members, public, financial institutions, banks and others during the financial year ending on ___________ with in the borrowing limits of the company.   

25.              The Company has complied with all applicable provisions of the Act in making loans and investments or giving guarantees or providing securities to other bodies corporate and has made necessary entries in the register kept for the purpose. 

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.              During the financial year under review, the Company has insert a new clause in the Main object of the Memorandum of Association of the Company as per the provision of Companies Act, 1956 and later on  commence a new business as specified in the other object by adoption of other object in the Main object of the Company, duly complying with the provisions of Section 149(2A) of the Companies Act, 1956. 

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.       During the  year under review, the Company has increased its Authorised Share Capital from Rs. ____________ [Amount in words] divided into [Number of Shares] [In words] Equity Shares of Rs.____ each to Rs.________ [Amount in words] divided into  [Number of Shares] [In words] Equity Shares of Rs. ____each at the Shareholders meeting held on [date of Board meeting].  

Later on the Company has sub-divided its Shares of Rs.____ each into [Number of Shares] [In words] Equity Shares of Re.___ [In words] each w.e.f. [date of board meeting] by passing Shareholders Resolution. Your director are pleased to inform you that after reduction in the unit price of the shares, the shares of the Company have now become more affordable to the shareholders and this has resulted into improvement in terms of liquidity in the scrip significantly. 

In the aforesaid meeting, the Company again increased its Authorized Share Capital from Rs. ____________ [Amount in words] divided into [Number of Shares] [In words] Equity Shares of Re.____ each to Rs. ____________ [Amount in words] divided into [Number of Shares] [In words] Equity Shares of Re.______  each. 

Further, the Company  pursuant to Section 94 (1)(e) of the Companies Act, 1956 in its Extra-Ordinary General meeting held on [date of Board meeting] cancelled [Number of Shares] [In words] Equity Shares of Re.____ each lying unissued and which have not taken or agreed to be taken by any person and issued [Number of Shares] [In words] Preference Shares of Re.____ each in lieu of such Shares.

At present the Authorized Share Capital of the Company is Rs. ____________ [Amount in words] divided into [Number of Shares] [In words] Equity Shares of Re._____ each and [Number of Shares] [In words] Preference Shares of Re.____ each. 

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

 
S.No.Particulars Relevant Section
1Minutes Book of the meetings of the Board of Directors of the Company193 
2Minutes Book of General Body Meetings of the Members of the Company 193
3Copies of Annual Returns 159
4Register of Members 150
5.Register of Share Transfer  
6Register of Particulars of Directors, Managing  Director, Manager and Secretary 303
7Register of contracts, companies and firms in which Directors are interested 301
8.Register of Inter-Corporate Loan/ Investment 372A

          
ANNEXURE-B 

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 THE

                 REGISTRAR OF COMPANIES

  
S.No.Particulars of Forms/ Returns Filed        Date of Filing Whether filed within Prescribed TimeAdditional Fees Paid