Form
See rule 3
Companies Certificate
To,
The Members
................ (Name of the company)
I/We have examined the registers, records,
books and papers of ........................... Limited (the
Company) as required to be maintained under the Companies
Act, 1956, (the Act) and the rules made thereunder and also
the provisions contained in the memorandum and Articles of
Association of the Company for the financial year ended on
31st March, 20........... In my/our opinion and to the best
of my/our information and according to the examinations carried
out by me/us and explanations furnished to me/us by the company,
its officers and agents, I/We 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 thereunder and all entries
therein have been duly recorded.
2. the company has duly field 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 thereunder.
3. the company being private limited company
has the minimum prescribed paid-up capital and its maximum
number of members during the said financial year was ............
excluding its present and past employees and the company during
the year under scrutiny:
(i) has not invited public or subscribe
for its shares or debentures; and
(ii) has not invited or accepted any deposits
from persons other than its members, directors or their relatives.
4. the Board of Directors duly met ..........
times on ....................... (dates) in respect of which
meetings proper notices were given and the proceedings were
properly recorded and signed including the circular resolutions
passed in the Minutes Book maintained for the purpose.
5. the company closed its Register of Members,
and/or Debentureholders from ..................... to ..............
and necessary compliance of section 154 of the Act has been
made.
6. the annual general meeting for the financial
year ended on ................. was held on ...............
after giving due notice to the members of the company
and the resolutions passed thereat were duly recorded in Minutes
Book mentioned for the purpose.
7. .......................... extraordinary
meeting(s) was/were held during the financial year after giving
due notice to the members of the company and the resolutions
passed thereat were duly recorded in the Minutes Book maintained
for the purpose.
8. the company has advanced loan amounting
to Rs. .................. to its directors and/or persons
or firms or companies referred in the section 295 of the Act
after complying with the provisions of the Act.
9. the company has duly complied with the
provisions of section 297 of the Act in respect of contracts
specified in that section.
10. the company has made necessary entries
in the register maintained under section 301 of the Act.
11. the company has obtained necessary approvals
from the Board of Directors, members and previous approval
of the Central Government pursuant to section 314 of the Act
wherever applicable.
12. the Board of Directors or duly constituted
Committee of Directors has approved the issue of duplicate
share certificates.
13. the Company has:
(i) delivered all the certificates on allotment
of securities and on lodgment thereof for transfer/transmission
or any other purpose in accordance with the provisions of
the Act;
(ii) deposited the amount of dividend declared
including interim dividend in a separate bank account on .................
which is within five days from the date of declaration of
such dividend.
(iii) paid/posted warrants for dividends
to all the members within a period of 30 (Thirty) days from
the date of declaration and that all unclaimed/unpaid dividend
has been transferred to Unpaid Dividend Account of the Company
with ................ Bank on ..................
(iv) 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 a period of seven years
to Investor Education and Protection Fund.
(v) duly complied with the requirements
of section 217 of the Act.
14. the Board of Directors of the company
is duly constituted and the appointment of directors, additional
directors, alternate directors and directors to fill casual
vacancies have been duly made.
15. the appointment of Managing Director/whole-time
Director/ Manager has been made in compliance with the provisions
of section 269 read with Schedule XIII to the Act and approval
of the Central Government has been obtained in respect of
appointment of ................ not being in terms of
Schedule XIII.
16. the appointment of sole-selling agents
was made in compliance of the provisions of the Act.
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 various provisions of the Act as detailed below:-
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 thereunder.
19. the company has issued .....................
shares/debentures/other securities during the financial year
and complied with the provisions of the Act.
20. the company has bought back .................
shares during the financial year ending, ........................
after complying with the provisions of the Act.
21. the company has redeemed .....................
preference shares/debentures during the year after complying
with the provisions of the Act.
22. the company wherever necessary has kept
in abeyance rights to dividend, rights shares and bonus shares
pending registration of transfer of shares in compliance with
the provisions of the Act.
23. the company has complied with the provisions
of sections 58A and 58AA read with Companies (Acceptance of
Deposit) Rules, 1975/the applicable directions issued by the
Reserve Bank of India/any other authority in respect of deposits
accepted including unsecured loans taken, amounting to Rs.
................. raised by the company during the year and
the company has filed the copy of Advertisement/Statement
in lieu of Advertisement/ necessary particulars as required
with the Registrar of Companies .................... on .....................
The company has also filed return of deposit with the Registrar
of Companies/ Reserve Bank of India/ other authorities.
24. the amount borrowed by the Company from
directors, members, public, financial institutions, banks
and others during the financial year ending - is/are within
the borrowing limits of the company and that necessary resolutions
as per section 293(1)(d) of the Act have been passed in duly
convened annual/extraordinary general meeting.
25. the company has made loans and investments,
or given guarantees or provided securities to other bodies
corporate in compliance with the provisions of the Act and
has made necessary entries in the register kept for the purpose.
26. the company has altered the provisions
of the memorandum with respect to situation of the company's
registered office from one State to another during the year
under scrutiny after complying with the provisions of the
Act.
27. the company has altered the provisions
of the memorandum with respect to the objects of the company
during the year under scrutiny and complied with provisions
of the Act.
28. the company has altered the provisions
of the memorandum with respect to name of the company during
the year under scrutiny and complied with the provisions of
the Act.
29. the company has 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.
30. the company has altered its articles
of association after obtaining approval of members in the
general meeting held on ............... and the amendments
to the articles of association have been duly registered with
the Registrar of Companies.
31. a list of prosecution initiated against
or show cause notices received by the company for alleged
offences under the Act and also the fines and penalties or
any other punishment imposed on the company in such cases
is attached.
32. the company has received Rs.................
as security from its employees during the year under certification
and the same has been deposited as per provisions of section
417(1) of the Act.
33. the company has deposited both employee's
and employer's contribution to Provident Fund with prescribed
authorities pursuant to section 418 of the Act.
Note - The qualification, reservation or
adverse remarks, if any, may be stated at the relevant places.
Place :
Signature :
Date :
Name of Company
Secretary:
CP No. :
Annexure A
Registers as maintained by the Company
1. ......................... under section
.........................
2. ......................... under section
.........................
3. ......................... under section
.........................
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
ending on 31st March, 20......
1. Form No. ...................... Filed
under section ........................ for ......................
2. Form No. ......................
Filed under section ........................ for ......................
3. Form No. ......................
Filed under section ........................ for ...................... |
