Section 383a and section 299

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Sweta Agarwal (Querist)
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22 September 2011
Whether taking note of compliance certificate obtained from PCS is compulsory in Board meeting?

further whether taking note of 24AA in Board meeting is compulsory? can we take only signed 24AA from BOD?

CS Suraj Arora

CS Suraj Arora (Expert)
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22 September 2011 Dear Sweta Agarwal

Please take note that if you rad secretarial Standard Issued by the Institute of Company Secretaries of India then in Annexure A they have prescribed the above said items to be placed before the meeting of the Board even section 383A provides that the certificate Should be attached to Directors Report.

Secondly Section 299(3)(c)provides No such general notice of disclosure shall be effective unless brought up and read before the meeting of the Board and it should be recorded in minutes Books.

So No doubt both items must be taken on record bt the board.

So it is advisable

Sweta Agarwal

Sweta Agarwal (Querist)
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22 September 2011 Yes I agree, but section 383A provides that certificate must be attached with Board's Report.In companies Act there is nothing mentioned related to compulsion of taking note of compliance certificate in Board meeting.

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Guest

Guest (Expert)

24 September 2011 Dear Sweta,

Compliance Certificate form a part of Directors report, which is annexed thereof. Though there is no compulsion,Taking up the same & recording the same in minutes ensures to directors that the company is not default under the companies act.

Besides, the Directors will also be charged under Sec 5 (officer in default) in case of any legal tangles under company law ! therefore, i prefer taking up the same and inform the board that company is perfect on these grounds.!!!

Regards

Sriram R