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Compliance certificate

Jayanti Dey (Practicing Company Secretary) (271 Points)

29 August 2011

Can anyone please provide me a format for the Compliance Certificate of a Private Limited Company?

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AMIT MISHRA (Legal Professional) (393 Points)
Replied 30 August 2011

Dear Jayanti,

Please find the format as desired by you.

(ON THE LETTERHEAD)

COMPLIANCE CERTIFICATE

CIN No. of the Company:

Nominal Capital: Rs.

The Members,

PRIVATE LTD.

ADDRESS

Delhi

I have examined the registers, records, books and papers of COMPANY NAME PRIVATE LTD (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 & Articles of Association of the Company for the Financial Year ended on 31^st March, 2010 (Financial year). 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 statutory registers as stated in Annexure ‘A’ to this certificate, as per the provisions of the Act and the rules made there under and all entries have been duly recorded.

2. The Company has not filed any forms and returns with the Registrar of Companies as on the given date.

3. The Company being a Private Limited Company has the minimum prescribed paid-up capital and has maintained prescribed minimum number of members during the said financial year and the Company during the year under scrutiny:

I. has not invited public to 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 6 times respectively on 25^th May 2009, 25^th June 2009, 24^th Aug 2009, 5^th December 2009, 25^th January 2010 and 15^th March 2010. In respect of these meetings proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose.

5. The Company was not required to close its Register of Members or Debenture holders during the financial year.

6. The Annual General Meeting for the financial year ended on 31^st March, 2009 was held on 25-09-2009 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 extraordinary general meeting was held during the financial year.

8. The Company being a Private Company, Section 295 of the Act is not applicable.

9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act.

10. The Company was not required to maintain the Register under Section 301 of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government.

12. The Company has not issued any duplicate share certificates during the financial year.

13. (i) The Company has complied with all the provisions of the Act relating to transfer/transmission of shares.

(ii) The Company has not deposited any amount in a separate Bank Account as no

dividend was declared during the financial year.

(iii) The Company was not required to post warrants to any members of the Company as no dividend was declared during the financial year.

(iv) The Company has 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 under review, there was no appointment of Additional Directors, Alternate Directors and Directors to fill the casual vacancy.

15. The Company being a Private Company, provisions of Section 269 of the Act with regard to appointment of Managing Director / Whole-time Director/ Manager are not applicable.

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

17. The Company was not required to obtain any approvals of the Central govt., Company Law Board, Regional Directors, Registrar and/ or such authorities prescribed under the various provisions of the Companies Act during the Financial Year.

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 not issued any shares during the financial year.

20. The Company has not bought back any shares during the financial year.

21. The Company has not allotted any preference shares or debentures during the financial year under scrutiny.

22. There was no transaction necessitating the company to keep in abeyance the right of dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act.

23. The Company has not applied to the Reserve Bank of India for registration as Non-Banking Financial Company. The Company has not invited/ accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.

24. The Company being Private Company, the provisions of Section 293 (1) (d) of the Act are not applicable.

25. The Company being a Private Company, the provisions of Section 372A are not applicable.

26. The Company has not changed its registered office from one state to another during the year under scrutiny.

27. The Company has not altered the objects of the Memorandum of Association during the year under scrutiny.

28. The Company has not changed the name of the Company during the year under scrutiny.

29. The Company has not altered the share capital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. There was/were no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The provisions regarding employee’s and employer’s contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act are not applicable.

SIGNATURE

NAME OF CS WITH STAMP