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Compliance certificate

NISHANT SIPANI (Finance Controller) (120 Points)

04 February 2012

Dear Members

Please Help me out regarding these q:

1.Compliance Certificate includes what contents regarding ROC?

2.and in this certificate Financial results of Company is shown or not?

Thanks in Advance.

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5 Replies

Regit (CA.Final) (320 Points)
Replied 04 February 2012

Check out here

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Keval Ponkiya (CA CS MBA(Fin.) M.Com. L.L.B.) (223 Points)
Replied 04 February 2012

1. For ROC, we have to report all forms filed with MCA during the year

2. There is no any finanacial reporting in CC.

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prakash (Company Secretary) (1352 Points)
Replied 04 February 2012

The following are contents of Compliance certificate.

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 have been duly recorded.

The Company has duly filed the Forms and Returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Andhra Pradesh within the time prescribed under the Act and the rules made there under.

3. Since the provisions of Section 3(1)(iii) of the Act, are not applicable to the Public Limited Company, no comments are required.

4. The Board of Directors duly met 4 (Four) times on ............................., 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 has not closed its Register of Members during the financial year.

6. The Annual General Meeting for the financial year ended on 31^st March 2010 was held on 30^th September 2010 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.

The Company has conducted Extraordinary General Meeting on ........, during the Financial Year.

The Company has not advanced any loans, given any guarantees, or provided any securities to its Directors or persons or firms or companies referred to under Section 295 of the Act.

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

10. The Company has made requisite entries in the Register maintained under Section 301 of the Act. However there were no contracts entered by the Company during the financial year in which Directors were interested.

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. The Company:

has not made any allotment of securities and there were no transfers /Transmission of shares during the financial year.
was not required to deposit any amount in a separate bank account as there was no dividend declared during the financial year.
was not required to post any dividend warrants to any member of the company as no dividend was declared by the company during the financial year.
has not declared any dividend, issued any debentures and has not accepted deposits, the question of transfer of dividend in the 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 7 years to Investor Education and Protection Fund, does not arise.
has complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointment of Additional Directors / Directors to fill casual vacancy during the financial year.

15. The Company has appointed Managing Director / Whole-time Director during the financial year.

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

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/ or such authorities prescribed under various provisions of the 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.

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. There was no redemption of preference shares during the year under review.

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

23. The Company has not accepted deposits from public during the year under the provisions of the Section 58A of the Companies Act, 1956 and rules framed there under.

24. The Company has not made any borrowings during the financial year ended 31^st March 2011.

25. During the year the Company has not made loans and investments, or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. The Company has not 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.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny.

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

30. The Company has not altered its Articles of Association during the year under scrutiny and has complied with the provisions of the Act.

There was 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 amount as security from its employees during the financial year.

33. The Provisions of Section 418 of the Act are not applicable to the Company.

Place: Hyderabad

Date: 02.09.2011

ANNEXURES TO SECRETARIAL COMPLIANCE CERTIFICATE

Annexure ‘A’:

Registers as maintained by the Company:

Statutory Registers:

Register of Members u/s 150 of the Act.
Register of Directors u/s 303 of the Act.
Register of Directors’ Shareholding u/s 307 of the Act.
Minutes of the General Meetings u/s 193 of the Act.
Minutes of the Board Meetings u/s 193 of the Act.

Other Registers:

Attendance Register of General Meetings.
Attendance Register of Board Meetings.

Annexure ‘B’:

Returns / Documents / Forms filed with the Registrar of Companies, Regional Directors, Central Governments or other authorities during the financial year ended March, 31, 2011.

I. Registrar of Companies:

Sl. No.	Form No.	Filed under Section	Descripttion	Date of Filing	Whether flied within prescribed time Yes/No	If delay in filing whether requisite additional fee paid Yes/No
1.	66	383A	Secretarial Compliance Certificate for the year ended 31^st March, 2010	28.10.10	Yes	No
2.	23AC &ACA	220	Balance sheet as at 31/03/2010	28.10.10	Yes	No
3.	20B	159	Annual return as on 30.09.2010	22.11.10	Yes	No
4	23	269	Appointment of Managing Director	07.06.10	No	Yes
5	25C	269(2)	Remuneration to MD	08.06.10	Yes	No
6	25C	269(2)	Remuneration to Whole time Director	08.06.10	Yes	No
7	32	303(2)	Change in Designation	08.06.2010	No	Yes

2. compliance certificate does not contain the information regaring financial results of the company but it contains the information whether forms relating to financial results have been filed with the ROC in respective years(23AC and 23ACA) or not.

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(Guest)

Fnancial results of Company are not shown in CC.

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CS Premjith (Company Secretary) (499 Points)
Replied 04 February 2012

Just go with Mr. Kovals opinion.

Though the financial data is not disclosed directly, check the datas relating to sections 295, 297, 301, 314, 293, 372 A etc after thoroughly studying the audited financials.

In addition to mere disclosure of filings to ROC, also check whether any extention of AGM is granted by ROC and its a good practice to reveal such details in the respective clause.

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