Form No. MGT-8
[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014]
CERTIFICATE BY A COMPANY SECRETARY (CS) IN PRACTICE
I have examined the registers, records, books and papers of M/s ———————————- (“the Company”), as required to be maintained under the Companies Act, 2013 (the Act) and the rules made thereunder 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 the Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately.
During the financial year ending ———————, the Company has complied with provisions of the Act & Rules made there under in respect of which I certify:
1. That its status under the act is a Listed Non-Government Indian Public Company having share capital with Limited Liability under the Act;
2. That maintenance of the following registers/records as mentioned below and making entries therein within the time prescribed therefore;
- Register of Members under section 88(1) (a) of the Act.
- Register of Directors and Key Managerial Personnel and their shareholding under section 170 of the Act.
- Register of contracts with related party and contracts and bodies etc. in which Directors are interested under section 189 of the Act.
- Register of Charges under Sec.85 of the Act.
3. That the forms and returns filed with the Registrar of Companies, Regional Director, Central Government, the Tribunal, Court or other authorities as mentioned in Annexure I are in compliance with the provision of the Act;
4. That the calling/convening/holding meetings of Board of Directors or its committees, if any, and the meetings of the members of the Company on due dates in respect of which, proper notices were given and the proceedings including the circular resolutions and resolutions passed by postal ballot, if any, have been properly recorded in the Minute Book/Registers maintained for the purpose of recording the proceedings of the meeting and the same have been duly signed by the chairman of the meeting within stipulated time;
5. That the Register of Member was closed during the book closure period from —————————— to ———————————- (both days inclusive) for the purpose of Annual General Meeting of the Company;
6. That the advances/loans given to its Directors and/or persons or firms or Companies referred in Section 185 of the Act, as on ——————– are———.
7. That the Company has not entered into contracts/arrangements with related parties during the reporting year;
8. That the Company has increased its Authorised share capital from Rs.———————— (Rupees ——————-) to Rs.————— (Rupees ——————) in its ——-Annual General Meeting (“AGM”) held ————————-,
Further the Company has complied with all the provisions of the Act for increasing authorised shares capital and allotment of bonus shares.
9. That there were no transactions necessitating the Company to keep in abeyance the rights to dividend, right shares and bonus shares pending for registration of transfer of shares;
10. That the Company was not required to transfer 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 in accordance with Section 125 of the Act;
11. That the signing of Audited Financial Statement is as per the provisions of Section 134 of the Act and report of Directors is as per sub – Sections (3), (4) and (5) thereof;
12. That the appointment, re-appointments, retirement and filling up casual vacancies and disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them, if any, is as per the provisions of the Act;
13. That the Company has ratified the appointment of M/s ————————— as the statutory auditors of the Company in compliance with the provisions of section 139 of the Act;
14. That the Company has not accepted/ renewed/ repaid any deposits during the financial year ended on —————-;
15. That the Company has not taken any borrowings from its Directors, members, public financial institutions, banks and others during the financial year ended on ——————- and there is no creation/modification/satisfaction of any charge in that respect;
16. (Note) Any other matter depends upon Company to Company
Place: ————-
Date: ————–
Signature:
————————-
Company Secretary
ACS No.: ———–
CoP No.: ———-
Annexure I
Details of Roc Filing
Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended on 31st ————: –
| S. No | Form Name | Under Section/ Rule | Particulars | Challan Number & Date Of Filing | Whether Filed Within Prescribed Time Yes/No |
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