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 Practicing Company Secretary
I/We have
examined the registers, records and books and papers of ...............
Limited/PrivateLimited (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 ............,2015. In my/our opinion and to the best of my
information and according to theexaminations carried out by me/us and
explanations furnished to me/us by the company,its officers and agents, I/we
certify that :
A. the annual return states the facts as
at the close of the aforesaid financial yearcorrectly and adequately.
B.during the aforesaid
financial year the company has complied with provisionsof the Act & Rules
made there under in respect of :
1.its status under
the Act ;
2.maintenance of
registers/records & making entries therein within thetime prescribed
therefor ;
3.filing of forms
and returns as stated in the annual return, with the Registrarof Companies,
Regional Director, Central Government, the Tribunal ,Court or other authorities
within/beyond the prescribed time ;
4.calling/convening/holding
meetings of Board of directors or itscommittees, if any, and the meetings of
the members of the company ondue dates as stated in the annual return in
respect of which meetings,proper notices were given and the proceedings
including the circularresolutions and resolutions passed by postal ballot, if
any, have beenproperly recorded in the Minute Book/registers maintained for
thepurpose and the same have been signed;
5.closure of
register of members/Security holders, as the case may be.
6.advances/loans
to its directors and/or persons or firms or companiesreferred in section 185 of
the Act;
7.contracts/arrangements
with related parties as specified in section 188of the Act;
8.issue or
allotment or transfer or transmission or buy back of securities/redemption of
preference shares or debentures/alteration or reductionof share
capital/conversion of shares/securities and issue of securitycertificates in
all instances ;
9.keeping in
abeyance the rights to dividend, rights shares and bonusshares pending
registration of transfer of shares in compliance with theprovisions of the Act
10.declaration/payment
of dividend; transfer of unpaid/unclaimed dividend/other amounts as applicable
to the Investor Education and ProtectionFund in accordance with section 125 of
the Act;
11.signing of
audited financial statement as per the provisions of section134 of the Act and
report of directors is as per sub - sections (3), (4) and(5) thereof ;
12.constitution/appointment/re-appointments/retirement/filling
up casualvacancies/disclosures of the Directors, Key Managerial Personnel
andthe remuneration paid to them;
13.appointment/reappointment/filling
up casual vacancies of auditors asper the provisions of section 139 of the Act;
14.approvals
required to be taken from the Central Government, Tribunal,Regional Director,
Registrar, Court or such other authorities under the various provisions of the
Act;
15.acceptance/renewal/repayment
of deposits;
16.borrowings from its directors, members,
public financial institutions,banks and others and creation/modification/satisfaction
of charges inthat respect, wherever applicable;
17.loans and
investments or guarantees given or providing of securities toother bodies
corporate or persons falling under the provisions of section186 of the Act;
18.alteration of
the provisions of the memorandum and/or articles of association of the company;
Place : ……………………….
Date : Sharma
C. P. No. : zzzzzz
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