To

The Members

________________________

I have examined the registers, records, books and papers of ______________Private Limited/Limited as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on _________. 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 registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded.

2. The company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authority within the time prescribed under the Act and the rules made thereunder.

3. 3. The company being a private limited company has the minimum prescribed paid-up capital and its maximum number of members during the said financial year was ____ excluding its present and past employees 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 Director duly met _____ times on __________________ (dates) 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 closed its Register of Members and/or Debenture holders from _____ to _____ and necessary compliance of Section 154 has been made.

6. The Annual General Meeting for the financial year ended on ___________ was held on ___________ after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. ____ Extraordinary General Meeting/s was/were held during the financial year 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.

8. The company has advanced loan amounting Rs. ________ to its directors and/or persons or firms or companies referred in the section 295 of the Act, after complying with the provisions of the Act.

9. The company has duly complied with the provisions of Section 297 of the Act in respect of contracts specified in that section.

10. The company has made any necessary entries in the register maintained under section 301 of the Act.

11. The company has obtained necessary approvals from the Board of Directors, members and previous approval of the Central Government pursuant Section 314 of the Act wherever applicable.

12. The Board of Directors or duly constituted Committee of Directors has approved the issue of duplicate share certificates.

13. The company has

1. delivered all the certificates on allotment of securities and on lodgment thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act.

2. deposited the amount of dividend declared including interim dividend in a separate bank account on ___ which is within five days from the date of declaration of such dividend.

3. paid/posted warrants for dividends to members within a period of thirty days from the date of declaration of dividend and that unclaimed/unpaid dividend has been transferred to Unpaid Dividend Account of the company with _________ Bank on __________.

4. transferred 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.

5. duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the company is duly constituted and the appointment of directors, additional directors, alternate directors and directors to fill casual vacancies have been duly made.

15. The appointment of Managing Director/Wholetime Director/Manager has been made in compliance with the provisions of Section 269 read with Schedule XIII to the Act and approval of the Central Government has been obtained in respect of appointment of _____ not being in terms of Schedule XIII.

16. The appointment of sole-selling agents was made in compliance of the provisions of the Act.

17. The company has obtained necessary approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act as detailed below.

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 thereunder.

19. The company has issued ______ Shares/debentures during the financial year ending __________ complied with the provisions of the Act.

20. The company has bought back ______ shares during the financial year ending ________ after complying with the provisions of the Act.

21. The company has redeemed _____ preference shares/debentures during the year after complying with the provisions of the Act.

22. The company wherever necessary has kept in abeyance the rights to dividend, right shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act.

23. The company has complied with the provisions of Sections 58A and 58AA read with the Companies (Acceptance of Deposit) Rules, 1975/applicable directions issued by the Reserve Bank of India/any other authority in respect of deposits accepted including unsecured loans taken amounting to Rs. _______ raised by the company during the year and the company has filed the copy of Advertisement/ Statement in lieu of Advertisement/ necessary particulars as required with the Registrar of Companies, _______ on ___________. The Company has also filed return of deposits with the Registrar of Companies/ Reserve Bank of India/other authorities.

24. The amount borrowed by the company from Directors, members, public, financial institutions, banks and others during the financial year ending ___________ is/are within the borrowing limits of the company and that necessary resolutions as per Section 293(1)(d) of the Act have been passed in duly convened annual/extraordinary general meeting.

25. The company has made loans or advances or given guarantees or provided securities to other bodies corporate during the year in compliance with the provisions of the Act and has made necessary entries in the Register kept for the purpose.

26. The company has altered provisions of memorandum with respect to situation of the company’s registered office from one state to another during the year under scrutiny after complying with the provisions of the Act.

27. The company has altered provisions of memorandum with respect to the objects of the company during the year under scrutiny and complied with the provisions of the Act.

28. The company has altered provisions of memorandum with respect to name of the company during the year under scrutiny and complied with the provisions of the Act.

29. The company has altered provisions of memorandum with respect to share capital of the company during the year under scrutiny and complied with the provisions of the Act.

30. The company has altered its Articles of Association after obtaining approval of members in the general meeting held on ______ and the amendments to the Articles of Association have been duly registered with the Registrar of Companies.

31. A list of prosecution initiated against or Show Cause Notice received by the company, for alleged offences under the Act and also fines and penalties or any other punishment imposed on the company in such cases is attached.

32. The company has received Rs. __________ as security from its employees during the year under certification and the same has been deposited as per provisions of Section 417(1) of the Act.

33. The company has deposited both employees’ and employer’s contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

Note: The Qualification, reservation or adverse remarks, if any, may be stated at the relevant place(s)

Signature

Place : Mumbai

Name of the Company Secretary

Date : C.P. No.:

Secretarial Compliance Certificate Rules

Forms and Returns as filed by the company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending __________.

1. The Central Government may order a special audit of the company’s accounts, in the following cases:

1. when the affairs of the company are not being managed in accordance with sound business principles or prudent commercial practice; or

2. when any company is being managed in a manner likely to cause serious injury or damage to the interests of the trade, industry or business to which it pertains; or

3. when the financial position of any company is such as to endanger its solvency.

2. The Government may appoint the company’s auditor or any other chartered accountant to conduct the audit. The auditor so appointed shall have the same powers and duties as an auditor of the company. However such auditor shall submit his/her report to the Central Government.

3. On receipt of the report, the Central Government may take such action as it considers necessary in accordance with the provisions of the Companies, Act, 1956 or any other law. However if no action is taken within four months from the date of receipt of the report, it shall send the copy of the report or the relevant extracts therefrom, for circulation to the members of for placing the same at the next general meeting.

4. The cost of the audit shall be borne by the company, in case of default, the same would be recovered as an arrear of land revenue.

1. Under Section 209(d) a company pertaining to any class of companies engaged in production, processing, manufacturing or mining activities, may be required by the Central Government to keep books of account showing such particulars relating to utilization of material or labour or to items of cost as may be prescribed.

2. The Central Government may, whenever it is necessary so to do, direct that an audit of cost accounts of the company be conducted in such manner as it may specify in the order.

3. The auditor shall be a cost accountant with the meaning as defined in Cost and Works Accountants Act, 1959.

4. The auditor may be appointed by the Board of Directors with the previous approval of the Central Government. He shall have the same powers and duties as that of an auditor of the company u/s 227(1) of the Act.

5. The Cost auditor shall make his report to the Central Government with a copy to the company.

6. The company shall within thirty days of the receipt of the report furnish the Central Government with full information and explanations on every reservation/qualification contained in the report.

7. On receipt of the report, the Central Government may take such action as it considers necessary in accordance with the provisions of the Companies, Act, 1956 or any other law. Alternatively it may send the copy of the report for circulation, of whole or such portion thereof, as it may specify in this behalf, to the members along with the notice of the annual general meeting to be held for the first time after the submission of the report.