ICSI Guidence Note On Compliance Certificate

Appendix 42
ICSI GUIDANCE NOTE ON COMPLIANCE CERTIFICATE UNDER PROVISO TO

SUB-SECTION (1) OF SECTION !A OF T"E COMPANIES ACT# 1$%&

INTRODUCTION

The Companies (Amendment) Act, 2000 has inserted a proviso to sub-section (1) of section
383A of the Companies Act, 19!, (hereinafter referred to as "the Act") #ith re$ard to issue
of Comp%iance Certificate, #hich reads as fo%%o#s&

'() 383A(1)) *ver+ compan+ havin$ such paid-up share capita% as ma+ be prescribed sha%%
have a #ho%e-time secretar+, and #here the ,oard of directors of an+ such compan+
comprises on%+ t#o directors, neither of them sha%% be the secretar+ of the compan+ &

-rovided that ever+ compan+ not re.uired to emp%o+ a #ho%e-time secretar+ under
sub-section (1) and havin$ a paid-up share capita% of ten %a/h rupees or more sha%% fi%e #ith
the 0e$istrar a certificate from a secretar+ in #ho%e-time practice in such form and
#ithin1such time and sub2ect to such conditions as ma+ be prescribed, as to #hether the
compan+ has comp%ied #ith a%% the provisions of this Act and a cop+ of such certificate sha%%
be attached #ith ,oard1s report referred to in section 213")

As per ru%e 2 of the Companies (Appointment and 4ua%ifications of (ecretar+) 0u%es, 1988 ,
ever+ compan+ havin$ a paid-up share capita% of rupees fift+ %a/hs or more is re.uired to have
a #ho%e-time secretar+)

Accordin$%+, ever+ compan+ havin$ a paid-up share capita% of rupees ten %a/hs or more but
%ess than rupees fift+ %a/hs is re.uired to fi%e #ith the 0e$istrar of Companies (05C) a
Comp%iance Certificate from a secretar+ in #ho%e-time practice and a%so attach a cop+ of that
certificate #ith ,oard1s report)

NEED FOR COMPLIANCE CERTIFICATE

The successive Annua% 0eports on the 6or/in$ and Administration of the Companies Act,
19! revea% that a %ar$e number of documents are returned for rectification of defects and a%so
remain pendin$ for bein$ ta/en on record) 6hi%e this state of affairs has perhaps resu%ted from
the constraints under #hich the offices of the 05Cs operate, it cannot be denied that in case
of documents returned for rectification, a %ar$e number of errors or omissions arise on account
of misinterpretation or i$norance of the provisions of %a#)

7urther, the 8epartment of Compan+ Affairs institutes ever+ +ear a %ar$e number of
prosecutions a$ainst the companies and their officers in defau%t for contravention of various
provisions of the Companies Act) 9ost of the companies a$ainst #hich prosecutions are
instituted are private %imited companies or sma%% pub%ic %imited companies #hich do not have
the benefit of e:pert professiona% services of .ua%ified Compan+ (ecretaries)

Thus, it is a #e%% estab%ished fact that sma%%er companies fa%% pre+ to vio%ations of the
provisions of the Companies Act in the absence of professiona% support as compared to
companies #hich have emp%o+ed a .ua%ified Compan+ (ecretar+)

Comp%iance Certificate is, therefore, sa%utar+ as it creates an a#areness amon$ companies to
comp%+ #ith the provisions of the Companies Act and a%so provides a mechanism for se%f
re$u%ation b+ companies)

Comp%iance Certificate #i%% not on%+ act as an effective mechanism to ensure that the %e$a%
and procedura% re.uirements under the Companies Act are du%+ comp%ied #ith but a%so insti%%
professiona% discip%ine in the #or/in$ of the compan+ besides bui%din$ up the necessar+
confidence in the state of affairs of the compan+) ;t #i%% re%ieve the compan+ and its directors
inc%udin$ the nominee directors from the conse.uences of unintended non-comp%iance of the
provisions of the Companies Act) ;t #i%% further curb the tendenc+ on the part of the sma%%er
companies to short circuit the procedura% re.uirements #hich primari%+ occur due to
i$norance or %ac/ of professiona% support) ;t #i%% act as a pre-emptive chec/ to monitor
comp%iatice #ith the re.uirements of the Companies Act and the 0u%es made thereunder)

The Compan+ (ecretaries, #hi%e underta/in$ the #or/ of issuin$ Comp%iance
Certificate #i%% act as a friend and $uide to the mana$ement of companies) There is a%so a
need to educate the mana$ement of sma%% companies and to insti%% professiona%ism in their
mana$ement so that these companies appreciate their contribution) 5n%+ a positive and
he%pfu% approach #ou%d bui%d the necessar+ confidence) ;f there have been technica%
non-comp%iances, the approach shou%d be to $uide and advise the compan+ to ma/e $ood the
deficiencies b+ maintainin$ proper records, fi%in$ the re.uisite returns or see/in$
compoundin$ of offences)

SECRETAR' IN ("OLE-TIME PRACTICE

(ection 2(<A) defines "secretar+ in #ho%e-time practice" as a secretar+ #ho sha%% be
deemed to be in practice #ithin the meanin$ of sub-section (2) of section 2 of the Compan+
(ecretaries Act, 1980 and #ho is not in fu%%-time emp%o+ment) Thus, a member of the ;nstitute
of Compan+ (ecretaries of ;ndia, #ho is not in fu%%-time emp%o+ment can become a (ecretar+
in #ho%e-time practice (hereinafter referred to as C(-) after obtainin$ from the Counci% of the
;nstitute a Certificate of -ractice under section ! of the Compan+ (ecretaries Act, 1980 and
the re$u%ations thereunder)

T"E COMPANIES (COMPLIANCE CERTIFICATE) RULES# 2))1

;n terms of the ne#%+ inserted proviso to sub-section (1) of section 383A, the Centra%
=overnment has prescribed the Companies (Comp%iance Certificate) 0u%es, 2001 (hereinafter
ca%%ed the ru%es) for issue of Comp%iance Certificate b+ a C(-) The te:t of the 0u%es is $iven
in Anne:ure 1A1)

COMMENCEMENT OF RULES

The 0u%es have come into force #)e)f) 7ebruar+ 1, 2001 i)e) the date of
their-pub%ication in the 5fficia% =a>ette)

OBTAINING OF COMPLIANCE CERTIFICATE

Accordin$ to sub-ru%e (1) of ru%e 3, ever+ compan+ not re.uired to emp%o+ a
#ho%e-time secretar+ under sub-section (1) of section 383A of the Act and havin$ a paid-up
share capita% of ten %a/h rupees or more sha%% obtain a certificate from a C(-)

;t ma+ be noted that the re.uirement of obtainin$ comp%iance certificate is mandator+
for a compan+ to #hich proviso to sub-section (1) of section 383A app%ies even if it has
emp%o+ed a #ho%e-time secretar+)

Thus, ever+ compan+ #hich is not re.uires to emp%o+ a #ho%e-time secretar+ and
#hose paid-up share capita% is ten %a/h rupees or more at an+ point of time durin$ the
financia% +ear, sha%% be re.uired to obtain Comp%iance Certificate from a C(- in respect of that
financia% +ear)

SCOPE OF COMPLIANCE CERTIFICATE

The scope of Comp%iance Certificate #ou%d comprise of certification of the
comp%iance of various re.uirements under the Companies Act and the 0u%es thereunder) The
C(- shou%d certif+ comp%iance on%+ in respect of matters specified in the 7orm prescribed
under the 0u%es and #here an+ matter is not app%icab%e, he shou%d specif+ accordin$%+)

(ub-ru%e (2) of ru%e 3 specifies that the Comp%iance Certificate sha%% be in 7orm
appended to the 0u%es or as near thereto as circumstances admit) Certain amount of f%e:ibi%it+
in the 7orm has, therefore, been provided #hich means that if an+ information re.uired to be
$iven in the Certificate does not fit into the format, necessar+ modifications #a+ be made in
the format b+ the C(-)

At the time of issue of the first Comp%iance Certificate, C(- shou%d verif+ the
re$isters and records maintained b+ the compan+ from the first da+ of the financia% +ear
e:cept #here there are reasons for C(- to verif+ the records for the ear%ier +ears) (uch
occasions ma+ arise in respect of maintenance of re$isters, retirement of directors b+ rotation,
issue of share certificate #hen the a%%otments #ere made in the ear%ier +ears, pa+ment of
mana$eria% remuneration, etc)

PERIOD OF CERTIFICATION

(ub-ru%e (2) of ru%e 3 provides that the Comp%iance Certificate sha%% re%ate to the
period pertainin$ to the financia% +ear of the compan+)

The Companies (Amendment) Act, 2000 has come into force #)e)f) 13th 8ecember,
2000 and the Companies (Comp%iance Certificate) 0u%es, 2001 have come into force #)e)f)
from 1
st
7ebruar+, 2001) Accordin$%+ ever+ compan+ to #hich these 0u%es are app%icab%e is
re.uired to obtain a Comp%iance Certificate from a C(- for the financia% +ear in respect of
#hich ,oard1s report is si$ned on or after 1 st 7ebruar+, 2001)

FILING OF COMPLIANCE CERTIFICATE

*ver+ compan+ to #hich these 0u%es app%+ is re.uired to fi%e #ith the 05C the
Comp%iance Certificate #ithin thirt+ da+s from the date on #hich its annua% $enera% meetin$
is he%d)

6here the annua% $enera% meetin$ of such compan+ for an+ +ear has not been he%d,
such certificate is re.uired to be f%ied #ith the 05C #ithin thirt+ da+s from the %atest da+ on
or before #hich that meetin$ shou%d have been he%d in accordance #ith the provisions of the
Companies Act)

;n case the annua% $enera% meetin$ is he%d and ad2ourned, the Comp%iance Certificate
shou%d be fi%ed #ith the 05C #ithin thirt+ da+s from the date on #hich such ad2ourned
meetin$ #as he%d provided such ad2ourned meetin$ is he%d #ithin the statutor+ %imit)

RIG"T TO ACCESS RECORDS

(ub-ru%e (3) of ru%e 3 provides that the C(- for the purpose of issue of Comp%iance
Certificate sha%% have ri$ht to access at a%% times to the re$isters, boo/s, papers, documents
and records of the compan+ #hether /ept in pursuance of the Act or an+ other Act or
other#ise and #hether /ept at the re$istered office of the compan+ or e%se#here and sha%% be
entit%ed to re.uire from the officers or a$ents of the compan+, such information and
e:p%anations as the C(- ma+ thin/ necessar+ for the purpose of such certificate)

ATTAC"MENT OF COMPLIANCE CERTIFICATE (IT" BOARD*S REPORT

-roviso to sub-section (1) of section 383A of the Act re.uires that the Comp%iance
Certificate sha%% be attached #ith the ,oard1s report referred to in section 213) ;t is, therefore,
necessar+ for the compan+ to attach a cop+ of the Comp%iance Certificate #ith the ,oard1s
report #hi%e for#ardin$ the same to members and others under section 219 of the Act)

7urther it #ou%d a%so be desirab%e for the ,oard to $ive fu%% information and
e:p%anation in its report to the members under section 213 of the Act on ever+ reservation,
.ua%ification or adverse remar/s contained in the Comp%iance Certificate)

LA'ING OF T"E COMPLIANCE CERTIFICATE AT T"E ANNUAL GENERAL
MEETING

(ub-ru%e (<) of ru%e 3 re.uires the Comp%iance Certificate to be %aid b+ the compan+
in its annua% $enera% meetin$) As a $ood secretaria% practice, the certificate shou%d be read at
the meetin$ and a%so made avai%ab%e to the members for inspection)

PENALT' FOR NON-COMPLIANCE

6here a compan+ fai%s to comp%+ #ith the re.uirement of fi%in$ the Comp%iance
Certificate #ith the 05C or attachin$ the cop+ of such certificate #ith ,oard1s report, in
terms of sub-section (1A) of section 383A the compan+ and ever+ officer of the compan+ #ho
is in defau%t sha%% be punishab%e #ith fine #hich ma+ e:tend to 0s) 00 for ever+ da+ durin$
#hich the defau%t continues)

MODE AND PERIOD OF APPOINTMENT OF CSP

As the Comp%iance Certificate is re.uired to be addressed to the members of the
compan+, it #ou%d be in the fitness of thin$s that the appointin$ authorit+ is the members to
#hom this certificate is addressed) ;t is advisab%e that the C(- is appointed b+ the members in
the annua% $enera% meetin$ of the compan+) (uch appointment sha%% be from the conc%usion of
that annua% $enera% meetin$ unti% the conc%usion of the ne:t annua% $enera% meetin$) ;t is a%so
recommended that the first appointment of the C(- ma+ be made b+ the ,oard of directors to
ho%d office unti% the conc%usion of the annua% $enera% meetin$ he%d after such appointment)

The ,oard ma+ fi%% an+ casua% vacanc+ in the office of C(- to ho%d office unti% the
conc%usion of the ne:t annua% $enera% meetin$) ?o#ever, if such a vacanc+ is caused b+ the
resi$nation of C(-, it is advisab%e that the vacanc+ is fi%%ed up b+ the compan+ in $enera%
meetin$)

DIS+UALIFICATIONS OF SECRETAR' IN ("OLE-TIME PRACTICE

6ith a vie# to ensure that C(- sho#s utmost inte$rit+ and independence of
2ud$ement in the performance of his duties, a person referred to in sub section (3) or
sub-section (<) of section 22! of the Act, shou%d not be e%i$ib%e for appointment or
reappointment for $ivin$ Comp%iance Certificate to a compan+)

Accordin$%+, the fo%%o#in$ persons sha%% not be .ua%ified for appointment as C(- of a
compan+

(a) a bod+ corporate@

(b) an officer or emp%o+ee of the compan+@

(c) a person #ho is a partner, or #ho is in the emp%o+ment, of an officer or
emp%o+ee of the compan+@

(d) a person #ho is indebted to the compan+ for an amount e:ceedin$ one
thousand rupees, or #ho has $iven an+ $uarantee or provided an+ securit+ in
connection #ith the indebtedness of an+ third person to the compan+ for an
amount e:ceedin$ one thousand rupees@

(e) a person ho%din$ an+ securit+ of that compan+ #hich carries votin$ ri$hts)

?o#ever, an+ securities he%d b+ such person as nominee or trustee for an+ third
person and in #hich the ho%der has no beneficia% interest sha%% be e:c%uded from such
dis.ua%ification)

7urther, if a person is not .ua%ified for appointment as C(- of a compan+ for reasons
stated above, then he is a%so dis.ua%ified for appointment as C(- of an+ other bod+ corporate
#hich is that compan+1s subsidiar+ or ho%din$ compan+ or a subsidiar+ of that compan+1s
ho%din$ compan+, or #ou%d be so dis.ua%ified if the bod+ corporate #ere a compan+)

;f a C(- becomes sub2ect, after his appointment, to an+ of the dis.ua%ifications
specified above, he sha%% be deemed to have vacated his office)

COMMUNICATION TO EARLIER INCUMBENT

;n vie# of the provisions of c%auses (8) and (11) of -art ; of the 7irst (chedu%e to the
Compan+ (ecretaries Act, 1980, it is recommended that #henever a ne# incumbent is
assi$ned the comp%iance certification #or/, he shou%d communicate his appointment to the
ear%ier incumbent b+ re$istered post)

MET"ODOLOG' FOR CARR'ING OUT VERIFICATION FOR CERTIFICATION
;t #ou%d be advisab%e that the C(- re.uests the compan+ for access to various
documents and boo/s inc%udin$ the 9emorandum and Artic%es of Association of the
compan+, Annua% 0eports of the %ast t#o to three +ears, various statutor+ and other re$isters
inc%udin$ the 9inutes ,oo/s, copies of forms and returns f%ied #ith the 05C etc) #hich he
considers essentia% for the purposes of %a+in$ do#n the certification pro$ramme)

C(- shou%d verif+ a%% the avai%ab%e records) ?o#ever, dependin$ on the facts and
circumstances he ma+ obtain a %etter of representation from the compan+ in respect of matters
#here verification b+ C(- ma+ not be practicab%e, for e:amp%e matters %i/e

(i) dis-.ua%ification of directors
(ii) ho# cause notices received
(iii) persons and concerns in #hich directors are interested

CERTIFICATION (IT" +UALIFICATION

As specified in the 7orm, the .ua%ification, reservation or adverse remar/s, if an+,
ma+ be stated b+ the C(- at the re%evant p%aces)

;f the scope of #or/ re.uired to be performed, is restricted on account of %imitations
imposed b+ the c%ient or on account of circumstantia% %imitations (%i/e certain boo/s or papers
bein$ in custod+ of another person or =overnment Authorit+) the certificate ma+ be .ua%ified
as such)

C(- sha%% have due re$ard to the circu%ars andAor c%arifications issued b+ the
8epartment of Compan+ Affairs from time to time) ;t is recommended that a specific
reference of such circu%ars at the re%evant p%aces in the certificate ma+ be made, #herever
necessar+)

PENALT' FOR FALSE COMPLIANCE CERTIFICATE

(ection !28 dea%s #ith pena%t+ for fa%se statements) Accordin$ to this section, if in
an+ return, report, certificate, ba%ance sheet, prospectus, statement or other document,
re.uired b+ or for the purpose of an+ of the provisions of the Act, an+ person ma/es a
statement

(a) #hich is fa%se in an+ materia% particu%ar, /no#in$ it to be fa%se, or
(b) #hich omits an+ materia% fact, /no#in$ it to be materia%@

he sha%%, e:cept as other#ise e:press%+ provided in the Act, be punishab%e #ith imprisonment
for a term #hich ma+ e:tend to t#o +ears and sha%% a%so be %iab%e to fine)

;n vie# of this, a C(- #i%% be attractin$ the pena% provisions of section !28, for an+
fa%se statement in an+ materia% particu%ar or omission of an+ materia% fact in the Comp%iance
Certificate) ?o#ever, a person #i%% be pena%ised under section !28 in case he ma/es a
statement, #hich is fa%se in an+ materia% particu%ar, /no#in$ it to be fa%se, or #hich omits an+
materia% fact /no#in$ it to be materia%)

PROFFSSIONAL RESPONSIBILIT'

6hi%e the ne#%+ inserted provision has opened up the much a#aited si$nificant area
of practice for compan+ secretaries, it e.ua%%+ casts onerous responsibi%it+ on them and poses
a $reater cha%%en$e #hereb+ the+ have to 2ustif+ fu%%+ the faith and confidence reposed b+ the
=overnment and trade and industr+ and measure up to their e:pectations) Compan+
(ecretaries must ta/e ade.uate care #hi%e issuin$ Comp%iance Certificate) ;t is based on this
certificate that confidence of the compan+, =overnment and trade and industr+ #i%% bui%d-up
vis-a-vis our profession) An+ fai%ure or %apse on the part of a C(- in issuin$ a Comp%iance
Certificate ma+ not on%+ attract pena%t+ for fa%se statement under section !28 and discip%inar+
action for professiona% or other misconduct under the provisions of the Compan+ (ecretaries
Act, 1980 but a%so ma/e him %iab%e for an+ in2ur+ caused to an+ person due to his ne$%i$ence
in issuin$ the Comp%iance Certificate) Therefore, it becomes imperative for the C(- that he
e:ercises $reat care and caution #hi%e issuin$ the Comp%iance Certificate and a%so adheres to
the hi$hest standards of professiona% ethics and e:ce%%ence in providin$ his services)

FEES FOR COMPLIANCE CERTIFICATION

The sca%e of fees for comp%iance certification ma+ be based on criteria, %i/e paid-up
share capita%, number of shareho%ders and debenture ho%ders, nature and standard of
secretaria% practices preva%ent in the compan+, man-hours invo%ved etc) ?o#ever, the
minimum fee for certification sha%% ordinari%+ not be %ess than 0s) ,000 for a finaricia% +ear)

C"EC,LIST FOR ISSUE OF COMPLIANCE CERTIFICATE

Chec/%ist for issue of Comp%iance Certificate is attached at as Anne:ure 1,1)

ANNE-URE .A/

B;ssued b+ 9inistr+ of Ca#, 2ustice and Compan+ Affairs, 8epartment of Compan+
Affairs vide 7i%e Do) 1A1<A2000-CC, E) dated 31)1)2001@ -ub%ished in the =a>ette of ;ndia,
*:traordinar+, -art-;;, (ection 3, (ub-section (i), dated 1)2)2001F

N01i2i341i0n

G5S5R5 %2(E)5- ;n e:ercise of the po#ers conferred b+ sub-section (1) of section !<2
read #ith proviso to sub-section (1) of section 383A of the Companies Act, 19! (1 of 19!),
the Centra% =overnment hereb+ ma/es the fo%%o#in$ ru%es, name%+&

R5 15 S6071 Ti18e 4nd C099en3e9en15-
(1) These ru%es ma+ be ca%%ed the Companies (Comp%iance Certificate) 0u%es,
2001)
(2) The+ sha%% come into force on the date of their pub%ication in the 5fficia%
=a>ette)

R5 25 De2ini1i0n:5- ;n these ru%es, un%ess the conte:t other#ise re.uires,

(a) "Act" means the Companies Act, 19! (1 of 19!)@

(b) "Certificate" means a certificate referred to in the proviso to sub-section (1)
of section 383A of the Act@

(c) "7orm" means 7orm appended to these ru%es@ and

(d) The #ords and e:pressions used in these ru%es but not defined in these ru%es
sha%% have the same meanin$s respective%+ assi$ned to them in the Act)

R5 5 O16e7 C0ndi1i0n:5-
(1) *ver+ compan+ not re.uired to emp%o+ a #ho%e-time secretar+ under
sub-section (1) of section 383A of the Act and havin$ a paid-up share capita%
of ten %a/h rupees or more sha%% obtain a certificate from a secretar+ in
#ho%e-time practice)

(2) The compan+ referred to in sub-ru%e (1) sha%% fi%e #ith the 0e$istrar a
certificate in 7orm or as near thereto as circumstances admit in respect of
each financia% +ear #ithin thirt+ da+s from the date on #hich its annua%
$enera% meetin$ #as he%d &

-rovided that #here the annua% $enera% meetin$ of such compan+ for an+ +ear has not
been he%d, there sha%% be f%ied #ith the 0e$istrar such certificate #ithin thirt+ da+s from the
%atest da+ on or before #hich that meetin$ shou%d have been he%d in accordance #ith the
provisions of the Act)

(3) *ver+ secretar+ in #ho%e-time practice for the purpose of issue of certificate
referred to in sub-ru%e (2) sha%% have ri$ht to access at a%% times to the
re$isters, boo/s, papers, documents and records of the compan+ #hether /ept
in pursuance of the Act or an+ other Act or other#ise and #hether /ept at the
re$istered office of the compan+ or e%se#here and sha%% be entit%ed to re.uire
from, the officers or a$ents of the compan+, such information and
e:p%anations as the secretar+ in #ho%e time practice ma+ thin/ necessar+ for
the purpose of such certificate)

(<) *ver+ certificate referred to in sub-ru%e (2) sha%% be %aid b+ the compan+ in its
annua% $enera% meetin$)

FORM

B(ee 0u%e 3F

C09p8i4n3e Ce71i2i341e

To,
The 9embers

GGGGGGGGGGGGGGGGGGGGGG (Dame of the compan+)

; A6e have e:amined the re$isters, records, boo/s and papers of GGGGGGGG Cimited
(the Compan+) as re.uired to be maintained under the Companies Act, 19!, (the Act) and the
ru%es made thereunder and a%so the provisions contained in the 9emorandum and Artic%es of
Association of the Compan+ for the financia% +ear ended on 31st 9arch, 20)))) ;n m+Aour
opinion and to the best of m+Aour information and accordin$ to the e:aminations carried out
b+ meAus and e:p%anations furnished to meAus b+ the compan+, its officers and a$ents, ;A#e
certif+ that in respect of the aforesaid financia% +ear&

1) the compan+ has /ept and maintained a%% re$isters as stated in Anne:ure 1A1 to this
certificate, as per the provisions and the ru%es made thereunder and a%% entries therein
have been du%+ recorded)

2) the compan+ has du%+ fi%ed the forms and returns as stated in Anne:ure 1,1 to this
certificate, #ith the 0e$istrar of Companies, 0e$iona% 8irector, Centra% =overnment,
Compan+ Ca# ,oard or other authorities #ithin the time prescribed under the Act
and the ru%es made thereunder)

3) the compan+ bein$ private %imited compan+ has the minimum prescribed paid-up
capita% and its ma:imum number of members durin$ the said financia% +ear
#as e:c%udin$ its present and past emp%o+ees and the compan+ durin$ the +ear under
scrutin+&
(i) has not invited pub%ic to subscribe for its shares or debentures@ and

(ii) has not invited or accepted an+ deposits from persons other than its members,
directors or their re%atives)

<) the ,oard of 8irectors du%+ met GGGGGGGG times on GGGGGGGG (dates) in respect of
#hich meetin$s proper notices #ere $iven and the proceedin$s #ere proper%+
recorded and si$ned inc%udin$ the circu%ar reso%utions passed in the 9inutes ,oo/
maintained for the purpose)

) the compan+ c%osed its 0e$ister of 9embers, andAor 8ebenture-ho%ders from to and
necessar+ comp%iance of section 1< of the Act has been made)

!) the annua% $enera% meetin$ for the financia% +ear ended on GGGGGGGGG #as he%d on
GGGGGGGGG after $ivin$ due notice to the members of the compan+ and the reso%utions
passed thereat #ere du%+ recorded in 9inutes ,oo/ maintained for the purpose)

3) e:tra ordinar+ meetin$s(s) #asA#ere he%d durin$ the financia% +ear after $ivin$ due
notice to the members of the compan+ and the reso%utions passed thereat #ere du%+
recorded in the 9inutes ,oo/ maintained for the purpose)

8) the compan+ has advanced %oan amountin$ to 0s GGGGGGGGG to its directors andAor
persons or firms or companies referred in the section 29 of the Act after comp%+in$
#ith the provisions of the Act)

9) the compan+ has du%+ compi%ed #ith the provisions of section 293 of the Act in
respect of contracts specified in that section)

10) the compan+ has made necessar+ entries in the re$ister maintained under section 301
of the Act)

11) the compan+ has obtained necessar+ approva%s from the ,oard of 8irectors, members
and previous approva% of the Centra% =overnment pursuant to section 31< of the Act
#herever app%icab%e)

12) the ,oard of 8irectors or du%+ constituted Committee of 8irectors has approved the
issue of dup%icate share certificates)

13) the Compan+ has&

(i) de%ivered a%% the certificates on a%%otment of securities and on %od$ment
thereof for transferAtransmission or an+ other purpose in accordance #ith the
provisions of the Act@

(ii) deposited the, amount of dividend dec%ared inc%udin$ interim dividend in a
separate ban/ account on GGGGGGGGG #hich is #ithin five da+s from the date
of dec%aration of such dividend@

(iii) paidAposted #arrants for dividends to a%% the members #ithin a period of 30
(Thirt+) da+s from the date of dec%aration and that a%% unc%aimedAunpaid
dividend has been transferred to Hnpaid 8ividend Account of the Compan+
#ith GGGGGGGGGGG ,an/ on GGGGGGGGGGGGG @

(iv) transferred the amounts in unpaid dividend account, app%ication mone+ due
for refund, matured deposits, matured debentures and the interest accrued
thereon #hich have remained unc%aimed or unpaid for a period of seven +ears
to ;nvestor *ducation and -rotection 7und@

(v) du%+ comp%ied #ith the re.uirements of section 213 of the Act)

1<) the ,oard of 8irectors of the compan+ is du%+ constituted and the appointment of
directors, additiona% directors, a%ternate directors and directors to fi%% casua% vacancies
have been du%+ made)

1) the appointment of 9ana$in$ 8irectorA 6ho%e-time 8irectorA 9ana$er has been made
in comp%iance #ith the provisions of section 2!9 read #ith (chedu%e I;;; to the Act
and approva% of the Centra% =overnment has been obtained in respect of appointment
of GGGGGGGGGGGGGG not bein$ in terms of (chedu%e I;;;)

1!) the appointment of so%e-se%%in$ a$ents #as made in comp%iance of the provisions of
the Act)

13) the compan+ has obtained a%% necessar+ approva%s of the Centra% =overnment,
Compan+ Ca# ,oard, 0e$iona% 8irector, 0e$istrar or such other authorities as ma+
be prescribed under the various provisions of the Act as detai%ed be%o#&

18) the directors have disc%osed their interest in other firmsAcompanies to the ,oard of
8irectors pursuant to the provisions of the Act and the ru%es made thereunder)

19) the compan+ has issued GGGGGGGGGGG sharesAdebenturesAother securities durin$ the
financia% +ear and comp%ied #ith the provisions of the Act)

20) the compan+ has bou$ht bac/ GGGGGGGGGGGGG shares durin$ the financia% +ear endin$
GGGGGGGG after comp%+in$ #ith the provisions of the Act,

21) the compan+ has redeemed GGGGGGGGGGGGGG preference sharesAdebentures durin$
the +ear after comp%+in$ #ith the provisions of the Act)

22) the compan+ #herever necessar+ has /ept in abe+ance ri$hts to dividend, ri$hts shares
and bonus shares pendin$ re$istration of transfer of shares in comp%iance #ith the

23) the compan+ has comp%ied #ith the provisions of sections 8A and 8AA read #ith
Companies (Acceptance of 8eposit) 0u%es, 193Athe app%icab%e directions issued b+
the 0eserve ,an/ of ;ndiaAan+ other authorit+ in respect of deposits accepted
inc%udin$ unsecured %oans ta/en, amountin$ to 0s GGGGGGGGGGGGGGGG raised b+ the
compan+ durin$ the +ear and the compan+ has fi%ed the cop+ of AdvertisementA
(tatement in %ieu of AdvertisementAnecessar+ particu%ars as re.uired #ith the
0e$istrar of Companies GGGGGGGGGGG onGGGGGGGGGG) The compan+ has a%so f%ied
return of deposit #ith the 0e$istrar of CompaniesA0eserve ,an/ of ;ndiaAother
authorities)

2<) the amount borro#ed b+ the Compan+ from directors, members, pub%ic, financia%
institutions, ban/s and others durin$ the financia% +ear endin$ GGGGGGGGGGGG isAare
#ithin the borro#in$ %imits of the compan+ and that necessar+ reso%utions as per
section 293(1)(d) of the Act have been passed in du%+ convened annua%A e:traordinar+
$enera% meetin$)

2) the compan+ has made %oans and investments, or $iven $uarantees or provided
securities to other bodies corporate in comp%iance #ith the provisions of the Act and
has made necessar+ entries in the re$ister /ept for the purpose)

2!) the compan+ has a%tered the provisions of the memorandum #ith respect to situation
of the compan+1s re$istered office from one (tate to another durin$ the +ear under
scrutin+ after comp%+in$ #ith the provisions of the Act)

23) the compan+ has a%tered the provisions of the memorandum #ith respect to the
ob2ects of the compan+ durin$ the +ear under scrutin+ and compi%ed #ith provisions
of the Act)

28) the compan+ has a%tered the provisions of the memorandum #ith respect to name of
the compan+ durin$ the +ear under scrutin+ and comp%ied #ith the provisions of the
Act)

29) the compan+ has a%tered the provisions of the memorandum #ith respect to share
capita% of the compan+ durin$ the +ear under scrutin+ and comp%ied #ith the

30) the compan+ has a%tered its artic%es of association after obtainin$ approva% of
members in the $enera% meetin$ he%d on GGGGGGGGGGG and the amendments to the
artic%es of association have been du%+ re$istered #ith the 0e$istrar of Companies)

31) a %ist of prosecution initiated a$ainst or sho# cause notices received b+ the compan+
for a%%e$ed offences under the Act and a%so the fines and pena%ties or an+ other
punishment imposed on the compan+ in such cases is attached)

32) the compan+ has received 0s) GGGGGGGGGGGGGG as securit+ from its emp%o+ees durin$
the +ear under certification and the same has been deposited as per provisions of
section <1 3(1) of the Act)

33) the compan+ has deposited both emp%o+ee1s and emp%o+er1s contribution to -rovident
7und #ith prescribed authorities pursuant to section <18 of the Act)

N01e & The 4ua%ification, reservation or adverse remar/s, if an+, ma+ be stated at the re%evant
p%ace(s))

-%ace & (i$nature GGGGGGGGGGGGGGGG
8ate & Dame of Compan+ (ecretar+& GGGGGG
C)-) Do)

ANNE-URE A

0e$isters as maintained b+ the Compan+

1) GGGGGGGGGGGGGGGGGG uAs GGGGGGGGGGGGGGG

ANNE-URE B

7orms and 0eturns as f%ied b+ the Compan+ #ith the, 0e$istrar of Companies,
0e$iona% 8irector, Centra% =overnment or other authorities durin$ the financia% +ear endin$
on 31
st
9arch, 20

1) 7orm Do) GGGGGGGGGGGGG 7i%ed uAs GGGGGGGGGGGG for GGGGGGGGGGGG

A5 RAMAS(AM'
Joint (ecretar+ to the =overnment of ;ndia

ANNE-URE .B/

C"EC,-LIST FOR ISSUE OF COMPLIANCE CERTIFICATE GIVEN PARAGRAP"
(ISE IN SERIAL ORDER

P474;74p6 15- T6e 309p4n< 64: =ep1 4nd 94in14ined 488 7e;i:1e7: 4: :141ed in Annex>7e
?A* 10 16i: 3e71i2i341e# 4: pe7 16e p70@i:i0n: 4nd 16e 7>8e: 94de 16e7e>nde7 4nd 488
en17ie: 16e7ein 64@e Aeen d>8< 7e307ded5

REGISTERS AND RECORDS

7o%%o#in$ is the %ist of 0e$isters and 0ecords to be maintained b+ a compan+, if
app%icab%e) ;f the re$isters or records are maintained in e%ectronic form, then at the end of the
financia% +ear a print out of re$isters or records shou%d be ta/en out and the same shou%d be
si$ned b+ an+ director authorised b+ the ,oard) The C(- shou%d initia% a%% re$isters or
documents chec/ed b+ him #ith some distinctive mar/ for identification)

Chec/ #hether the compan+ has maintained the fo%%o#in$ 0e$istersA0ecords, app%icab%e to it-

S141>107< Re;i:1e7:

(a) 0e$ister of ;nvestments under (ection <9
Chec/ #hether&

(i) a%% investments of the compan+ are he%d in the name of the compan+@

(ii) if an+ investments are not he%d b+ the compan+ in its o#n name as
a%%o#ed b+ subsections (2), (3), (<) or ()@ #hether re$ister of
investments not he%d in compan+1s name has been maintained and the
particu%ars such as the nature, va%ue and such other particu%ars as ma+
be necessar+ fu%%+ to identif+ the shares or securities in .uestion and
the ban/ or person in #hose name or custod+ the shares or securities
are he%d have been entered therein@

(iii) the re$ister is /ept open for inspection b+ an+ member or
debenture-ho%der #ithout char$e, durin$ business hours, sub2ect to
reasonab%e restrictions as ma+ be imposed b+ the Artic%es or in
$enera% meetin$)

(b) Re;i:1e7 02 Dep0:i1: >nde7 R>8e B 02 16e C09p4nie: (A33ep14n3e 02
Dep0:i1:) R>8e:# 1$B%
Chec/ #hether&

(i) the particu%ars in respect of each depositor have been entered in the
re$ister@

(ii) the re$ister has been preserved in $ood order for a period of ei$ht
ca%endar +ears from the financia% +ear in #hich the %atest entr+ #as
made)

N01e C A private compan+ has to maintain re$ister of deposits in respect of deposits
acceptedAinvited from the re%atives of directors)

(3) Re;i:1e7 02 Se3>7i1ie: B0>;61 B43= >nde7 Se31i0n BBA

Chec/ #hether re$ister of securities bou$ht bac/ has been maintained for
enterin$ the fo%%o#in$ particu%ars, name%+, (i) the consideration paid for
securities bou$ht bac/@ (ii) the date of cance%%ation of securities@ (iii) the date
of e:tin$uishin$ and ph+sica%%+ destro+in$ of securities and such other
particu%ars as prescribed in 7orm <, of the Companies (Centra%
=overnment1s) =enera% 0u%es and 7orms, 19! and Anne:ure , to the -rivate
Cimited Compan+ and Hn%isted -ub%ic Cimited Compan+ (,u+-bac/ of
(ecurities) 0u%es, 1999)

(d) Re;i:1e7 02 C647;e: >nde7 Se31i0n 14DC0pie: 02 In:17>9en1: C7e41in;
C647;e >nde7 Se31i0n 1&

Chec/ #hether&

(i) a%% char$es specifica%%+ affectin$ the propert+ of the compan+ and a%%
f%oatin$ char$es on the underta/in$ or on an+ propert+ of the
compan+ have been entered in the re$ister $ivin$, in each case, the
particu%ars prescribed in sub-section (1) of section 1<3 i)e) (a) a short
description of the propert+ char$ed@ (b) the amount of char$e@ and (c)
e:cept in the case of securities of bearer, the names of the persons
entit%ed to the char$e@ and

(ii) copies of instruments creatin$ char$es /ept in pursuance of section
13! and the re$ister of char$es /ept in pursuance of section 1<3 are
/ept open for inspection as provided in section 1<< b+ an+ member
or creditor #ithout fee, and b+ an+ other person on pa+ment of 0s)
10A- or such other fee as ma+ be prescribed durin$ business hours
sub2ect to reasonab%e restrictions as imposed b+ the $enera% meetin$)

(e) Re;i:1e7 02 Me9Ae7: >nde7 Se31i0n 1%) 4nd Index 02 Me9Ae7: >nde7
Se31i0n 1%1
Chec/ #hether)

(i) separate re$isters for each c%ass of shares are maintained in the
format as prescribed under ru%e 3 of the Companies (issue of (hare
Certificate) 0u%es, 19!0@

(ii) entries in the re$ister are authenticated b+ the (ecretar+ or an+ other
person authorised b+ the ,oard for the purposes of sea%in$ and
si$nin$ share certificates@

(iii) dec%aration made to a compan+ under sub-section (1), (2) or (3) of
section 183C has been noted in its 0e$ister of members #ithin 30
da+s from receipt of dec%aration@

(iv) an inde: of members is maintained un%ess the 0e$ister of members is
in such a form as in itse%f constitutes an inde:, #here the compan+
has more than 0 members) The inde: can be in the form of a card
inde:@

(v) ever+ chan$e made in the 0e$ister of members has a%so been
recorded in the inde: #ithin 1< da+s@ and

(vi) %ist of beneficia% o#ners, (in case of shares he%d in depositor+) is a%so
/ept b+ the compan+)

(2) Re;i:1e7 4nd Index 02 DeAen1>7e-608de7: >nde7 Se31i0n 1%2

Chec/ #hether&

(i) the compan+ has maintained separate re$isters for each t+pe of
debentures and entered therein the particu%ars prescribed in
subsection (1) of section 12 i)e) (a) the name and address, and the
occupation, if an+, of each debenture ho%der, (b) the debentures he%d
b+ each ho%der, distin$uishin$ each debenture b+ its number e:cept
#here such debentures are he%d #ith a depositor+, and the amount
paid or a$reed to be considered as paid on those debentures@ (c) the
date on #hich each person #as entered in the re$ister as a debenture
ho%der and (d) the date at #hich an+ person ceased to be a debenture
ho%der@

(ii) an inde: of debenture ho%ders is maintained un%ess the re$ister of
debenture ho%ders is in such a form as in itse%f constitutes an inde:,
#here the number of debenture ho%ders is more than 0) The inde:
can be in the form of a card inde:@

(iii) ever+ a%teration made in the re$ister of debenture ho%ders has been
recorded in the inde: #ithin 1< da+s@

(iv) %ist of beneficia% o#ners (in case of debentures he%d in depositor+) is
a%so /ept b+ the compan+)

(;) F07ei;n Re;i:1e7: 02 Me9Ae7: 07 DeAen1>7e 608de7: >nde7 Se31i0n 1%B

Chec/ #hether the Artic%es authorise for /eepin$ a forei$n re$ister of
members or debenture ho%ders) ;f +es, chec/ #hether&

(i) notice of the situation of the office #here re$isters are /ept has been
fi%ed #ith the 0e$istrar #ithin 30 da+s from the date of the openin$
of an+ forei$n re$ister@

(ii) notice of the chan$e, if an+, in the situation of such office or of its
discontinuance #as fi%ed #ith the 0e$istrar #ithin 30 da+s from the
date of such chan$e or discontinuance@

(iii) a dup%icate of ever+ forei$n re$ister has been /ept at the re$istered
office and chan$es in the re$ister du%+ entered from time to time@

(iv) the above re$isters are /ept open for inspection and e:tractsAcopies
thereof are supp%ied on receipt of re.uisition #ith the prescribed fees)

(6) Re;i:1e7: 4nd Re1>7n: >nde7 Se31i0n 1&

Chec/ #hether&

(i) the re$ister of members, the inde: of members, the re$ister and inde:
of debenture ho%ders, contracts entered into b+ a compan+ for the
appointment of a mana$er, mana$in$ director and copies of annua%
returns prepared uAs 19 and 1!0 to$ether #ith the copies of
certificates and documents re.uired to be anne:ed uAs 1!0 and 1!1
are /ept at the re$istered office of the compan+@

(ii) if the above re$isters and returns instead of bein$ /ept at the
re$istered office of the compan+, are bein$ /ept at an+ other p%ace
#ithin the cit+, to#n or vi%%a$e in #hich the re$istered office is
situate@ #hether the other p%ace has been approved b+ a specia%
reso%ution and the 0e$istrar #as $iven an advance cop+ of the
proposed specia% reso%ution@

(iii) the above re$isters and returns are /ept open for inspection b+ an+
member or debenture ho%der #ithout fee, and b+ an+ other person on
pa+ment of 0s) 10A- or such other fee as ma+ be prescribed, durin$
business hours sub2ect to such reasonab%e restrictions as the compan+
ma+ impose@

(iv) cop+ of such re$ister etc) or e:tract thereof is supp%ied #ithin a
period of ten da+s a$ainst an+ re.uest received on pa+ment of 0e) 1
for ever+ 100 #ords or fractiona% part thereof or such other fee as
ma+ be prescribed)

(i) Min>1e: B00= 02 Mee1in;:

-%ease refer to c%ause (b) under para$raph < and c%ause (c) under para$raph !)

(E) Min>1e: B00= 02 C84:: Mee1in;DC7edi107: Mee1in;

Chec/ #hether compan+ has he%d c%ass meetin$s, debenture ho%ders meetin$s
or creditors meetin$) ;f +es, #hether minutes boo/ in respect of these
meetin$s has been proper%+ maintained)

(=) B00=: 02 A330>n1: 4nd C0:1 Re307d: >nde7 Se31i0n 2)$
Chec/ #hether&

(i) boo/s of accounts are /ept at the re$istered office) ;f the same are
/ept at some other p%ace in ;ndia, a ,oard reso%ution #as passed and
7orm Do) 23AA f%ied #ith the 0e$istrar #ithin 3 da+s of the
decision@

(ii) the compan+ is re.uired to maintain cost records) ;f so, #hether cost
records are bein$ maintained)

(8) Re;i:1e7 02 P471i3>847: 02 C0n17431: in F6i36 Di7e3107: 47e In1e7e:1ed
>nde7 Se31i0n )1
Chec/ #hether&

(i) the re$ister is bein$ proper%+ maintained b+ enterin$ separate%+
particu%ars as prescribed under sub-section (1) of section 301 of a%%
contracts or arran$ements to #hich section 293 or section 299
app%ies@

(ii) the names of the directors votin$ for or a$ainst the contract or off
an$ement and the names of those remainin$ neutra% are recorded@

(iii) entries have been made #ithin 3 da+s from the date on #hich
contract or arran$ement #as made) ;f the compan+1s paid-up share
capita% is rupees one crore or more, chec/ #hether the previous
approva% of the Centra% =overnment has been obtained for enterin$
into contracts@

(iv) the re$ister specifies in re%ation to each director the names of firms
and bodies corporate of #hich notice has been $iven b+ him under
section 299(3)@

(v) the re$ister has been si$ned b+ the directors present at the ,oard
meetin$ fo%%o#in$ the meetin$ in #hich the contracts #ere
considered@

(vi) #here the above contracts andAor arran$ements have been approved
b+ members in their $enera% meetin$, the re$ister is maintained and
si$ned in accordance #ith the terms of the reso%ution thereat@ and

(vii) the re$ister is maintained at the re$istered office and is /ept open for
inspection and e:tracts and copies are permitted to be ta/en or are
$iven to the members in the same manner and on pa+ment of the
same fee as in the case of 0e$ister of members)

(9) Re;i:1e7 02 Di7e3107:# M4n4;in; Di7e3107# M4n4;e7 4nd Se37e147< >nde7
Se31i0n )
Chec/ #hether&

(i) the necessar+ particu%ars prescribed in sub-section (1) of section 303
and chan$es therein have been entered in respect of ever+ director,
mana$in$ director, mana$er or secretar+@

(ii) the names and particu%ars of companies nominatin$ directors have
a%so been entered in the re$ister@ and

(iii) the re$ister is /ept at the re$istered office and is /ept open for
inspection b+ members free of char$e and b+ outsiders on pa+ment of
fee of 0e) ;A- durin$ business hours sub2ect to such reasonab%e
restrictions as the compan+ ma+ b+ its Artic%es or in $enera% meetin$
impose)

(n) Re;i:1e7 02 Di7e3107:* S647e608din;: >nde7 Se31i0n )B
Chec/ #hether&

(i) the re$ister #as du%+ /ept at the re$istered office and contains
particu%ars prescribed in sub-sections (1), (2) K (3) of section 303 it
#as /ept open for inspection of an+ member or debenture ho%der
durin$ business hours sub2ect to reasonab%e restrictions as the
compan+ ma+, b+ its Artic%es or in $enera% meetin$, impose durin$
the period be$innin$ 1< da+s before the date of the compan+1s annua%
$enera% meetin$ and endin$ three da+s after the date of its
conc%usion, and it #as /ept open for inspection b+ an+ person actin$
on beha%f of the Centra% =overnment or of the 0e$istrar durin$ the
said period or an+ other period@

(ii) the re$ister #as produced at the commencement of the annua% $enera%
meetin$ and #as /ept open and accessib%e durin$ the continuation of
the meetin$ to an+ person havin$ the ri$ht to attend the meetin$@ and

(iii) ever+ director and ever+ person deemed to be a director under section
303(10) has $iven notice in #ritin$ to the compan+ in conformit+
#ith section 308 (1) to enab%e it to comp%+ #ith the provisions of
section 303)

(0) Re;i:1e7 02 In@e:19en1: 07 L04n: 94de# G>474n1ee Gi@en 07 Se3>7i1<
P70@ided >nde7 Se31i0n B2A (F5e525 151)51$$!)

;n case of companies not covered under sub-section (8) of section 332A,
Chec/ #hether&

(i) the re$ister has been maintained for enterin$ the fo%%o#in$
particu%ars@ (a) the name of the bod+ corporate@ (b) the amount, terms
and purpose of the investment or %oan or securit+ or $uarantee@ (c)
the date on #hich the investment or %oan has been made@ and (d) the
date on #hich the $uarantee has been $iven or securit+ has been
provided in connection #ith a %oan@

(ii) the particu%ars of ever+ investment or %oan made or $uarantee $iven
or securit+ provided has been entered chrono%o$ica%%+ in the re$ister
#ithin seven da+s of the ma/in$ of such investment or %oan, or the
$ivin$ of such $uarantee or provision of such securit+@

(iii) the re$ister is /ept at the re$istered office of the compan+@ and the
re$ister is /ept open for inspection and e:tracts thereof have been
supp%ied to members, if re.uired, on pa+ment of the re.uisite fee)

N01e C ;f the provisions of section 332A are not app%icab%e to a compan+, no
entries need to be made in the 0e$ister of investments or %oans made,
$uarantee $iven or securit+ provided uAs 332A)

(p) Re;i:1e7 02 ReneFed 4nd D>p8i341e Ce71i2i341e: >nde7 R>8e B 02 16e
C09p4nie: (i::>e 02 S647e Ce71i2i341e:) R>8e:# 1$&)

Chec/ #hether&

(i) the re$ister has been maintained containin$ prescribed particu%ars,
vi>)@ the name of the person to #hom the certificate has been issued,
the number and date of issue of share certificate etc)@ and

(ii) a%% entries in the re$ister have been authenticated b+ the secretar+ or
an+ other person authorised b+ the ,oard of directors)

(G) Re;i:1e7 02 De:17>31i0n 02 Re307d:DD03>9en1:
Chec/ #hether&

(i) the records and documents are bein$ /ept in the compan+ at %east for
the periods stated in the Companies (-reservation and 8isposa%s of
0ecords) 0u%es, 19!!@

(ii) the compan+ has maintained a re$ister in the prescribed form and has
entered particu%ars of documents destro+ed as per ru%e < of the
aforesaid 0u%es)

O16e7 Re;i:1e7:

7o%%o#in$ re$isters are optiona% re$isters and shou%d be maintained as $ood
secretaria% practice) ?o#ever, if the fo%%o#in$ re$isters are not maintained, the C(- shou%d
not .ua%if+ his certificate&

(4) Re;i:1e7 02 In:pe31i0n

Chec/ #hether the compan+ has maintained the re$ister of inspection
containin$ the fo%%o#in$ particu%ars vi>) &

(i) (eria% Dumber

(ii) 8ate

(iii) Dame and address of person #ho has inspected the document

(iv) -articu%ars of documents inspected

(v) (i$nature of the person #ho inspected the documents

(vi) (i$nature of a director)

N01e C 9aintenance of the said re$ister #ou%d he%p in verif+in$ the
comp%iance of various provisions of the Companies Act, 19! #here
recordsAdocuments are avai%ab%e for inspection)

(A) Re;i:1e7 02 Di7e3107:* A11end4n3e

As per re$u%ation 31 contained under (chedu%e-1 (Tab%e "A") to the
Companies Act, 19!, ever+ director present at an+ meetin$ of the ,oard or
of a Committee thereof sha%% si$n his name in a boo/ to be /ept for that
purpose) ;n vie# of this, companies shou%d maintain a re$ister for recordin$
the attendance of directors present in a meetin$ of the ,oardACommittee
thereof

(3) Re;i:1e7 02 S647e608de7:* A11end4n3e

Chec/ #hether the compan+ has maintained a re$ister of shareho%ders1
attendance at the $enera% meetin$s or has /ept the attendance s%ips co%%ected
from the members at the meetin$)

(d) Re;i:1e7 02 P70xie:

Chec/ #hether the re$ister of pro:ies containin$ detai%s of pro:ies %od$ed in
respect of ever+ $enera% meetin$ is maintained)

(e) Re;i:1e7 02 T74n:2e7:
Chec/ #hether&

(i) The compan+ has maintained separate re$ister of transfers
for different c%asses of sharesAdebentures, and entered therein the
particu%ars re%atin$ to the re$istration of transfer of sharesA
debentures@

(ii) transfer number as per the re$ister of transfer and date of approva%
has been entered in the (hare Transfer 8eed in 7orm 3,@

(iii) the Compan+ has maintained a separate fi%e of documents %i/e
-o#ers of Attorne+, -robate, Cetters of Administration andAor
(uccession Certificate, 0eso%ution of companies or other bodies
corporate authorisin$ an+ particu%ar person(s) to si$n on its beha%f
that are re$istered #ith the compan+@ and

(iv) detai%s of nomination forms have been noted)

(2) Re;i:1e7 02 Fixed A::e1:

Chec/ #hether the re$ister of fi:ed assets has been maintained containin$
prescribed particu%ars of .uantitative detai%s and situation of fi:ed assets of
the compan+ and its undated #ritten do#n va%ues)

(;) Re;i:1e7 02 D03>9en1: Se48ed
Chec/ #hether&

(i) the compan+ has maintained a re$ister of documents sea%ed@

(ii) the re$ister contains the fo%%o#in$ information &
(a) number and date of the minutes authorisin$ the use of the
sea%@
(b) date of sea%in$@
(c) persons in #hose presence the sea% #as affi:ed@
(d) document sea%ed@
(e) %ocation of document)

P474;74p6 25-T6e 309p4n< 64: d>8< 7i8ed 16e 2079: 4nd 7e1>7n: 4: :141ed in
Annex>7e ?B? 10 16i: 3e71i2i341e# Fi16 16e Re;i:1747 02 C09p4nie:# Re;i0n48 Di7e3107#
Cen1748 G0@e7n9en1# C09p4n< L4F B047d 07 016e7 4>1607i1ie: Fi16in 16e 1i9e
p7e:37iAed >nde7 16e A31 4nd 16e R>8e: 94de 16e7e>nde75

FORMS# RETURNS AND DOCUMENTS

T0 Ae Fi8ed Fi16 16e Re;i:1747 02 C09p4nie:

Chec/ #hether the compan+ has fi%ed #ith the 05C the re.uisite forms, returns and
documents #ithin the prescribed time or #ith pa+ment of additiona% fees in the event of
de%a+ed fi%in$) 6hi%e a detai%ed %ist is $iven in Appendi:-A, chec/ %ist for verification of
fre.uent%+ fi%ed forms, returns and documents is $iven hereunder&

Pe7i0di348 Re1>7n:

(4) Ann>48 Re1>7n
Chec/ #hether&

(i) the annua% return has been du%+ f%ied #ith the 05C #ithin !0 da+s of
the ho%din$ of the annua% $enera% meetin$@

(ii) #here annua% $enera% meetin$ has not been he%d, the return #as f%ied
#ithin !0 da+s from the date on #hich the annua% $enera% meetin$
ou$ht to have been he%d@

(iii) the return has been du%+ si$ned and the re.uisite certificates have
been attached as per section 1!1@

(iv) in case of a compan+ #hose shares are %isted on a reco$nised stoc/
e:chan$e, the return is a%so si$ned b+ a secretar+ in #ho%e-time
practice)

N01e C
(i) ;n case of an ad2ourned annua% $enera% meetin$,
chec/ #hether the annua% return incorporates the
date of the ori$ina% meetin$)

(ii) detai%ed $uidance can be had from the ;nstitute1s
pub%ication "=uidance Dote on (i$nin$ of Annua%
0eturn")

(A) B484n3e S6ee1# e135# >nde7 :e31i0n 22)
Chec/ #hether&

(i) the ba%ance sheet, etc), #ere adopted b+ the annua% $enera% meetin$@

(ii) 3 copies of ba%ance sheet, etc), #ere fi%ed #ith the 05C #ithin 30
da+s of the date of the annua% $enera% meetin$@

(iii) #here an annua% $enera% meetin$ has not been he%d, 3 copies of
ba%ance sheet etc) #ere fi%ed #ithin 30 da+s from the %atest da+ on or
before #hich the meetin$ shou%d have been he%d and #hether a
statement of the fact and of the reasons therefor #as fi%ed a%on$ #ith
the ba%ance sheet etc)@

(iv) #here ba%ance-sheet etc), #ere %aid before but not adopted b+ the
annua% $enera% meetin$ or the annua% $enera% meetin$ #as ad2ourned
#ithout adoptin$ the ba%ance sheet, #hether a statement of the fact
and reasons therefor #as f%ied a%on$ #ith the ba%ance sheet, etc)

(3) C09p8i4n3e Ce71i2i341e >nde7 Se31i0n !A
Chec/ #hether&

(i) the compan+ to #hich proviso to sub-section (1) of section 383A is
app%icab%e has fi%ed #ith the 05C a certificate from a C(- in 7orm
appended to the Companies (Comp%iance Certificate) 0u%es, 2001
#ithin 30 da+s from the date of annua% $enera% meetin$)

(ii) in case the annua% $enera% meetin$ of the compan+ is not he%d for the
+ear, the aforesaid Comp%iance Certificate has been fi%ed #ith the
05C #ithin 30 da+s from the %atest da+ on or before #hich that
meetin$ shou%d have been he%d)

O16e7 I9p0714n1 Re1>7n:

(4) Re1>7n 02 A88019en1
Chec/ #hether&

(i) the compan+ has made an+ a%%otment of its shares) ;f so, the return of
a%%otment in 7orm Do)2 #as fi%ed #ith the 0e$istrar #ithin 30 da+s
statin$ the number and nomina% amount of the shares comprised in
the a%%otment, the names, addresses, and occupations of the a%%ottees,
and the amount, if an+, paid or due and pa+ab%e on each share@

(ii) shares #ere a%%otted at a discount) ;f so, cop+ of the reso%ution
authorisin$ the issue of shares at a discount a%on$ #ith a cop+ of the
order of the Compan+ Ca# ,oard #as f%ied #ith the return@

(iii) shares #ere issued for consideration other than cash) ;f so, the
ori$ina% contract, a%on$ #ith a cop+ thereof, entered into #ith the
persons to #hom the shares #ere a%%otted for consideration other than
cash #as fi%ed #ith the return@

(iv) the cop+ of the contract #as verified b+ an affidavit b+ a director or
the (ecretar+ of the compan+@

(v) the contract for issue of shares for consideration other than cash #as
not reduced in #ritin$) ;f so, #hether particu%ars of the contract #ere
fi%ed in 7orm Do)3 and the 7orm #as du%+ stamped #ith stamp dut+
#hich #ou%d have been paid, had the contract been reduced to
#ritin$@

(vi) bonus shares #ere issued) ;f so, a return statin$ the number and
nomina% amount of the shares comprised in the a%%otment, the names,
address and occupation of the a%%ottees and a cop+ of the reso%ution
authorisin$ the issue of such shares #as fi%ed@

(vii) a%%otment has been made in pursuance of the order of the Court under
sections 391A39<) ;f so, verif+ #hether shares #ere a%%otted in the
proportion stated in the order)

N01e: C

1) The return of a%%otment is not re.uired to be f%ied in case the
a%%otment #as of forfeited shares or the a%%otment #as made
to the subscriber to the 9emorandum and Artic%es of
Association)

2) The return of a%%otment is not re.uired to be f%ied #here
debentures are a%%otted)

(A) Re1>7n 0n B><-B43= 02 Se3>7i1ie:

Chec/ #hether the compan+ has fi%ed #ith the 0e$istrar, 7orm Do) <A and
<C under the Companies (Centra% =overnment1s) =enera% 0u%es and 7orms,
19! and a return in the form specified at Anne:ure A to the -rivate Cimited
Compan+ and Hn%isted -ub%ic Cimited Compan+ (,u+ - ,ac/ of (ecurities)
0u%es, 1999 after the comp%etion of bu+-bac/)

(3) N01i3e 02 7ede9p1i0n 02 p7e2e7en3e :647e:# 30n:08id41i0n# di@i:i0n#
in37e4:e in :647e 34pi148# 34n3e8841i0n 02 :647e: 4nd in37e4:e in n>9Ae7
02 9e9Ae7:
Chec/ #hether&

(i) the re.uisite notice in 7orm Do) #as fi%ed #ithin 30 da+s from the
da+ on #hich an+ of the aforesaid events occurred or reso%ution
passed as the case ma+ be@ and

(ii) re.uisite re$istration fees have been paid on the difference bet#een
the increased capita% and the e:istin$ authorised capita% at the
e:istin$ rate)

(d) N01i3e 02 Si1>41i0nDC64n;e in Si1>41i0n 02 Re;i:1e7ed O22i3e
Chec/ #hether&

(i) the notice of situation or the notice of chan$e in the situation of
re$istered office in 7orm- 18 has been f%ied #ithin 30 da+s of the
date of incorporation or chan$e@

(ii) in addition to the above, chec/ a%so the fo%%o#in$ (if app%icab%e)&

(a) ;n the case of chan$e in the situation of the re$istered office
outside the %oca% %imits of an+ cit+, to#n or vi%%a$e but #ithin
the (tate and #ithin the 2urisdiction of the same 05C, chec/
#hether 7orm Do) 23 has been f%ied a%on$ #ith the cop+ of
specia% reso%ution passed b+ the compan+@

(b) ;n the case of chan$e in the situation of the re$istered office
outside the %oca% %imits of an+ cit+, to#n or vi%%a$e thou$h
#ithin the same (tate but from the 2urisdiction of one 05C
to the 2urisdiction of another 05C, chec/ #hether&

(i) confirmation from 0e$iona% 8irector has been
received@

(ii) the confirmation has been f%ied #ith the 05C #ithin
t#o months from the date of confirmation@

(iii) 7orm Do) 23 has been f%ied #ithin 30 da+s a%on$
#ith the cop+ of specia% reso%ution passed b+ the
compan+@

(iv) 7orm Do) 18 has been f%ied #ith both the 05Cs
#ithin 30 da+s@

(v) the 05C has certified the re$istration)

(c) ;n the case of chan$e in situation of the re$istered office from
one (tate to another, chec/ #hether&

(i) 7orm Do) 18 has been f%ied #ith both the 05Cs@

(ii) 7orm Do)21 has been fi%ed a%on$ #ith the certified
cop+ of the order of the Compan+ Ca# ,oard #ith
both the 05Cs #ithin three months)

(e) C0>71DCLB O7de7:

Chec/ #hether 7orm Do)21 has been fi%ed #ith the 05C a%on$ #ith certified copies
of the fo%%o#in$ orders&

Se31i0n
13(2) 5rder of the Compan+ Ca# ,oard approvin$ the shiftin$ of the re$istered office
from one (tate to other
39 5rder of the Compan+ Ca# ,oard approvin$ ;ssue of shares at discount
81(3) 5rder of the Centra% =overnment approvin$ the terms of issue of debentures
re%atin$ to conversion of debenture or %oan into shares
9<A(2) 5rder of the Centra% =overnment permittin$ pub%ic financia% institution to convert
debentures or %oan into shares
102(1) 5rder of the Court confirmin$ the reduction of capita%
103(3) 5rder of the Court disa%%o#in$ or confirmin$ variation of the share ho%ders1 ri$hts
111() or
111A
5rder of the Compan+ Ca# ,oard dismissin$ the appea% or re2ectin$ the
app%ication in respect of refusa% of re$istration of transfer and directin$ that the
transfer or transmission sha%% be re$istered b+ the compan+Adirectin$ the
rectification of the re$ister of members
113 5rder of the Compan+ Ca# ,oard $rantin$ e:tension of time for issue of
debenture certificate
1<1 5rder of the Compan+ Ca# ,oard e:tendin$ time for fi%in$ particu%ars of
re$istration, modification or satisfaction of char$es or rectif+in$ the re$ister of
char$es
18! 5rder of the Compan+ Ca# ,oard for a meetin$ of the compan+ to be ca%%ed, he%d
and conducted in terms of the 5rder
391(2) 5rder of the Court sanctionin$ an+ compromise or arran$ement
39<(3) 5rder of the Court ma/in$ provisions for severa% matters specified in section
39<(1) for imp%ementin$ the compromise or arran$ement
<0<(3) 5rder of the Compan+ Ca# ,oard providin$ for chan$e in 9emorandum or
Artic%es)

(2) Re;i:1741i0n 02 Re:08>1i0n: 4nd A;7ee9en1:

Chec/ #hether copies of reso%utions and a$reements re.uired to be f%ied
a%on$ #ith 7orm Do) 23 #ith the 05C under section 192 have been fi%ed
#ithin 30 da+s after the passin$ of the reso%ution or the ma/in$ of the
a$reement)

(;) Re1>7n 02 App0in19en1 02 M4n4;in; Di7e3107D (608e-1i9e Di7e3107D
M4n4;e7

Chec/ #hether&

(i) a return in form Do) 2C is fi%ed #ithin 90 da+s from the date of
appointment of 9ana$in$ 8irector or 6ho%e-time 8irectorA
9ana$er@

(ii) the certification #ith respect to comp%iance of a%% the re.uirements of
(chedu%e I;;; has been $iven b+ the auditor or secretar+ of the
compan+ or #here the compan+ has not appointed a secretar+ then it
has been $iven b+ the (ecretar+ in #ho%e-time practice)

(6) C0n:en1 10 A31 4: Di7e3107 02 16e C09p4n< (in 16e C4:e 02 P>A8i3
C09p4n<)

Chec/ #hether the director other than those specified in sub-section (2) of
section 2!< has fi%ed #ith the 0e$istrar his consent to act as director in 7orm
Do) 29 #ithin 30 da+s of his appointment)

N01e C ;f 7orm 29 contains an underta/in$ for ac.uirin$ .ua%ification shares,
the underta/in$ shou%d be $iven on a stamp paper of re.uisite va%ue)

(i) P471i3>847: 02 App0in19en1 02 Di7e3107:# M4n4;in; Di7e3107# M4n4;e7#
07 Se37e147< 4nd C64n;e: 94de HSe31i0n )(2)I

Chec/ #hether&

(i) the re.uisite returns in dup%icate had been fi%ed #ith the 05C in
7orm Do) 32 #ithin 30 da+s of appointmentAchan$e in director,
mana$in$ director, mana$er or secretar+@

(ii) upon the chan$e in particu%ars of director to a mana$in$A#ho%e-time
director or an additiona% director bein$ appointed as a director at
annua% $enera% meetin$, the fact has been notified in 7orm Do) 32)

(E) Re1>7n 02 Dep0:i1: >nde7 Se31i0n %!A

Chec/ #hether &

(i) the compan+ has on or before 30th da+ of June, f%ied #ith the
0e$istrar a return in the form anne:ed to Companies (Acceptance of
8eposits) 0u%es 193 du%+ certified b+ the auditor of the compan+@

(ii) a cop+ of the return has simu%taneous%+ been furnished to 0eserve
,an/ of ;ndia)

(=) P471i3>847: 02 Bene2i3i48 In1e7e:1 in S647e:

Chec/ #hether copies of 7orm-; and 7orm-;; a%on$ #ith 7orm-;;; under the
Companies (8ec%aration of ,eneficia% ;nterest in (hares) 0u%es, 193 have
been f%ied #ith the 05C, #herever app%icab%e)

(8) Re;i:1741i0n 02 C7e41i0nDM0di2i341i0nDS41i:2431i0n 02 C647;e

Chec/ #hether&

(i) the char$e fa%%s #ithin an+ one of the cate$ories of re$istrab%e char$es
as provided in sub-section (<) of section 12@

(ii) the prescribed particu%ars of the char$e re.uirin$ re$istration #ere
fi%ed in three copies #ith the 05C in 7orm Do)8 a%on$ #ith 7orm
Do) 13 du%+ si$ned b+ the compan+ as #e%% as the char$e-ho%der and
a%on$ #ith the ori$ina%Acertified cop+ of the) instrument, if an+,
#ithin 30 da+s after the date of, its creation or #ithin the time
permitted b+ the 05C under proviso to sub-section (;) of section 12
of the Companies Act@

(iii) in case of issue of debentures of a series, if there has been an+ char$e to the
benefit of debenture ho%ders of that series, the re.uired particu%ars have been
f%ied #ith the 0e$istrar in 7orm Do) 10 a%on$ #ith 7orm Do) 13 (in trip%icate)
#ithin 30 da+s from the date of e:ecution of the debentures of the series@

(iv) in case commission, a%%o#ance, discount is paid or made in consideration for
subscribin$, etc), to debentures, #hether the forms inc%uded particu%ars of
such commission, etc)@

(v) the documents #ere re$istered b+ the 05C and endorsed copies thereof have
been obtained@

(vi) abstract of re$istration is du%+ endorsed on ever+ debenture or certificate of
debenture stoc/ issued, the pa+ment of #hich is secured b+ the char$e
re$istered@

(vii) particu%ars of modification of char$es #ere fi%ed in three copies in 7orm Do)8
a%on$ #ith 7orm Do) 13 du%+ si$ned #ith the 05C #ithin 30 da+s of the
modification or #ithin the e:tended period@

(viii) a cop+ of the instrument creatin$Amodif+in$ char$eAa cop+ of debenture of
the series, if an+, re.uired to be re$istered #as /ept at the re$istered office@

(i:) #here pa+ment or satisfaction of char$e re$istered has been effected in fu%%,
intimation thereof has been sent to the 05C in three copies in 7orm Do) 13
a%on$ #ith 7orm Do) 13 du%+ si$ned, b+ the compan+ as #e%% as the
char$e-ho%der #ithin 30 da+s from the date of such pa+ment or satisfaction
(section 138)@

(:) the satisfaction of char$e has been re$istered b+ the 05C and endorsed copies
of documents have been obtained)

(:i) in case of de%a+AomissionAmis-statement in fi%in$ particu%ars of char$e
createdAmodified or issue of debentures of a series or intimation of
satisfaction of char$e, to the 05C a petition has been made to the Compan+
Ca# ,oard in accordance #ith the Compan+ Ca# ,oard 0e$u%ations, 1991
and CC, order obtained and certified cop+ of such order has been furnished
to the 05C a%on$ #ith 7orm Do) 21@ and

(:ii) instruments creatin$Amodif+in$ char$es are /ept open for inspection as
prescribed)

T0 Ae Fi8ed Fi16 016e7 A>1607i1ie:

Chec/ #hether forms, returns and documents have been fi%ed #ith the other
authorities mentioned be%o#&

(1) intimation has been $iven to the Compan+ Ca# ,oard in respect of an+
defau%t made b+ the compan+ in repa+ment of an+ deposits from sma%%
depositors #ithin !0 da+s from the date of defau%t) ;ntimation sha%% he $iven
on month%+ basis@

(2) cop+ of 0eturn of 8eposits of a non-ban/in$ non financia% compan+ has been
f%ied #ith the 0eserve ,an/ of ;ndia pursuant to ru%e 10 of the Companies
(Acceptance of 8eposits) 0u%es, 193@

(3) te:t of Advertisement invitin$ deposits b+ a non-ban/in$ financia% compan+
has been fi%ed #ith the 0eserve ,an/ of ;ndia pursuant to ru%e of the
Don-,an/in$ 7inancia% Companies And 9isc) Don-,an/in$ Companies
(Advertisement) 0u%es, 1933@

(<) returns have been fi%ed to the (ecurities and *:chan$e ,oard of ;ndia in case
of bu+-bac/ of securities@

() intimations re.uired to be $iven to the 5fficia% Ci.uidatorACourts #hen the
compan+ is in the process of #indin$ upAama%$aniationAiner$erA
reconstruction have been $iven)

P474;74p6-5-T6e 309p4n< Aein; 4 p7i@41e 8i9i1ed 309p4n< 64: 16e 9ini9>9
7e:37iAed p4id->p 34pi148 4nd i1: 94xi9>9 n>9Ae7 02 9e9Ae7: d>7in; 16e :4id
2in4n3i48 <e47 F4: JJJJJJJJJJJJJJJJJJJJ ex38>din; i1: p7e:en1 4nd p4:1
e9p80<ee: 4nd 16e 309p4n< d>7in; 16e <e47 >nde7 :37>1in<C

(i) 64: n01 in@i1ed p>A8i3 10 :>A:37iAe 207 i1: :647e: 07 deAen1>7e:K 4nd
(ii) 64: n01 in@i1ed 07 433ep1ed 4n< dep0:i1: 2709 pe7:0n: 016e7 164n i1:
9e9Ae7:# di7e3107: 07 16ei7 7e841i@e:5

STATUS OF T"E COMPAN'

(4) In 34:e 02 P7i@41e C09p4n<
Chec/ #hether&

(i) the compan+ has a minimum paid up capita% of 0s) 1 %a/h or such
hi$her paid-up capita% as ma+ be prescribed) ;n case of an e:istin$
private compan+ this re.uirement is to be comp%ied #ithin a period
of t#o +ears from the commencement of the Companies
(Amendment) Act, 2000 i)e) 13)12)2000@

(ii) compan+1s Artic%es contain provisions

(a) restrictin$ the ri$ht to transfer its shares@

(b) %imitin$ the number of members to fift+@ and

(c) prohibitin$ an+ invitation to pub%ic to subscribe its sharesA
debentures@

(d) prohibitin$ an+ invitation or acceptance of deposits from
persons other than its members, directors or their re%atives)

Dote& The re.uirement as at (d) above #as prescribed b+ the Companies
(Amendment) Act, 2000) -rivate companies formed before the
commencement of the said amendment Act ma+ not contain the
c%ause) (uch private companies shou%d therefore be advised to amend
the Artic%es of Association to inc%ude this c%ause)

(A) In 34:e 02 P7i@41e C09p4n< F6i36 i: 4 S>A:idi47< 02 4 P>A8i3 C09p4n<

Chec/ #hether the compan+ has a minimum paid-up capita% of %a/h rupees
or such hi$her paid up capita%, as ma+ be prescribed) ;n case of e:istin$
pub%ic %imited compan+, chec/ that it has enhanced its paid up capita% to five
%a/h rupees #ithin t#o +ears from the commencement of the Companies
(Amendment) Act, 2000 i)e) 13)12)2000)

Dote & A compan+ re$istered under section 2 before or after the
commencement of the Companies(Amendment) Act, 2000 sha%% not
be re.uired to have minimum paid up capita% srecified above)
?o#ever, a $uarantee compan+ havin$ share capita% shou%d have
minimum paid up capita% s%pecified above)

P474;74p6-45-T6e B047d 02 di7e3107: d>8< 9e1 JJJJJJJJJJ 1i9e: 0n JJJJJJJJJJ
(d41e:) in 7e:pe31 02 F6i36 9ee1in;: p70pe7 n01i3e: Fe7e ;i@en 4nd 16e
p703eedin;: Fe7e p70pe78< 7e307ded 4nd :i;ned in38>din; 16e 3i73>847
7e:08>1i0n: p4::ed in 16e 9in>1e: A00= 94in14ined 207 16e p>7p0:e5

MEETINGS OF DIRECTORS AND MINUTES

(4) Mee1in;: 02 Di7e3107:
Chec/ #hether&

(i) the re.uisite number of ,oard meetin$s as re.uired under section 28
of the Companies Act #ere he%d durin$ the +ear@

(ii) notice of each ,oard meetin$ in #ritin$ #as issued to a%% the
directors@

(iii) attendance-records are maintained and the re.uirements of ,oard
meetin$s re$ardin$ .uorum, chairman, minutes etc), have been
comp%ied #ith@

(iv) the items re.uired to be transacted on%+ at the meetin$ of the ,oard
#ere actua%%+ transacted at the meetin$ (0efer Appendi:-,) and not
b+ #a+ of reso%ution b+ circu%ation or other#ise@

(v) ever+ director has disc%osed his interest at the ,oard meetin$ #here
transaction is considered in #hich he is direct%+ or indirect%+
interested and the interested director has abstained from participatin$
or votin$ at such meetin$ and the notices of disc%osure of $enera%
interest under section 299 have been received from a%% the directors
before the c%ose of the financia% +ear and p%aced before and read at
the ne:t ,oard meetin$ and entries thereof have been made in the
0e$ister under section 301 and noted b+ the ,oard and rene#ed
ever+ +ear@

Dote & ;nterested directors of a private compan+ need not abstain
from participatin$ or votin$)

(vi) the ,oard had constituted an+ committees@ if so #hether re.uireme-
nts re$ardin$ .uorum, chairman, minutes, etc), of committee
meetin$s #ere du%+ comp%ied #ith-,

(vii) the minutes of committee meetin$s #ere re$u%ar%+ p%aced before the
,oard for ta/in$ note of@

(viii) the draft of the reso%utions proposed to be passed b+ circu%ation
to$ether #ith necessar+ papers #ere circu%ated to a%% the directors
then in ;ndia and their number #as not %ess than the .uorum fi:ed for
the ,oard meetin$ and to a%% the other directors at their usua%
addresses in ;ndia@

(i:) the reso%ution b+ circu%ation #as approved b+ re.uisite number of
directors its re.uired under section 289@

(:) the reso%utions passed b+ circu%ation #ere put up at the ne:t ,oard
meetin$ for ta/in$ note of)

(A) Min>1e: B00= 02 Mee1in;: 02 Di7e3107:
Chec/ #hether&

(i) minutes boo/s for ,oard and Committee meetin$s are maintained in
accordance #ith the provisions of section 193@

(ii) the -roceedin$s of each meetin$ are entered #ithin 30 da+s of the
meetin$@

(iii) each pa$e of the minutes boo/ is consecutive%+ numbered@

(iv) each pa$e of individua% minutes is du%+ initiai%ed or si$ned and the
%ast pa$e of each such minutes is dated and si$ned b+ the Chairman
of the same meetin$ or of the ne:t succeedin$ meetin$@

(v) names of directors present at the meetin$ are recorded in the minutes@

(vi) %eave of absence $ranted is recorded@

(vii) nature of interest of a director in an+ transaction and a%so his
abstainin$ from discussionAvotin$ on reso%ution are recorded@

(viii) names of directors dissentin$ from or not concurrin$ #ith the
reso%ution are recorded@

(i:) minutes have not been attached or pasted to the minutes boo/@

(:) minutes are maintained in %oose %eaf form@ if so #hether safe$uards
a$ainst manipu%ation have been ta/en and the %eaves are bound at
reasonab%e interva%s, sa+ si: monthsAone +ear@ and

(:i) the fact that documents or drafts p%aced before the meetin$ is
recorded in the minutes)

P474;74p6-%5-T6e 309p4n< 380:ed i1: Re;i:1e7 02 Me9Ae7: 4ndD07 DeAen1>7e
608de7: 2709 JJJJJJJJJJ 10 JJJJJJJJ 4nd ne3e::47< 309p8i4n3e 02 :e31i0n 1%4 02 16e
A31 64: Aeen 94de5

CLOSURE OF REGISTER OF MEMBERS OR DEBENTURE"OLDERS

Chec/ #hether&

(i) the 0e$ister of members or debenture-ho%ders #as c%osed durin$ the +ear@

(ii) the period for #hich it #as c%osed and the dates thereof did not e:ceed, in the
a$$re$ate, fort+ five da+s in a +ear and not for more than thirt+ da+s at an+
one time)

(iii) not %ess than seven da+s1 previous notice #as $iven b+ advertisement in some
ne#spaper circu%atin$ in the district in #hich the re$istered office of the
compan+ is situated, to c%ose the re$ister@

(iv) the compan+ has /ept forei$n re$ister of members or debenture ho%ders@ if so,
#hether an advertisement has been $iven in some ne#spaper circu%atin$ in
the district #herein the forei$n re$ister is /ept #here the compan+ c%ose its
re$ister of membersAdebenture ho%ders)

N01e C Dorma%%+ this re$ister is c%osed on%+ before the annua% $enera%
meetin$ and for other purposes record dates ma+ be fi:ed on%+ b+
%isted companies) This re.uirement #i%% not norma%%+ app%+ to a
private compan+))

P474;74p6-&5-T6e 4nn>48 ;ene748 9ee1in; 207 16e 2in4n3i48 <e47 ended 0n
JJJJJJJJJJ F4: 6e8d 0n JJJJJJJJJJ 421e7 ;i@in; d>e n01i3e 10 16e 9e9Ae7: 02 16e 309-
p4n< 4nd 16e 7e:08>1i0n: p4::ed 16e7e41 Fe7e d>8< 7e307ded in Min>1e: B00= 94in14ined
207 16e p>7p0:e5

ANNUAL GENERAL MEETING AND MINUTES

(4) Ann>48 Gene748 Mee1in;
Chec/ #hether&

(i) first annua% $enera% meetin$ #as he%d #ithin 18 months from the date
of incorporation of the compan+@

(ii) subse.uent annua% $enera% meetin$s have been he%d in each +ear
(ca%endar +ear) and the $ap bet#een t#o successive annua% $enera%
meetin$s has not been more than 1 months or the period e:tended
b+ the 05C@

(iii) the provisions of section 210 have been comp%ied #ith@

(iv) meetin$s have been ca%%ed durin$ business hours on a da+ not bein$ a
pub%ic ho%ida+ and he%d at the re$istered office of the compan+ or at
an+ p%ace in the same cit+, to#n or vi%%a$e@

(v) provisions of sections 131 to 193 and other re.uirements e)$), notice,
.uorum, chairman, pro:+, attendance, p%acin$ and readin$ of
Auditors1 report, p%acin$ instruments of pro:+, pro:+ re$ister and
re$ister of directors1 shareho%din$s, conduct of meetin$ and
preparation and si$nin$ of minutes etc), #ere comp%ied #ith)

Dote & -rovisions of section 131 to 18! do not app%+ to private
companies if the Artic%es of Association so provide)

(A) Sendin; 02 N01i3e:# e135 10 16e Me9Ae7:
Chec/ #hether&

(i) a cop+ of the ba%ance sheet, auditors1 report, ,oards1 report a%on$ #ith
a cop+ of the comp%iance certificate and other specified documents
inc%udin$ notice of the meetin$ #ere sent to members, trustees of
debenture-ho%ders, auditors, etc) free of cost at %east 21 c%ear da+s
before the meetin$) ;f sent %ess than 21 c%ear da+s before the meetin$
#hether such shorter period #as a$reed to b+ a%% the members) ;t1 an+
directions #ere received from the Centra% =overnment for circu%ation
of the cost audit report to the members a%on$ #ith the notice of the
annua% $enera% meetin$, #hether the same has been comp%ied #ith@

(ii) in case the shares of the compan+ are %isted on a stoc/ e:chan$e
ensure that the compan+ has supp%ied a cop+ of the comp%ete and fu%%
ba%ance sheet and profit and %oss account and the directors report to
shareho%der as provided under c%ause 32 of the %istin$ a$reement
thou$h abrid$ed accounts cou%d be sent pursuant to section 219 (1)
(b)(iv) in 7orm 23A,@

(iii) a cop+ of the unabrid$ed annua% report #as sent to members,
debenture-ho%ders and depositors on demand, #ithout char$e, #ithin
3 da+s of the re.uisition,

(3) Min>1e: B00=: 02 P703eedin;: 02 Gene748 Mee1in;:
Chec/ #hether&

(i) minutes boo/s are proper%+ maintained
- the proceedin$s of each $enera% meetin$ have been entered
#ithin 30 da+s of the meetin$@

- the pa$es of the minutes boo/ are consecutive%+ numbered)
*ach pa$e is du%+ initia%%ed or si$ned and the %ast pa$e of the
record of proceedin$s of each meetin$ is dated and si$ned b+
the Chairman of the meetin$ #ithin,30 da+s of the meetin$,
- in the event of deathAinabi%it+ of the Chairman to si$n minutes
of the $enera% meetin$, the ,oard reso%ution has been passed
authorisin$ an+ director to si$n #ithin that period@
- the minutes are not attached or pasted) A%% erasures or
a%terations are du%+ authenticated@
- the minutes are maintained in %oose %eaf form@ if so #hether
safe$uards a$ainst manipu%ation have been ta/en and the
pa$es are bound at reasonab%e interva%s, sa+ si: monthsAone
+ear@
- and the fact that documents or drafts p%aced before tire
meetin$ is recorded in the minutes)

(ii) minutes boo/s have been /ept at the re$istered office of the compan+
and /ept open durin$ business hours for inspection of members and
a%so, inspection is a%%o#ed to an+ member #ithout char$e durin$
business hours sub2ect to such reasonab%e restrictions as the compan+
ma+, b+ Artic%es or in $enera% meetin$ impose@

(iii) chec/ if copies of minutes of $enera% meetin$s #ere furnished #ithin
3 da+s of the receipt of re.uest on pa+ment of 0e) 1 for ever+ 100
#ords or fractiona% part thereof or such other fee as ma+ be
prescribed)

P474;74p6-B5- JJJJJJJJJJJJJJ ex174 07din47< 9ee1in;(:) F4:DFe7e 6e8d d>7in;
16e 2in4n3i48 <e47 421e7 ;i@in; d>e n01i3e 10 16e 9e9Ae7: 02 16e 309p4n< 4nd 16e
7e:08>1i0n: p4::ed 16e7e41 Fe7e d>8< 7e307ded in 16e Min>1e: B00= 94in14ined 207 16e
p>7p0:e5

E-TRA ORDINAR' GENERAL MEETING AND MINUTES

Chec/ #hether &

(i) re.uirements re%atin$ to notice, attendance, Chairman, .uorum, pro:+, pro:+
re$isterAinstruments of pro:+ and proper conduct of meetin$ as #e%% as
maintenance of minutes of a $enera% meetin$ have been comp%ied #ith@

(ii) in case of meetin$s oi% re.uisition,

(a) the re.uisition has set out the matters for consideration and has been
si$ned b+ n1einbers ho%din$ not %ess than) 1A10th of the paid-up
capita% #ith votin$ ri$hts or 1A10th of the tota% votin$ po#er) as the
case ma+ be,

(b) the ,oard, #ithin 2< da+s of deposit of a va%id re.uisition has
proceeded to ca%% a meetin$ on a da+ #ithin < da+s from the date of
deposit of such re.uisition@

(c) in case the meetin$ has been ca%%ed b+ re.uisitionists, reasonab%e
e:penses incurred b+ them have been reimbursed b+ the compan+
and this sum has been covered from ti%e defau%tin$ directors)

N01e & The chec/ %ist #ith re$ard to $ivin$ due notice and recordin$
of minutes as far as app%icab%e #i%% be the same as $iven
under para$raph !(b) and !(c) above)

P474;74p6-!5-T6e 309p4n< 64: 4d@4n3ed 804n 490>n1in; 10 R: JJJJJJJJJJ 10
JJJJJJ i1: di7e3107: 4ndD07 pe7:0n: 07 2i79: 07 309p4nie: 7e2e77ed in 16e :e31i0n 2$% 02
16e A31 421e7 309p8<in; Fi16 16e p70@i:i0n: 02 16e A315

LOANS TO DIRECTORS

Chec/ #hether provisions of section 29(2) are app%icab%e) ;f app%icab%e chec/ #hether

(a) an+ %oan has been made to

(i) an+ director of the compan+ or its ho%din$ compan+,

(ii) an+ partner or re%ative of an+ such director,

(iii) an+ firm in #hich an+ such director or re%ative is a partner,

(iv) an+ private compan+ of #hich an+ such director is a director or a
member,

(v) an+ bod+ corporate in #hich 2L or more votin$ po#er is e:ercised
b+ one or more such directors of the compan+,

(vi) an+ bod+ corporate #hereof, the ,oard, mana$in$ director or
mana$er are accustomed to act in accordance #ith directions or
instructions of the ,oard or an+ director(s) of the compan+ )

(b) the previous approva% of the Centra% =overnment as per section 29 (e:cept
housin$-%oan to a mana$in$ director, as per the $uide%ines issued b+ the
Centra% =overnment) has been obtained)
N01e C 0e%evant %ed$er accounts shou%d a%so be verified)

P474;74p6-$5-T6e 309p4n< 64: d>8< 309p8ied Fi16 16e p70@i:i0n: 02 :e31i0n 2$B
02 16e A31 in 7e:pe31 02 30n17431: :pe3i2ied in 1641 :e31i0n

BOARD*S SANCTION FOR CERTAIN CONTRACTS

Chec/ if e:emptions provided in sub-section (2) of section 293 #ere app%icab%e) ;f
not chec/ #hether&

(i) ,oard of directors1 consent #as obtained b+ a reso%ution passed at a meetin$
for enterin$ into contracts in #hich directors #ere interested@

(ii) 0e$iona% 8irector1s prior approva% #as obtained if the paid-up share capita% of
the compan+ #as not %ess than rupees one crore@

(iii) the particu%ars of contract #ere entered in the re$ister of contracts in
accordance #ith section 301)


P474;74p6- 1)5- T6e 309p4n< 64: 94de ne3e::47< en17ie: in 16e 7e;i:1e7
94in14ined >nde7 :e31i0n )1 02 16e A315

ENTRIES IN REGISTER OF CONTRACTS

Chec/ #hether&

(i) the re$ister is bein$ proper%+ maintained b+ separate%+ enterin$
particu%ars as prescribed under sub-section (1) of section 301 of a%%
contracts or arran$ements to #hich section 293 or section 299
app%ies@

(ii) the names of the directors votin$ for or a$ainst the contract or
arran$ement and the names of those remainin$ neutra% are recorded@

(iii) entries have been made #ithin 3 da+s from the date on #hich
contract or arran$ement #as made) ;f the compan+1s paid-up share
capita% is rupees one crore or more, chec/ #hether the previous
approva% of the Centra% =overnment has been obtained for enterin$
into contracts@

(iv) the re$ister specifies in re%ation to each director the names of firms
and bodies corporate of #hich notice has been $iven b+ him under
section 299(3)@

(v) the re$ister has been si$ned b+ the directors present at the ,oard
meetin$ fo%%o#in$ the meetin$ in #hich the contracts #ere
considered@

(vi) #here the above contracts andAor arran$ements have been approved
b+ members in their $enera% meetin$, the re$ister is maintained and
si$ned in accordance #ith the terms of the reso%ution thereat@ and

(vii) the re$ister is maintained at the re$istered office and is /ept open for
inspection and e:tracts and copies are permitted to be ta/en or are
$iven to the members in the same manner and on pa+ment of the
same fee as in the case of 0e$ister of members)


P474;74p6-115 - T6e 309p4n< 64: 0A14ined ne3e::47< 4pp70@48: 2709 16e B047d
02 di7e3107:# 9e9Ae7: 4nd p7e@i0>: 4pp70@48 02 16e Cen1748 G0@e7n9en1 p>7:>4n1 10
:e31i0n 14 02 16e A31 F6e7e@e7 4pp8i34A8e5

"OLDING OFFICE OR PLACE OF PROFIT

Chec/ #hether&

(i) a director of the compan+ and others referred to in c%ause (b) of
sub-section (1) of section 31< ho%d an+ office or p%ace of profit@

(ii) necessar+ dec%aration #as obtained from persons referred to in
sub-section (2A) of section 31<@

(iii) a prior specia% reso%ution #as du%+ passed at the $enera% meetin$ and
7orm Do) 23 #as du%+ fi%ed #ith the 0e$istrar@

(iv) prior approva% of the Centra% =overnment #as obtained #here
month%+ remuneration paid #as not %ess than 0s) 20,000A-, or as ma+
be prescribed@

(v) the concerned person vacated his office immediate%+ and refunded the
remuneration received from the compan+ if the Centra% =overnment1s
permission #as either not obtained or denied)


P474;74p6- 125-T6e B047d 02 di7e3107: 07 d>8< 30n:1i1>1ed C099i11ee 02
di7e3107: 64: 4pp70@ed 16e i::>e 02 d>p8i341e :647e 3e71i2i341e:5

ISSUE OF DUPLICATE S"ARE CERTIFICATES

Chec/ #hether

(i) if both stren$th and .uorum of the Committee of directors constituted
under ru%e 3(b) of the Companies (;ssue of (hare Certificates) 0u%es,
19!0, are not %ess than 3 directors #here the tota% number of directors
of the compan+ e:ceeds ! and not %ess than 2 directors #here the
tota% number does not e:ceed ! and to the e:tent the composition of
the ,oard of directors permits, ha%f of the number of members of the
Committee are directors other than a mana$in$ director or
#ho%e-time director@

(ii) the ,oard reso%ution for issue of dup%icate share certificates@

(iii) dup%icate certificates have been issued #ith the prior consent of the
,oard or Committee thereof as a%so in accordance #ith the
provisions of section 8< of the Act@

(iv) the form of certificate inc%udin$ sp%itAconso%idatedArep%acedA dup%icate
issued conforms to ru%e of the said 0u%es@

(v) certificates issued b+ the compan+ comp%+ #ith ru%e ! of the said
0u%es as to affi:in$ sea% and si$nin$ of certificates@

(vi)
(a) particu%ars of ever+ share certificate issued in the 0e$ister of
members have been recorded@

(b) particu%ars of ever+ share certificate issued for sp%itA
conso%idation or dup%icate certificate issued are recorded in
the re$ister of rene#edAconso%idated and dup%icate certificate
issued@

(c) a%% entries made in the 0e$ister of members or re$ister of
rene#ed or dup%icate certificates have been authenticated b+
the (ecretar+ or such other persons as ma+ be appointed b+
the ,oard)

(vii) the compan+ has a $ood interna% contro% s+stem for b%an/ form of
share certificate and a%% certificates issued and b%an/ stationer+ have
been periodica%%+ accounted to the ,oard@

(viii) a%% boo/s and documents re%atin$ to the issue of share certificates
have been preserved in $ood order permanent%+@

(i:) appropriate indemnit+ bond and affidavit have been obtained)

P474;74p6-15-T6e 309p4n< 64:C

(i) de%ivered a%% certificates on a%%otment of securities and on %od$ement thereof
for transferAtransmission or an+ other purpose in accordance #ith the

(ii) deposited the amount of dividend dec%ared inc%udin$ interim dividend in a
separate ban/ account on GGGGGGGGGG #hich is #ithin five da+s from the
date of dec%aration of such dividend)

(iii) paidAposted #arrants for dividends to a%% the members #ithin a period of 30
(Thirt+) da+s from the date of dec%aration and that a%% unc%aimedAunpaid
dividend has been transferred to Hnpaid 8ividend Account of the Compan+
#ith GGGGGGGG ,an/ on GGGGGGGGG

(iv) transferred the amounts in unpaid dividend account, app%ication mone+ due
for refund, matured deposits, matured debentures and the interest accrued
thereon #hich have remained unc%aimed or unpaid for a period of seven +ears
to ;nvestor *ducation and -rotection 7und)


ISSUE OF CERTIFICATES# TRANSFERDTRANSMISSION OF S"ARES# DIVIDEND#
BOARD*S REPORT

(4) I::>e 02 Ce71i2i341e: 207 S647e: 4nd 016e7 Se3>7i1ie:
Chec/ #hether&

(i) the compan+ has a%%otted shares and entered the names of a%%ottees in
its re$ister of members@

(ii) the compan+ has issued and de%ivered share-certificates as per
sections 83 and 113 of the Act and the provisions of the Companies
(issue of (hare Certificates) 0u%es, 19!0@

(iii) the compan+ has e:ecuted 8ebenture Trust 8eed in case of secured
debentures@

(iv) the compan+ has de%ivered debenture-certificates #ithin the
prescribed period and in case of de%a+, CC, 5rder for e:tension of
time has been obtained@

(v) the compan+ has re$istered transfer and transmission of shares as per
sections 108 to 113@

(vi) the compan+ has /ept in abe+ance the re$istration of transfers in
cases of Court in2unction)

(A) T74n:2e7 4nd T74n:9i::i0n 02 S647e:

1) Transfer of (hares

Chec/ #hether&

(i) the re.uirements contained in the Artic%es of Association
have been comp%ied #ith@

(ii) the transfer of sharesAdebentures and the issue of certificates
thereof have been made #ithin the stipu%ated time under
sections 108 and 113 in accordance #ith the procedures
prescribed@

(iii) in respect of transfer deeds reported %ost, the compan+ has
re$istered transfer of shares based on an app%ication in
#ritin$ on stamp paper of the re.uired va%ue #ith indemnit+
du%+ e:ecuted b+ the transferee to the satisfaction of the
,oard in accordance #ith the first proviso to section 108 (1)@

(iv) transfer app%ications du%+ e:ecuted b+ the transferor and
transferee comp%eted in a%% respects are de%ivered to the
compan+ #ithin the va%idit+ period mentioned in section
<08(;A)@

(v) share transfer app%ication is in 7orm 3,A3,,, as the case ma+
be@

(vi) a notice had been sent to the transferee in case of part%+ paid
shares@

(vii) re.uisite permission under section 108A, 108, and 108C has
been obtained from the Centra% =overnment in app%icab%e
cases@

(viii) an+ directions issued b+ the Centra% =overnment under
section 1088 has been comp%ied #ith@

(i:) nomination of sharesAdebentures received under section 109A
has been du%+ noted on re%evant re$isters b+ the compan+@

(:) the sharesAdebentures have not been re$istered in the name of
a firm, ?H7, trust (un%ess re$istered under (ocieties
0e$istration Act, 18!0), in vie# of the provisions under
section 13@

(:i) certification of transfer #as done in accordance #ith the
provisions under section 112) ;f +es, chec/ #hether the
certification on the instrument of transfer to the effect
"certificate %od$ed" #as done b+ a du%+ authorised person@
and

(:ii) a%% transfers have been proper%+ inc%uded in the Annua%
0eturn)
N01e C C(- shou%d a%so verif+ entries in the re$ister of
transfers)

;;) Transmission of shares
Chec/ #hether&

(a) the shares have been transmitted to the %e$a% representative of
the deceased shareho%der in the case of death of a so%e
shareho%der and in the case of 2oint ho%din$s on%+ to the
survivor(s)@

(b) transmission of shares is effected upon the production of
succession certificate or probate or %etter of administration or
indemnit+ du%+ si$ned b+ the %e$a% heirs of the deceased or as
per procedure stipu%ated b+ the ,oard of directors andAor
Artic%es of Association)

(3) De384741i0n# P4<9en1 4nd T74n:2e7 02 Di@idend
Chec/ #hether&

(i) dividends #ere dec%ared out of profits after providin$ for
depreciation accordin$ to the provisions of section 20(2)@

(ii) specified minimum amount has been transferred to reserves
accordin$ to the Companies (Transfer of -rofits to 0eserves) 0u%es,
193@

(iii) ,oard reso%ution recommendin$ dividend has been passed@

(iv) the ,oard has authorised the openin$ of a separate ,an/ Account for
pa+ment of dividend@

(v) the amount of dividend inc%udin$ interim dividend #as deposited in
the separate ,an/ Account #ithin da+s from the date of dec%aration
of such dividend@

(vi) re$ister of members #as c%osed as per the provisions of section 1<@

(vii) interim dividend, if an+, dec%ared b+ the ,oard of directors has been
confirmedAnoted at the annua% $enera% meetin$@

(viii) dividend recommended b+ the ,oard #as dec%ared at the annua%
$enera% meetin$@

(i:) dividend #arrants #ere printed, si$ned and despatched to the
re$istered shareho%ders #ithin 30 da+s of dec%aration@

(:) permission of 0eserve ,an/ of ;ndia, if re.uired #as obtained before
dividend #as remitted to forei$nersAnon resident ;ndians@

(:i) stoc/ e:chan$es #ere du%+ intimated, in case of %isted compan+@

(:ii) vo%untar+ transfer to reserves, if an+, #as made accordin$ to the
Companies (Transfer of -rofits to 0eserves) 0u%es, 193@

(:iii) in case of inade.uac+ of profits, the Companies (8ec%aration of
8ividends out of 0eserves) 0u%es, 193, #ere comp%ied #ith or
previous approva% of the Centra% =overnment #as obtained, before
such dec%aration@

(:iv) dividends #ere paid in accordance #ith section 20! on%+ to the
re$istered shareho%der or his order or to his ban/ers) ;n case of a
share #arrant, dividend has been paid to the bearer of such #arrant or
to his ban/ers@

(:v) unpaid or unc%aimed dividend #as transferred to the unpaid dividend
account #ithin 3 da+s after the e:pir+ of 30 da+s from the date of
dec%aration (section 20A)@

(:vi) amount of dividend remainin$ unpaid and unc%aimed for seven +ears from the
date the+ became due for pa+ment has been transferred to the ;nvestor
*ducation and -rotection 7und, estab%ished b+ the Centra% =overnment
pursuant to section 20C and #hi%e transferrin$ the amount, the compan+
furnished a statement in the prescribed form under section 20A(!))

(d) B047d*: Rep071
Chec/ #hether

(i) a ,oard reso%ution #as passed authorisin$ chairman or other directors to si$n
the report on beha%f of the ,oard@

(ii) the report #as du%+ si$ned b+ persons authorised to si$n@ (iii) the ,oard1s
report #as attached to the ba%ance sheet@

(iv) the report contained specified particu%ars vi>) state of affairs of the compan+,
proposed transfer to reserves, proposed dividend, materia% chan$es affectin$
the financia% position, conservation of ener$+, techno%o$+ absorption, etc)@

(v) the ,oard1s report inc%udes a statement sho#in$ emp%o+ees1 particu%ars in
accordance #ith the Companies (-articu%ars of *mp%o+ees) 0u%es, 193@

(vi) the ,oards1 report inc%udes a 8irectors1 0esponsibi%it+ (tatement, about&
- fo%%o#in$ app%icab%e accountin$ standards
- consistent app%ication of accountin$ po%ices
- maintenance of ade.uate accountin$ records
- preparation of annua% accounts on $oin$ concern basis

(vii) in the case of a Don-,an/in$ 7inancia% Compan+, a 0esiduar+ Don-ban/in$
compan+, the ,oard1s report inc%udes detai%s re.uired to be furnished under
Don-,an/in$ 7inancia% Companies (0eserve ,an/) 8irections, 1988A
0esiduar+ Don-,an/in$ Companies (0eserve ,an/) 8irections, 1983, as the
case ma+ be@

(viii) in case the compan+ has passed a specia% reso%ution authorisin$ it to
purchase its o#n securities (,u+-bac/) pursuant to section 33A and the
,u+-bac/ has not been comp%eted #ithin the time specified (12 months from
the date of the reso%ution), the reasons for fai%ure have been specified@

(i:) a cop+ of the Comp%iance Certificate issued b+ a C(- #as a%%ached to the
,oard1s report@

(:) the ,oard1s report $ives the fu%%est information and e:p%anations on ever+
reservation, .ua%ifications or adverse remar/s, if an+ contained in the
auditors1 report@

(:i) chan$es in the directors of the compan+ have been reported)

(e) T74n:2e7 02 Unp4id A90>n1: 10 16e In@e:107 Ed>341i0n 4nd P701e31i0n F>nd

Chec/ #hether the compan+ has du%+ transferred the fo%%o#in$ amounts to the
;nvestor *ducation and -rotection 7und &

(i) amounts in the unpaid dividend accounts of the compan+@

(ii) the app%ication mone+ received b+ the compan+ for a%%otment of an+
securities and due for refund@

(iii) matured deposits #ith the compan+@

(iv) matured debentures #ith the compan+@

(v) interest accrued on the amounts referred to in c%auses (i) to (iv) above@

;f such amounts have remained unc%aimed and unpaid for a period of seven +ears from the
date the+ became due for pa+ment)

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2i88 34:>48 @434n3ie: 64@e Aeen d>8< 94de5

APPOINTMENTS OF DIRECTORS

Chec/ #hether&

(a) the appointment conforms to the provisions contained in the Artic%es@

(b) the compan+ has the minimum number of directors - three in the case of a
pub%ic compan+ and t#o in the case of a private compan+@

(c) if the number had fa%%en be%o# the minimum, #hether action #as ta/en to
brin$ the number to the minimum@

(d) if it is a ne# compan+, chec/ if the first directors #ere appointed in
accordance #ith the Artic%es@

(e) in the case of a pub%ic compan+ #hether the provisions of sections 2 and
2! have been du%+ comp%ied #ith@

(f) persons other than retirin$ directors #ho #ere candidates for directorship at
the $enera% meetin$ had $iven not %ess than fourteen da+s notice and made a
deposit of 0s) 00A- per candidate and had a%so comp%ied #ith the provisions
of section 23@

($) in the case of a pub%ic compan+ if the number of directors has been increased
be+ond 12, approva% of the Centra% =overnment under section 29 has been
obtained@

(h) if the ,oard has fi%%ed up casua% vacanc+ amon$ directors appointed in
$enera% meetin$, the appointment #as in accordance #ith the Artic%es and
#as made at a meetin$ of the ,oard@

(i) if the ,oard has appointed an+ a%ternateAadditiona% director durin$ the +ear
under sections 313 and 2!0 respective%+, the appointment #as in accordance
#ith the Artic%es@

(2) if an+ nominee director has been appointed durin$ the +ear, the appointment
is in consonance #ith the provisions of the Artic%es of the compan+@

(/) the compan+ has comp%ied #ith the provisions of section 2! #here it has
adopted princip%e of proportiona% representation for appointment of directors@

(%) in the case of a pub%ic compan+, chec/ #hether it has secured Centra%
=overnment approva% as re.uired under section 2!8 for an amendment of an+
provision re%atin$ to the appointment or reappointment of mana$in$ or
#ho%e-time director or of a director not %iab%e to retire b+ rotation@

(m) directors other than those referred to in sub-section (2) of section 2!< had
$iven consent to act as director #ithin 30 da+s of his appointment and the
consent #as fi%ed #ith the 05C in 7orm Do) 29@

(n) none of the directors suffers from an+ of the dis.ua%ifications #ith
reference to section 23<@

(o) none of the directors is ho%din$ directorships in more than 1 companies
sub2ect to provisions of section 238 of the Act@

(p) the office of an+ director stands vacated on account of an+ of the
dis.ua%ifications specified in section 283 or contravention of the provisions
of section 31<(1)@

(.) in the case of a private compan+, the office of an+ director stands vacated on
account of an+ of the additiona% $rounds specified in the Artic%es of
Association@ and

(r) ;f an+ director #as removed before the e:pir+ of his term of office, in
accordance #ith the provisions of section 28< such director #as not
appointed afresh b+ the ,oard of directors as per proviso to section 28<(!))

P474;74p6-1%5- T6e 4pp0in19en1 02 M4n4;in; Di7e3107D(608e-1i9e Di7e3107D
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S36ed>8e -III 10 16e A31 4nd 4pp70@48 02 16e Cen1748 G0@e7n9en1 64: Aeen 0A14ined in
7e:pe31 02 4pp0in19en1 02 JJJJJJJJJJJ n01 Aein; in 1e79: 02 S36ed>8e -III5

APPOINTMENT OF MANAGERIAL PERSONNEL

Chec/ #hether&

(i) The appointment conforms to provisions contained in the Artic%es@

(ii) the appointment #as made in accordance #ith the provisions of section 2!9@

(iii) appointment had been made pursuant to (chedu%e-I;;; (a) the appointee has
furnished a dec%aration or other#ise stated that he satisfies the conditions
specified in -art ; of (chedu%e I;;;@ (b) the appointment #as in accordance
#ith the conditions specified in (chedu%e I;;;@ (c) return in 7orm Do)2C
#as fi%ed #ith the 0e$istrar #ithin 90 da+s of the date of appointment@ (d) the
appointment had been approved b+ the members in $enera% meetin$@ (e) in
case of appointment of mana$in$ director, 7orm Do) 23 #as fi%ed #ith the
05C #ithin 30 da+s@ (f) 7orm Do) 32 has been f%ied in dup%icate@ and ($) in
case the appointee had not comp%eted the a$e of 2 +ears, but had attained the
a$e of ma2orit+ or had attained the a$e of 30 +ears, his appointment had been
approved b+ a specia% reso%ution and 7orm Do) 23 #as fi%ed #ith the 05C@

(iv) the appointment re.uired the approva% of the Centra% =overnment@ if so
#hether app%ication in 7orm Do) 2A see/in$ the approva% of the Centra%
=overnment #as made #ithin ninet+ da+s of the appointment and #hether
the approva% of the Centra% =overnment has been received@

(v) the mana$in$ director or #ho%e-time director does not suffer from an+ of the
dis.ua%ifications specified in sections 23< and 2!3) ;n the case of mana$er,
chec/ #ith reference to section 38@

(vi) remuneration paid to 9ana$in$A6ho%e-time 8irectorA9ana$er is in
accordance #ith the provisions of the Act and terms and conditions of
approva%@

(vii) the provisions of section 31!A38! #here app%icab%e, have been
comp%ied #ith)

P474;74p6-1&5- T6e 4pp0in19en1 02 :08e-:e88in; 4;en1: F4: 94de in 309p8i4n3e
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APPOINTMENT OF SOLE SELLING AGENTS

Chec/ #hether&

(i) the compan+ has comp%ied #ith provisions of section 29< for appointment of
so%e se%%in$ a$ents and verif+ that such appointment is not prohibited under
section 29<AA@

(ii) 7orm Do) 23 has been du%+ fi%ed@

(iii) the a$reementAreso%ution states specifica%%+ that the appointment sha%% cease
to be va%id if it is not approved b+ the compan+ in the first $enera% meetin$
he%d after the date on #hich appointment is made@

(iv) Centra% =overnment re.uired the compan+ to furnish to it information
re$ardin$ terms and conditions of the appointment of so%e se%%in$ a$ent and if
so verif+ #hether necessar+ information #as furnished@

(v) the Centra% =overnment varied the terms and conditions of so%e se%%in$ a$ent
and if so #hether the same #ere comp%ied #ith@

(vi) previous approva% of the Centra% =overnment has been obtained #here the
individua% firm or bod+ corporate appointed as so%e se%%in$ a$ent had
substantia% interest in the compan+@

(vii) approva% b+ specia% reso%ution and of the Centra% =overnment #as obtained
for appointment of so%e se%%in$ a$ent #here the paid-up share capita% of the
compan+ #as 0s) 0 %a/hs or more)

P474;74p6-1B5-T6e 309p4n< 64: 0A14ined 488 ne3e::47< 4pp70@48: 02 16e Cen1748
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Ae80FC

APPROVALS OF VARIOUS AUT"ORITIES

MATTERS RE+UIRING APPROVALS OF CENTRAL GOVERNMENT

()
Do)
(ection 0emar/s
1) 8A(8) Compan+ deposits& e:tension of time for comp%iance #ith section 8A)
2) 81(3)(b) Authorisation to issue debentureAraise %oans #ith conversion c%ause)
3) 11<(1) ;ssue of share #arrants to bearer)
<) 1<9(2,) Commencement of business b+ compan+)
) 198(<) 0emuneration to mana$eria% personne% in case of %oss etc
!) 20<(1)
-roviso
;nitia% appointment of a firmAbod+ corporate to or in an office or p%ace of
profit for a term not e:ceedin$ ten +ears)
3) 20(i)
-roviso (c)
-a+ment of dividends #ithout providin$ for depreciation)
8) 20(2)(c) -rovision of depreciation on basis approved b+ =overnment
9) 20(2)(d) -rovision of depreciation on assets for #hich no rate has been prescribed)
10) 20A(3) 8ividend out of accumu%ated profits)
11) 208(3) -a+ment of interest out of capita%)
12) 211(<) 9odification of re.uirements of (chedu%e E;)
13) 212(8) Don app%ication of section 212 to a subsidiar+)
1<) 213(1) 9odification of financia% +ear of ho%din$Asubsidiar+ compan+)
1) 228(<) Audit of accounts of branch office e:emption from operation of section
228)
1!) 233,(2) Appointment of cost auditor)
13) 29 ;ncrease in number of directors)
18) 2!8 Amendment of provision re%atin$ to mana$in$, #ho%e-time or non
rotationa% directors)
19) 2!9 Appointment of mana$in$A#ho%e-time directors or mana$er)
20) 29<AA(2) Appointment of a person as so%e se%%in$ a$ent #hich has a substantia%
interest in the compan+)
21) 29<AA(3) Appointment of so%e se%%in$ a$ent b+ compan+ havin$ paid-up share
capita% of 0s) 0 %a/hs or more)
22) 29(1) Coans to directors)
23) 300(3) ;nterested director - e:emptionA modification of provision of section 300)
2<) 309(1)
-roviso (b)
0emuneration to professiona% directors) 5pinion of =overnment re$ard-
in$ professiona% 4ua%ifications of director)
2) 309(3) 0emuneration to directors)
2!) 309(,) 6aiver of recover+ of sum refundab%e b+ directors)
23) 310 ;ncrease in remuneration of directors)
28) 311 ;ncrease in remuneration of mana$in$A#ho%e-time director)
29) 31<(1,) ?o%din$ office or p%ace of profit b+ a re%ative or partner etc) of a director
or mana$er)
30) 31<(2)(b) 6aiver of recover+ of e:cess remuneration paid to directors)
31) 31!(<) Appointment as a mana$in$ director of more than t#o companies)
32) 38(2) 0emova% of dis.ua%ification of mana$er)
33) 38!(<) Appointment of a person as mana$er for more than t#o companies)
3<) 383 -roviso 0emuneration to mana$er in e:cess of prescribed %imit)
3) 39!A 8estruction of boo/s of ama%$amated compan+)
3!) 9< Accounts of forei$n compan+ - e:emption from section 9<)

1846 App. 42 Guidance Note on Compliance Certificate

MATTERS RE+UIRING ORDERS OF COMPAN' LA( BOARD

()
Do)
(ection 0emar/s
1) 13(2) Confirmation of a%teration in 9emorandum of Association as to chan$e
of p%ace of its re$istered office from one (tate to another)
2) 18(<) *:tension of time for fi%in$ document for re$istration of a%teration)
3) 19 0eviva% of order made under section 13)
<) <3 7or re%ief from conse.uences of fai%ure to comp%+ #ith conditions con-
stitutin$ it a private compan+)
) 39(2) To sanction issue of shares at a discount)
!) 80A(1) To $ive consent to issue of further redeemab%e preference shares in %ieu
of irredeemab%e preference shares)
3) 111 or 111A 0ectification of 0e$ister of members on an+ $round inc%udin$ refusa% of
re$istration of transferAtransmission of sharesA debentures b+ the
compan+)
8) 113(1) 7or e:tendin$ the period for de%iver+ of certificate of debenture)
9) 1<1(1) K (3) 7or e:tension of time or condonation of de%a+ in fi%in$ the particu%ars of
char$es or modification of char$es and intimation of satisfaction of
char$es #ith 05C)

10) 18! 7or orderin$ for ca%%in$ of $enera% meetin$ (other than annua% $enera%
meetin$))
11) 188() 7or order as to #hether the ri$hts conferred are bein$ abused to secure
need%ess pub%icit+ for defarnator+ matter and to order compan+1s costs
to be paid in #ho%e or in part b+ the re.uisitionists)
12) 22(3) -roviso To decide as to #hether ri$ht of auditors to $et their representation
circu%ated and read out at meetin$, is bein$ abused to secure need%ess
pub%icit+ for defamator+ matter and to order compan+1s costs on an
app%ication to be paid in #ho%e or in part b+ retirin$ auditors)
13) 28<(<) -roviso To decide as to #hether the ri$hts of a director to $et his representation
circu%ated and read out in meetin$ is bein$ abused to secure need%ess
pub%icit+ for defamator+ matter and to order compan+1s costs on
app%ication to be paid in #ho%e or in part b+ such director)

1<) <03(1)(b) To $rant %eave for an appointment of mana$in$ director or mana$er
#hose a$reement has been terminated or set aside provided notice has
been served on Centra% =overnment)

MATTERS RE+UIRING APPROVALS OF REGIONAL DIRECTOR

() Do) (ection 0emar/s
1) 13A Chan$e of re$istered office frorn the 2urisdiction of one 05C to the
2urisdiction of another 05C #ithin the same (tate)
2) 2 -o#er to dispense #ith 1Cimited1 in the name of the compan+
3) 22< (3), (3),
8(a)
Appointment of auditors in certain circumstances
<) 293(1) Contracts in #hich particu%ar directors are interested

MATTERS RE+UIRING APPROVAL OF REGISTRAR OF COMPANIES

() Do) (ection 0emar/s
1) 21 Chan$e of name b+ compan+
2) 31(1) A%teration in the Artic%es for convertin$ pub%ic compan+ into a private
compan+
3) <3A(2A) Convertin$ a pub%ic compan+ ((ection <3A compan+) into a private
compan+
<) 32 Chan$e of name for purposes of re$istration under -art ;I of the Act)

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94de 16e7e>nde75

DISCLOSURE OF INTEREST B' T"E DIRECTORS
TO T"E BOARD OF DIRECTORS

Chec/ #hether&

(i) ever+ director has disc%osed his interest at the ,oard meetin$ #here
transaction is considered in #hich he is direct%+ or indirect%+
interested,

(ii) the notices of disc%osure of $enera% interest under section 299 if
received from an+ director in 7orm Do) 2<AA in the %ast month of
the financia% +ear has been p%aced before and read at the ne:t ,oard
meetin$@

(iii) entries thereof have been made in the re$ister under section 301,
noted b+ the ,oard@

(iv) such notice under section 299 if not $iven at the meetin$ of the
,oard, #hether it #as brou$ht up and read at the meetin$ of the
,oard ne:t after it #as $iven@

(v) an+ director #ho has been appointed as director of another compan+
durin$ the +ear has made disc%osure thereof in terms of section 30
of the Act)

P474;74p6-1$5-T6e 309p4n< 64: i::>ed JJJJJJJJJ :647e:D deAen1>7e:D016e7 :e-
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ISSUE OF CAPITAL AND SECURITIES

(a) ;n Case of -rivate Companies
Chec/ #hether&

(i) the re%evant provisions in Artic%es of Association have been comp%ied
#ith and the increase is #ithin the authorised capita% of the compan+@

(ii) the compan+ has ;ssued e.uit+ share capita% #ith differentia% ri$hts as
to dividend votin$ or other#ise, if an+@

(iii) return of a%%otment #as fi%ed #ith the 05C in 7orm Do) 2 in
accordance #ith the provisions of section 3@

(iv) the re$ister of shareho%dersAmembers has been proper%+ maintained
and the number of shareho%ders are not more than 0@

(v) share certificates, have been issued to the a%%ottees in accordance #ith
the Companies (issue of (hare Certificates) 0u%es, 19!0 #ithin the
prescribed period@ and

(vi) #here the compan+ has issued preference shares, provisions of
sections 80(A) and 80A have been comp%ied #ith,

(vii) the compan+ has private%+ p%aced 8ebentures and if (o it has
comp%ied #ith provisions of section 113C and a cop+ of the Trust
8eed has been for#arded on pa+ment of re.uisite fee to an+ member
or debenture-ho%der,

(viii) the compan+, #hich has cornpicted a bu+-bac/ of its shares or other
specified securities has not made further issue of the same /ind of
securities in the %ast 2< months as stipu%ated in section 33A(8))

(A) In C4:e 02 P>A8i3 C09p4nie:

Chec/ #hether&

(i) at the first instance the shares are offered to the e:istin$ shareho%ders
in proportion to the capita% paid-up on shares he%d@

(ii) in case shares are offered to an+ persons #hether or not those persons
inc%ude e:istin$ shareho%ders in an+ manner #hatsoever&

(a) specia% reso%ution #as passed@ or

(b) e%se the votes cast in favour of the reso%ution e:ceeded the
votes cast a$ainst the proposa% and the approva% of the
Centra% =overnment #as obtained@

(c) in case of specia% reso%ution, 7orm Do) 23 #as f%ied #ith the
05C@

(d) in case of -ub%ic ;ssue, separate ,an/ Accounts have been
opened and #hether ,oard reso%utions have been passed)

(iii) the compan+ has issued e.uit+ share capita% #ith differentia% ri$hts as
to dividend, votin$ or other#ise, if an+, in accordance #ith the 0u%es
prescribed b+ the Centra% =overnment,

(iv) the ,oard has approved ti%e draft prospectusA%etter of offer of ri$htsA
offerin$ circu%ar (restrictin$ circu%ation to be%o# 0 persons) before
issue@

(v) the appointments of a%% the a$encies dea%in$ #ith the issue #ere du%+
approved b+ the ,oard@

(vi) ;nitia% %istin$ app%icationAs hasAhave been f%ied #ith the (toc/
*:chan$es before fi%in$ the prospectus #ith the 05C@

(vii) minimum subscription has been raised@

(viii) the compan+ has received the minimurn subscription in terms of
$uide%ines issued in this re$ard@

(i:) the basis of a%%otment has been approved b+ the 0e$iona% (toc/
*:chan$e@

(:) in the case of %isted companies permission for %istin$ of securities has
been received from a%% the (toc/ *:chan$es mentioned in the
prospectus)

(:i) refund orders #ere sent in time@

(:ii) %istin$ a$reements #ere si$ned #ith the (toc/ *:chan$es #here the
shares #ere to be %isted and the e:ecutant on beha%f of the compan+
had the authorit+ from the ,oard and #hether %istin$Atradin$
permissions have been obtained@

(:iii) in case debentures have been issued #ith an option to convert #ho%e
or part into shares, chec/ the app%icabi%it+ of the -ub%ic Companies
(Terms of ;ssue of 8ebentures and 0aisinc, of Coans #ith 5ption to
Convert such 8ebentures and Coans into (hares) 0u%es, 1933@

(:iv) the compan+ #hich has comp%eted a bu+-bac/ of its shares or other
specified securities has not made further issue of the same /ind of
securities in the %ast 2< months as stipu%ated in section 33A(8))

(3) P7e2e7en1i48 I::>e A< Li:1ed C09p4nie:

Chec/ #hether %isted compan+ has issued capita% b+ #a+ of1 sharcsA7C8sA
-C8s or an+ other financia% instruments on a preferentia% basis #hich #ou%d
be converted into or e:chan$ed #ith e.uit+ shares at a %ater date to an+ se%ect
$roup of persons if +es, then&

(i) chec/ that the issue #as not offered to more than 0 persons in
conformit+ #ith subsection (3) of section !3@

(ii) in case shares are offered to an+ persons #hether or not those persons
inc%ude e:istin$ shareho%ders 1in an+ manner #hatsoever

(a) specia% reso%ution #as passed@ or

(b) e%se the votes cast ;;; favour of the reso%ution e:ceeded the
votes cast a$ainst the proposa% and ti%e approva% of the
Centra% =overnment #as obtained,

(c) in case of specia% reso%ution, 7orm Do) 23 #as fi%ed #ith the
05C)

(d) I::>e 02 DeAen1>7e:

Chec/ #hether&

(i) the compan+ has appointed one or more debenture trustees
before issue of prospectus or %etter of offer to the pub%ic for
subscription of its debentures@

(ii) the debenture trustee does not suffer from an+ of the
dis.ua%ifications #ith reference to the provisions of proviso
to section 113,(1)@

(iii) the compan+ has stated on the face of such prospectus or
%etter of offer that the trustees have $iven their consent@

(iv) a Trust 8eed has been e:ecuted #ithin such period and in
such form as prescribed for securin$ an+ issue of debentures@

(v) a cop+ of Trust 8eed is made avai%ab%e for inspection to an+
member or debenture ho%der@

(vi) a cop+ of the Trust 8eed has been for#arded on pa+ment of
re.uisite fee to an+ member or debenture-ho%der@

(vii) the compan+ has comp%ied #ith the 5rder of the Compan+
Ca# ,oard, if an+, #ith re$ard to incurrin$ of an+ further
%iabi%ities@

(viii) the compan+ had re-issued the redeemed debentures in
accordance #ith section 121@ if so, chec/ that such re-issue
#as not prohibited b+ compan+1s Artic%es, in the conditions
of issue or in an+ contract entered into b+ the compan+ or the
compan+ has manifested its intention that the debentures
sha%% be cance%%ed)

(e) I::>e 02 SFe41 EG>i1< S647e:

Chec/ #hether&

(i) at %east one +ear has e%apsed since the date on #hich the
compan+ #as entit%ed to commence business,

(ii) that the s#eat e.uit+ shares issued are shares on%+ of a c%ass
a%read+ issued@

(iii) that a specia% reso%ution #as passed at a $enera% meetin$
authorisin$ the issue@

(iv) a%so that the specia% reso%ution specified the number of
shares, current mar/et price, consideration, if an+, and the
c%ass or c%asses of directors or emp%o+ees to #hom such
shares are to be issued@

(v) #hether the compan+ has f%ied 7orm Do) 23 #ith the 05C
a%on$ #ith a cop+ of the reso%ution #ithin 30 da+s from the
date the reso%ution #as passed,

(vi) if the compan+ is an un%isted compan+, that the issue of s#eat
e.uit+ shares #as in accordance #ith the $uide%ines as
prescribed b+ the Centra% =overnment)

;f the Compan+ is a Cisted Compan+

Chec/&

(vii) the compan+ had for#arded 3 copies of the notice and one
cop+ of the proceedin$s of the $enera% meetin$ to the stoc/
e:chan$e@

(viii) that the issue #as in accordance #ith the re$u%ations ipade
b+ (*,; in this re$ard@

(i:) if the shares #ere issued for consideration other than cash,
the Artic%es of the compan+ permit the same)

(2) C4pi148i:41i0n 02 P702i1DI::>e 02 B0n>: S647e:

Chec/ #hether &

(i) Artic%es of Association of the compan+ provide for
capita%isation of profits@

(ii) re.uisite reso%ution #as passed b+ the shareho%ders in their
meetin$ for capita%isation of profits and issuin$ bonus shares,

(iii) bonus issue is made out of free reserves bui%t out of $enuine
profits or share premium co%%ected in cash on%+ and reserves
created b+ reva%uation of fi:ed assets are not capita%ised@

;n the Case of Cisted Compan+, a%so chec/ #hether&

(iv) =uide%ines issued b+ (*,; re%atin$ to ,onus shares for
disc%osure and investor protection have been du%+ compi%ed
#ith,

(v) issue of bonus shares is not made prior to 12 months after a
pub%icAri$hts ;ssue)

(vi) the bonus proposa% has been imp%emented #ithin si: months
from the date of ,oard1s approva%)

(;) C488: 0n S647e:DDeAen1>7e:

Chec/ #hether&

(i) ca%% on sharesAdebentures #as made b+ the ,oard of directors b+,
means of reso%utions passed at the ,oard meetin$ as re.uired Cinder
section 292(1)(a)@

(ii) ca%% on sharesAdebentures comp%ied #ith the (tipu%ations contained in
the Artic%es of Association&

(iii) the ,oard of directors approved the rate of interest pa+ab%e on
de%a+ed pa+ment of ca%%s in conformit+ #ith the provisions contained
in the Artic%es of Association)

(6) F072ei1>7e 4nd Re-i::>e 02 S647e:

(a) 7orfeiture
Chec/ #hether&

(i) the compan+ has forfeited shares durin$ the +ear in
accordance #ith provisions contained in the Artic%es@

(ii) necessar+ notin$Arecordin$ has been done in the 0e$ister of
members and other re$isters)

(b) 0e-issue of 7orfeited (hares
Chec/ #hether&

(i) the compan+ has reissued the forfeited shares and if so, the
re-issue has been done in accordance #ith the provisions
contained in the Artic%es@

(ii) the a$$re$ate of the amount received on forfeited shares and
amount received on the reissue of those forfeited shares #as
not be%o# the issue price of the ori$ina% shares #hich #ere
du%+ forfeited@

(iii) share certificates have been issued to the a%%ottee(s) and
necessar+ entries made in the 0e$ister of members)

N01e C There is no need to fi%e return of a%%otment #ith 05C
for reissue of forfeited shares)

P474;74p6-2)5-T6e 309p4n< 64: A0>;61 A43= JJJJJJJJJJ :647e: d>7in; 16e
2in4n3i48 <e47 endin; JJJJJJJJJ 421e7 309p8<in; Fi16 16e p70@i:i0n: 02 16e A315

BU'-BAC, OF S"ARESDSECURITIES

;f the compan+ has bou$ht bac/ an+ sharesAsecurities, chec/ #hether&

(i) the Artic%es authorise bu+ bac/ of securities@

(ii) a specia% reso%ution #as passed at a $enera% meetin$ approvin$ the bu+-bac/
of securities and the same #as fi%ed a%on$ #ith 7orm Do) 23 #ith the 05C
#ithin 30 da+s from the date of passin$ the reso%ution@

(iii) the bu+-bac/ #as made on%+ out of the compan+1s free reserves, securities
premium account, the proceeds of an+ shares or other specified securities@

(iv) the bu+-bac/ #as not made out of the proceeds of an ear%ier issue of the same
/ind of sharesAsecurities@

(v)
(a) the a$$re$ate va%ue of bu+-bac/ #as not e:ceedin$ 2L of the tota%
paid-up capita% and free reserves of the compan+)

(b) if the bu+-bac/ #as of e.uit+ shares in the financia% +ear, it did not
e:ceed 2L of the tota% paid-up e.uit+ capita% in that financia% +ear)

(c) a%% the sharesAsecurities so bou$ht bac/ #ere fu%%+ paid-up)

(d) the ratio of debt inc%udin$ a%% amounts secured and unsecured o#ed
b+ the compan+ #as not more than t#ice the capita% and its free
reserves after such bu+-bac/, e:cept #here a hi$her ratio has been
prescribed b+ the Centra% =overnment for a c%ass or c%asses of
companies)

(vi) the bu+-bac/ process #as comp%eted #ithin 12 months from the date of
passin$ of the specia% reso%ution@ if it #as not comp%eted #ithin the stipu%ated
time a%so chec/ #hether the reasons thereof #ere stated in the ,oard1s report@

(vii) I2 16e C09p4n< i: 4n Un8i:1ed P>A8i3 Li9i1ed C09p4n< 07 4 P7i@41e
Li9i1ed C09p4n<#
Chec/ #hether&

(a) the bu+-bac/ #as made in accordance #ith the -rivate Cimited
Compan+ and Hn%isted -ub%ic Cimited Compan+ (,u+-bac/ of
(ecurities) 0u%es, 1999 issued b+ the 8epartment of Compan+
Affairs@

(b) the compan+ had passed a specia% reso%ution and an e:p%anator+
statement #as anne:ed to the notice containin$ disc%osures as
specified in (chedu%e 1 to the 0u%es@

(c) a draft %etter of offer containin$ particu%ars specified in (chedu%e 11
to the 0u%es #as fi%ed #ith 05C@

(d) a dec%aration of so%venc+ in form Do) <A #as fi%ed #ith the 05C
a%on$ #ith the %etter of offer@

(e) the %etter of offer #as despatched immediate%+ after fi%in$ #ith 05C
but not %ater than 21 da+s from its fi%in$ #ith 05C@

(f) the offer for bu+-bac/ remained open to the members for a period not
%ess than 1 da+s and not e:ceedin$ 30 da+s from the date of
despatch of %etter of offer@

($) the acceptance per shareho%der #as on proportionate basis #here
shares offered b+ shareho%ders are more than the tota% number of
shares to be bou$ht bac/@

(h) the compan+ had immediate%+ after the date of c%osure of the offer
opened a specia% ban/ account and deposited therein such sum, as
#ou%d ma/e up the entire sum due and pa+ab%e as consideration for
the bu+-bac/ in terms of the 0u%es@

(i) the share certificates so bou$ht bac/ #ere e:tin$uished and
ph+sica%%+ destro+ed in the presence of a C(- #ithin 3 da+s of the
%ast date of comp%etion of bu+-bac/@

(2) the compan+ had furnished #ith the 05C a certificate du%+ verified
b+ t#o directors inc%udin$ the 9ana$in$ 8irector and a C(-
certif+in$ comp%iance #ith above mentioned 0u%es and a%so
specifica%%+ ru%e 10(1) of the said 0u%es re$ardin$ e:tin$uishin$ of
share certificates #ithin 3 da+s of the e:tin$uishin$ and destruction
of the certificates@

(/) the compan+ has f%ied #ith the 05C a return on bu+-bac/ of
securities as prescribed in Anne:ure 1A1 of the said 0u%es #ithin 30
da+s of comp%etion of the bu+-bac/-,

(1) the re$ister on bu+-bac/ of securities has been maintained b+ the
compan+ as prescribed in Anne:ure 1,1 of the said 0u%es)

(viii) I2 16e C09p4n< i: 4 Li:1ed C09p4n< in addition to the re.uirements stated
at (i) to (vi) above chec/ #hether&

(a) the bu+-bac/ #as made as per the (*,; (,u+-bac/ of (ecurities)
0e$u%ations, 1998@

(b) the compan+ has fi%ed #ith (*,; and the 05C a return on bu+-bac/
of securities #ithin 30 da+s of comp%etion of the bu+-bac/ in the
prescribed format@

(c) the re$ister on bu+-bac/ of securities has been maintained b+ the
compan+ in the prescribed format)

(i:) the compan+ #hich has comp%eted bu+-bac/ has not made further issue
(inc%udin$ ri$hts issue) of the same /ind of shares or other specified
securities #ithin 2< months e:cept b+ #a+ of bonus issues or in the dischar$e
of subsistin$ ob%i$ations such as conversion of #arrants, stoc/ option
scheme, s#eat e.uit+ or conversion of preference shares or debentures into
e.uit+ shares@

(:) prohibition for bu+-bac/ is not attracted in certain circumstances as set out
under section 33,)

P474;74p6-215-T6e 309p4n< 64: 7edee9ed JJJJJJJJJJJJJ p7e2e7en3e :647e:D
deAen1>7e: d>7in; 16e <e47 421e7 309p8<in; Fi16 16e p70@i:i0n: 02 16e A315

REDEMPTION OF PREFERENCE S"ARE(DEBENTURES

(4) Rede9p1i0n 02 P7e2e7en3e S647e:
Chec/ #hether an+ preference shares have been redeemed@ if so chec/

(i) the provisions contained in Artic%es of Association have been
comp%ied #ith@

(ii) the conditions set out in section 80 of the Act have been met@ and

(iii) 7orm Do) has been fi%ed #ith the 05C #ithin 30 da+s from the
date of redemption)

(A) Rede9p1i0n 02 DeAen1>7e:
Chec/ #hether&

(i) the compan+ has created a debenture redemption reserve for the
redemption of debentures and credited ade.uate amount from out of
the profits unti% such debentures are redeemed@

(ii) the compan+ has not uti%ised the debenture reserve e:cept for the
redemption of debentures@

(iii) the compan+ has paid interest and redeemed the debentures in
accordance #ith the terms and conditions of their issue@

(iv) the compan+ has comp%ied #ith the order, if an+, of the Compan+
Ca# ,oard #ith re$ard to redemption of debentures)

P474;74p6-225-T6e 309p4n< F6e7e@e7 ne3e::47< 64: =ep1 in 4Ae<4n3e 7i;61: 10
di@idend# 7i;61: :647e: 4nd A0n>: :647e: pendin; 7e;i:1741i0n 02 174n:2e7 02 :647e: in
309p8i4n3e Fi16 16e p70@i:i0n: 02 16e A315

RIG"TS TO DIVIDEND# RIG"TS S"ARES AND BONUS S"ARES "ELD IN
ABE'ANCE

Chec/ #hether&

(i) ri$hts to dividend, ri$hts shares and bonus shares have been he%d in abe+ance
in cases #here the instrument of transfer has been de%ivered to the compan+
and the transfer of1 such shares has not been rea%stered b+ the compan+@

(ii) in case instrument of transfer of shares is pendin$ re$istration #ith the
compan+, chec/ #hether the dividend re%atin$, to such shares has been
transferred to a specia% ban/ account opened b+ the compan+ under section
20A un%ess the compan+ is authorised b+ the re$istered shareho%der, in
#ritin$, to pa+ such dividend to the transferee specified in the instrument of
transfer)

P474;74p6-25-T6e 309p4n< 64: 309p8ied Fi16 16e p70@i:i0n: 02 :e31i0n: %!A
4nd %!AA 7e4d Fi16 C09p4nie: (A33ep14n3e 02 Dep0:i1) R>8e:# 1$B%D16e 4pp8i34A8e
di7e31i0n: i::>ed A< 16e Re:e7@e B4n= 02 Indi4D4n< 016e7 4>1607i1< in 7e:pe31 02 dep0:i1:
433ep1ed in38>din; >n:e3>7ed 804n: 14=en# 490>n1in; 10 R: JJJJJJJJJ 74i:ed A< 16e
309p4n< d>7in; 16e<e47 4nd 16e 309p4n< 64: 7i8ed 16e 30p< 02 4d@e71i:e9en1D
:141e9en1 in 8ie> 02 4d@e71i:e9en1D ne3e::47< p471i3>847: 4: 7eG>i7ed Fi16 16e Re;i:1747
02 C09p4nie: JJJJJJJJJJJ 0n JJJJJJJJJJ T6e 309p4n< 64: 48:0 2i8ed 7e1>7n 02 dep0:i1
Fi16 16e Re;i:1747 02 C09p4nie:DRe:e7@e B4n= 02 Indi4D016e7 4>1607i1ie:5

BORRO(INGS B' (A' OF DEPOSITS

(4) B0770Fin;: A< (4< 02 Dep0:i1: A< NBNFC:
Chec/ #hether&

(i) the compan+ is not in defau%t in the repa+ment of an+ deposit or part
thereof and an+ interest thereupon in accordance #ith the terms and
conditions of such deposit@

(ii) approva% of the ,oard in terms of section 292 (1) has been obtained
to invite -deposits and draft advertisement approved@

(iii) the advertisement has been issued on the authorit+ and in the name of
the ,oard@

(iv) the advertisement contains the particu%ars specified in ru%es <(2) (a) to
(/) of the Companies (Acceptance of 8eposits) 0u%es, 193) ;n case
deposits #ere accepted #ithout invitation, chec/ that a statement in
%ieu of advertisement has been de%ivered to the 05C before acceptin$
deposits (ru%e <A)@

(v) a cop+ of the advertisement du%+ si$ned b+ ma2orit+ of directors #as
fi%ed #ith the 05C, for re$istration, before pub%ishin$ the same@

(vi) advertisement has been pub%ished in a %eadin$ *n$%ish ne#spaper and
one vernacu%ar ne#spaper circu%atin$ in the (tate #here the
re$istered office is situated #ithin the prescribed time@

(vii) proper scrutin+ of the fi:ed deposit app%ication forms, particu%ar%+ the
name(s), amount, address and other re%evant particu%ars, has been
done@

(viii) deposits repa+ab%e on demand or on notice or after a period of thirt+
si: months have not been accepted@

(i:) no deposits #ere accepted for a period of %ess than si: months and
more than three +ears@

(:) deposits have been accepted #ithin the %imits prescribed in ru%e 3(2)@

(:i) the rate of interest on deposits is #ithin the prescribed %imit@

(:ii) the rate of bro/era$e is #ithin the prescribed %imits@

(:iii) the compan+, depositsAin vests on or before 30th Apri% of each +ear
not %ess than the prescribed %imit of the deposits maturin$ durin$ the
+ear, in specified securities (ru%e 3A)@

(:iv) proper receipts #ere issued to the depositors on the acceptance of
deposits@

(:v) re$ister of deposits has been maintained #ith particu%ars specified in
ru%e 3@

(:vi) return of deposits du%+ certified b+ the auditor of the compan+ has
been fi%ed #ith the 05C and 0eserve ,an/ of ;ndia on or before 30th
June $ivin$ the position as on 31
st
9arch@

(:vii) pa+ment of interest has been made on time@

(:viii) deposits #ere repaid on time) ;n case of repa+ment of deposits
before maturit+, the compan+ has comp%ied #ith the re.uirements of
the 0u%es in this re$ard@

(:i:) #here the compan+ has obtained an+ e:tension of time or e:emption
under section 8A(8), the terms thereof have been comp%ied #ith@

(::) in case an+ order has been made b+ the Compan+ Ca# ,oard under
section 8A(9), it has been comp%ied #ith@

(::i) the compan+ has comp%ied #ith app%icab%e directions issued b+ 0,;,
if an+)

(A) B0770Fin;: A< (4<: 02 Dep0:i1: A< NBFC:
Chec/ #hether&

(i) the compan+ havin$ Det 5#ned 7und of t#ent+ five %a/h of rupees
and above, has obtained minimum investment $rade or other
specified credit ratin$ for fi:ed deposits from an+ one of the
approved credit ratin$ a$encies at %east once a +ear,

(ii) the cop+ of ratin$ as specified above, has been sent to the 0eserve
,an/ of ;ndia a%on$ #ith return on prudentia% norms@

(iii) the compan+ has informed the 0eserve ,an/ of ;ndia, about
up$radin$ or do#n $radin$ of its credit ratin$ to an+ %eve% from the
%eve% previous%+ he%d b+ it, #ithin fifteen #or/in$ da+s of its bein$ so
rated@

(iv) no deposits #ere accepted or rene#ed for a period %ess than t#e%ve
months and more than si:t+ months from the date of acceptance or
rene#a% thereof@

(v) the compan+ has comp%ied #ith the provisions of Don-,an/in$
7inancia% Companies and 9isce%%aneous Don-,an/in$ Companies
(Advertisement) 0u%es, 1933@

(vi) the compan+ has de%ivered to 0,;, a statement in %ieu of
advertisement containin$ a%% particu%ars re.uired to be inc%uded in the
advertisement pursuant to D,7C and 9isce%%aneous Don-,an/in$
Companies (Advertisement) 0u%es, 1933 and comp%ied #ith other
re.uirements of para 13 of D,7Cs Acceptance of -ub%ic 8eposits
(0eserve ,an/) 8irections, 1998@

(vii) the rate of bro/era$e is #ithin the prescribed %imits@

(viii) the rate of interest on deposits is #ithin the prescribed %imits@

(i:) no deposits #ere accepted or rene#ed #hich are repa+ab%e on
demand@

(:) re$ister of deposits has been maintained and particu%ars specified in
para 1! of D,7Cs Acceptance of -ub%ic 8eposits (0eserve ,an/)
8irections, 1998 have been entered therein@

(:i) deposits #ere repaid in time) ;n case of repa+ment of deposits before
maturit+, the compan+ has comp%ied #ith the provisions of para 1< of
D,7Cs Acceptance of -ub%ic 8eposits (0eserve ,an/) 8irections,
1998@

(:ii) proper receipts #ere issued to the depositors on the acceptance of
deposits@

(:iii) no pub%ic deposits #ere repaid #ithin a period of three months from
the date of its acceptance@

(:iv) the compan+ has comp%ied #ith the provisions of para 9 of D,7Cs
Acceptance of -ub%ic 8eposits (0eserve ,an/) 8irections, 1998 for
permittin$ an e:istin$ depositor to rene# the deposit before maturit+
for avai%in$ of benefit of hi$her rate of interest)

(:v) the compan+ has comp%ied #ith the provisions of para 12 of D,7Cs
Acceptance of -ub%ic 8eposits (0eserve ,an/) 8irections, 1998
re$ardin$ particu%ars to be specified in app%ication form so%icitin$
pub%ic deposits@

(:vi) the compan+ has comp%ied #ith the provisions of para 10 of D,7Cs
Acceptance of -ub%ic 8eposits (0eserve ,an/) 8irections, 1998 for
pa+ment of interest on overdue pub%ic deposits@

(:vii) if the compan+ is an e.uipment %easin$ compan+ or a hire purchase
finance compan+, it has comp%ied #ith the provisions of para <(<) (a)
K (b) and pard of D,7Cs Acceptance of -ub%ic 8eposits (0eserve
,an/) 8irections, 1998 for acceptance or rene#a% of deposits@

(:viii) if the compan+ is %oan compan+ or an investment compan+, it has
comp%ied #ith the provisions of para <(<) (c), (d) K (e) and para of
D,7Cs Acceptance of -ub%ic 8eposits (0eserve ,an/) 8irections,
1998 for acceptance or rene#a% of deposits)

(3) Dep0:i1: 2709 S9488 Dep0:i107:

6here the compan+ has accepted deposits from sma%% depositors as defined
under section 8AA and has made an+ defau%t in repa+ment of an+ such
deposits or part thereof or interest thereupon chec/ #hether&

(i) the compan+ has sent an intimation of defau%t, if an+, in repa+ment of
deposit or part thereof or interest thereupon to the Compan+ Ca#
,oard #ithin !0 da+s from the date of defau%t on month%+ basis@

(ii) the intimation inc%udes the particu%ars in respect of names and
addresses of each sma%% depositor, the principa% sum of deposits due
to them and interest accrued thereupon@

(iii) the compan+ has comp%ied #ith the order of the Compan+ Ca#
,oard, if an+@

(iv) the compan+ has not accepted further deposits from sma%% depositors
un%ess each sma%% depositor, #hose deposit has matured has been paid
the amount of deposit and the interest accrued thereupon) This
condition sha%% not app%+ if deposit is rene#ed b+ the sma%% depositor
vo%untari%+ or repa+ment thereof has become impracticab%e or been
sta+ed b+ a competent court or authorit+@

(v) the compan+ has stated in ever+ advertisement and app%ication form
invitin$ deposits from the pub%ic issued after the defau%t) the tota%
number of sma%% depositors and amount due to them in respect of
#hich such defau%t had been made@

(vi) the compan+ has mentioned in the advertisement and app%ication
form invitin$ deposits issued b+ it after the defau%t the fact of #aiver
of interest accrued on deposits of the sma%% depositors@ if an+@

(vii) the compan+ has after defau%t ta/en a %oan for the purpose of #or/in$
capita% from a%%+ ban/, #hether the compan+ has first uti%ised the
funds so obtained in repa+ment ofan+ deposit or an+ part thereof or
an+ interest thereupon to the sma%% depositors before app%+in$ such
funds for an+ other purpose@

(viii) the app%ication form, issued b+ the compan+ to sma%% depositors for
acceptin$ deposits from them, contained a statement that the
app%icant had been apprised of -
- ever+ past defau%t
- the #aiver of interest and reasons therefor)

P474;74p6-245-T6e 490>n1 A0770Fed A< 16e 309p4n< 2709 di7e3107:# 9e9Ae7:#
p>A8i3# 2in4n3i48 in:1i1>1i0n:# A4n=: 4nd 016e7: d>7in; 16e 2in4n3i48 <e47 endin;i:D47e
Fi16in 16e A0770Fin; 8i9i1: 02 16e 309p4n< 4nd 1641 ne3e::47< 7e:08>1i0n: 4: pe7 :e31i0n
2$(1)(d) 02 16e A31 64@e Aeen p4::ed in d>8< 30n@ened 4nn>48Dex17407din47< ;ene748
9ee1in;5

BORRO(INGS

(4) In C4:e 02 P7i@41e C09p4n<
Chec/ #hether there are an+ restrictions on the amount of borro#in$s
contained in the Artic%es of Association of the compan+) ;f +es, chec/
#hether borro#in$s are in accordance #ith the provisions contained in the
Artic%es)

(A) In C4:e 02 P>A8i3 C09p4n<
Chec/ #hether&

(i) the 9emorandum and Artic%es contains provisions #ith respect to the
po#ers of the compan+ to borro# mone+ and to char$e the assets of
the compan+@

(ii) the po#er to issue debentures has been e:ercised at the meetin$ of
the ,oard@

(iii) the po#er to borro# mone+, other#ise than on debentures, has been
e:ercised at the meetin$ of the ,oard@

(iv) the po#er to borro# mone+ other#ise than on debentures has been
de%e$ated to a committee of directors or mana$in$ director or
mana$er or an+ other principa% officer of the compan+ or in the case
of a branch office principa% officer of the branch office, if the
de%e$ation #as made at the meetin$ of the ,oard and the reso%ution
de%e$atin$ the po#er specified the tota% amount outstandin$, at an+
time, up to #hich the mone+ ma+ be borro#ed b+ the de%e$ate@

(v) the tota% amounts borro#ed (apart from temporar+ %oans obtained
from the compan+1s ban/ers in the ordinar+ course of business)
e:ceed the a$$re$ate of the paid-up capita% of the compan+ and its
free reserves, if so, consent of the members in $enera% meetin$ has
been obtained) Eerif+ the reso%ution passed b+ the shareho%ders and
the tota% amount specified therein upto #hich mone+s ma+ be
borro#ed b+ the directors@

(vi) 7orm Do) 23 has been fi%ed #ith the 05C under section 192(<)(ee)
(i))

P474;74p6-2%5-T6e 309p4n< 64: 94de 804n: 4nd in@e:19en1:# 07 ;i@en
;>474n1ee: 07 p70@ided :e3>7i1ie: 10 016e7 A0die: 307p0741e in 309p8i4n3e Fi16 16e
p70@i:i0n: 02 16e A31 4nd 64: 94de ne3e::47< en17ie: in 16e 7e;i:1e7 =ep1 207 16e p>7p0:e5

LOANS# INVESTMENTS# GUARANTEES AND SECURITIES

(a) Chec/ #hether provisions of section 332A are app%icab%e Brefer section
332A(8)F) ;f provisions of section 332A are app%icab%e, chec/ #hether the
a$$re$ate of the %oans made, $uarantees $iver), securities provided or
;nvestments made b+ the compan+ are #ithin the %imits prescribed under
section 332A)

(b) Chec/ that&

(i) the compan+ has not defau%ted in comp%+in$ #ith the provisions of
section 8A,

(ii) ,oard reso%utions #ere passed #ith the consent of a%% the directors
present at the meetin$@

(iii) the detai%s re$ardin$ the transaction #ere entered chrono%o$ica%%+ in
the 0e$ister maintained in this re$ard as per the provisions of section
332A(), #ithin 3 da+s of the transaction (s)@ and

(iv) the compan+ has obtained prior approva% of the pub%ic financia%
institutions, #here an+ term %oan is subsistin$ if it has defau%ted in
repa+ment of %oan insta%ments or pa+ment of interest thereon as per
terms and conditions of such %oan)

(c) ;f the a$$re$ate has e:ceeded the prescribed %imits, chec/ #hether

(i) ,oard reso%utions #ere passed unanimous%+ approvin$ the impendin$
transaction sub2ect to members1 previous approva% at $enera%
meetin$@

(ii) the compan+ has secured prior approva% of the pub%ic financia%
institutions #here an+ term %oan is subsistin$ as re.uired under
sub-section (2) of section 332A@

(iii) $enera% meetin$(s) (A=9 or *=9) have been he%d and specific
specia% reso%utions have been passed statin$ the %imits, particu%ars of
bod+(ies) corporate in #hich the investment is proposed to be made
or %oan or securit+ or $uarantees to be $iven, the purpose and the
specific source of fundin$ etc) @

(iv) no omnibus specia% reso%ution(s) have been passed@

(v) in the case of $uarantees $iven b+ the ,oard of directors #ithout the
authorisation of specia% reso%ution(s) chec/ that &

- e:ceptiona% circumstances e:isted #hich prevented the
compan+ from obtainin$ the reso%ution@

- the ,oard passed a reso%ution authorisin$ the same in
accordance #ith the provisions of section 332A@

- the ,oard reso%ution has been confirmed #ithin 12 months at
the ear%iest $enera% meetin$ of the compan+@

- notice of such $enera% meetin$ (#hether annua% or
e:traordinar+) indicated c%ear%+ the specific %imits, the
particu%ars of bod+(ies) corporate for #hich the $uarantee
#as $iven etc)

(d) in the case of %oans, chec/ #hether the interest rate at #hich it #as made #as
not %o#er than the prevai%in$ ban/ rate as prescribed under section <9 of the
0eserve ,an/ of ;ndia Act, 193<@

(e) the detai%s re$ardin$ the transaction(s) #ere entered chrono%o$ica%%+ in the
re$ister maintained in this re$ard as per the provisions of section-332A(),
#ithin 3 da+s of the transaction(s))

P474;74p6-2&5-T6e 309p4n< 64: 481e7ed 16e p70@i:i0n: 02 16e Me9074nd>9
Fi16 7e:pe31 10 :i1>41i0n 02 16e 309p4n<*: 7e;i:1e7ed 022i3e 2709 0ne :141e 10 4n016e7
d>7in; 16e <e47 >nde7 :37>1in< 421e7 309p8<in; Fi16 16e p70@i:i0n: 02 16e A315

P474;74p6-2B5-T6e 309p4n< 64: 481e7ed 16e p70@i:i0n: 02 16e Me9074nd>9
Fi16 7e:pe31 10 16e 0AEe31: 02 16e 309p4n< d>7in; 16e <e47 >nde7 :37>1in< 4nd 309p8ied
Fi16 p70@i:i0n: 02 16e A315

P474;74p6-2!5-T6e 309p4n< 64: 481e7ed 16e p70@i:i0n: 02 16e Me9074nd>9
Fi16 7e:pe31 10 n49e 02 16e 309p4n< d>7in; 16e <e47 >nde7 :37>1in< 4nd 309p8ied Fi16
16e p70@i:i0n: 02 16e A315

P474;74p6-2$5-T6e 309p4n< 64: 481e7ed 16e p70@i:i0n: 02 16e Me9074nd>9
Fi16 7e:pe31 10 :647e 34pi148 02 16e 309p4n< d>7in; 16e <e47 >nde7 :37>1in< 4nd
309p8ied Fi16 16e p70@i:i0n: 02 16e A315

P474;74p6-)5-T6e 309p4n< 64: 481e7ed i1: A71i38e: 02 A::03i41i0n 421e7
0A14inin; 4pp70@48 02 9e9Ae7: in 16e ;ene748 9ee1in; 6e8d 0n JJJJJJJJJJJJJ 4nd 16e
49end9en1: 10 16e A71i38e: 02 A::03i41i0n 64@e Aeen d>8< 7e;i:1e7ed Fi16 16e Re;i:1747
02 C09p4nie:5

ALTERATION IN T"E MEMORANDUM OR ARTICLES OF ASSOCIATION

(4) Me9074nd>9 02 A::03i41i0n

(i) Chec/ #hether the provision of the 9emorandum #as a%tered #ith
respect to situation of the compan+1s re$istered office from one (tate
to another durin$ the +ear) ;f so, chec/ #hether&

(a) the compan+ has passed a specia% reso%ution and fi%ed 7orm
Do)23 #ith the 05C@

(b) the Compan+ Ca# ,oard confirmed the a%teration@

(c) the order of the Compan+ Ca# ,oard had been fi%ed #ith the
05C (both the (tates) in 7orm Do)21 #ithin three months
from the date of the order a%on$ #ith printed cop+ of the
9emorandum du%+ a%tered@

(d) the 05Cs of both (tates have issued re%evant certificates@

(e) 7orm Do) 18 #as fi%ed #ith both the 05Cs #ithin 30 da+s of
the chan$e of the re$istered office@ and

(f) a%terations had been incorporated in a%% the copies of the
9emorandum, Artic%es and other documents)

(ii) Chec/ #hether the provisions of the 9emorandum #ith respect to
the ob2ects of the compan+ #as a%tered durin$ the +ear) ;f so, chec/
#hether &

(a) the compan+ has fi%ed #ith the 05C in 7orm Do) 23 the
specia% reso%ution passed b+ the compan+ #ithin one month
from the date of such reso%ution@

(b) the 05C issued certificate re$isterin$ a%terations@ and

(c) the a%terations had been incorporated in a%% the copies of the
9emorandum)

(iii) Chec/ #hether the compan+ chan$ed its name durin$ the +ear) ;f so,
chec/ #hether&

(a) the compan+ has passed a specia% reso%ution and fi%ed 7orm
Do) 23 #ith the 05C #ithin 30 da+s@

(b) fresh certificate of incorporation #as obtained from the 05C@

(c) the name has been paintedAaffi:edAprinted on the name board,
business %etters, bi%% heads, 9emorandum and Artic%es@ and

(d) ne# common sea% has been adopted b+ the ,oard)

(iv) Chec/ #hether the compan+ a%tered the conditions of its
9emorandum as re$ards share capita% in an+ of the #a+s mentioned
in section 9<(1)) ;f so, chec/ #hether&

(a) a%teration #as authorised b+ the Artic%es and the $enera%
meetin$@

(b) a%teration had been effected in a%% copies of 9emorandum
and Artic%es etc)@ and

(c) 7orm Do) and 23 #ere fi%ed #ith the 05C #ithin 30 da+s)

(A) A71i38e: 02 A::03i41i0n
Chec/ #hether the Artic%es #ere a%tered durin$ the +ear) ;f so, chec/
#hether &

(i) cop+ of the specia% reso%ution containin$ the amendments to the
Artic%es of Association a%on$ #ith 7orm Do) 23 have been du%+ fi%ed
#ith the 05C #ithin 30 da+s@ and

(ii) the a%teration had been incorporated in a%% copies of Artic%es)

P474;74p6-15-A 8i:1 02 p70:e3>1i0n ini1i41ed 4;4in:1 07 :60F 34>:e n01i3e:
7e3ei@ed A< 16e 309p4n< 207 488e;ed 022en3e: >nde7 16e A31 4nd 48:0 16e 2ine: 4nd
pen481ie: 07 4n< 016e7 p>ni:69en1 i9p0:ed 0n 16e 309p4n< in :>36 34:e: i: 411436ed5

PROSECUTION OR S"O( CAUSE NOTICES

Chec/ #hether&

(i) the compan+ has been issued an+ sho# cause notice b+ the 05C for
non-comp%iance of an+ of the provisions of the Act@ if so, verif+ the
e:p%anations $iven b+ the compan+ #hi%e assessin$ enormit+ of the
vio%ations in .uestion@

(ii) the notices of prosecutionAsho# cause have been p%aced before the ,oard@

(iii) the compan+ has received an+ prosecution notice@

(iv) an+ inspection or investi$ation has been ordered under the Act and if so,
assess the status at the time of issuin$ the Comp%iance Certificate@

(v) an+ fines and pena%ties or an+ other punishment #as imposed on the
compan+@

(vi) an+ order has been issued under the Act for compoundin$ of the offences@ if
so chec/ #hether the compan+ has comp%ied #ith the orders passed b+ the
concerned authorities)

P474;74p6-25-T6e 309p4n< 64: 7e3ei@ed R: JJJJJJJJJJ 4: :e3>7i1< 2709 i1:
e9p80<ee: d>7in; 16e <e47 >nde7 3e71i2i341i0n 4nd 16e :49e 64: Aeen dep0:i1ed 4: pe7
p70@i:i0n: 02 :e31i0n 41B(1) 02 16e A315

DEPOSIT OF EMPLO'EES SECURIT' DEPOSITS

Chec/ #hether&

(i) an+ mone+ or securit+ deposited #ith the compan+ b+ an+ emp%o+ee in
pursuance of his contract of1 service #ith the compan+ has been /ept or
deposited b+ the compan+ #ithin 1 da+s from the date of deposit in an
account as specified in c%auses (a) to (c) of subsection (1) of section <13&

(ii) the compan+ has not uti%ised an+ portion of such mone+ or securities e:cept
for the purposes a$reed to in the contracts of service)

Guidance Note on Compliance Certificate App. 42 1857

P474;74p6-5-T6e 309p4n< 64: dep0:i1ed A016 e9p80<ee*: 4nd e9p80<e7*:
30n17iA>1i0n 10 P70@iden1 F>nd Fi16 p7e:37iAed 4>1607i1ie: p>7:>4n1 10 :e31i0n 41! 02
16e A315

DEPOSIT OF CONTRIBUTION TO PROVIDENT FUND

Chec/ #hether the compan+ has constituted a -rovident 7und for its emp%o+ees or
an+ c%ass of emp%o+ees) ;f +es, chec/ that a%% mone+s contributed to such fund (#hether b+ the
compan+ or b+ the emp%o+ees) or received or accruin$ b+ #a+ of interest or other#ise to such
fund has been deposited #ithin 1 da+s from the date of contribution, receipt of accrua%, as
the case ma+ be, in an account as specified in c%ause (a) of sub-section (1) of section <18 or
invested in the securities mentioned or referred to in c%ause (a) to (e) of section 20 of the
;ndian Trust Act, 1882)

C"EC, LIST FOR OT"ER COMPLIANCES

There ma+ be certain matters #hich have bearin$ on the comp%iances under the
Companies Act a%thou$h not direct%+ referred to in the 33 para$raphs of the 7orm appended to
the Companies (Comp%iance Certificate) 0u%es, 2001) An i%%ustrative but not e:haustive %ist of
some such matters is $iven be%o#) ;t is %i/e%+ that C(- durin$ the course of scrutin+ comes
across non-comp%iance #ith re$ard to such matters) C(- need not .ua%if+ non-comp%iance of
such matters)

15 DIRECTORSDOFFICERS

(4) App0in19en1 02 O22i3e7:
Chec/ #hether&

(a) the compan+ has appointed .ua%ified secretar+ in conformit+ #ith
section 2(<) and 383A read #ith the Companies (Appointment and
4ua%ifications of (ecretar+) 0u%es, 1988@

(b) the compan+ has char$ed an+ person #ith the responsibi%it+ of
comp%+in$ #ith specified provisions as per section and if so
#hether 7orm Dos) ; AA, ; A, and ; AC as the case ma+ be under
Companies (Centra% =overnment) =enera% 0u%es and 7orms, 19!
have been fi%ed #ith 05C #ithin 30 da+s@

(c) if receiver or mana$er of propert+ of the compan+ under section 133
has been appointed, notice thereof has been $iven to the 05C #ithin
30 da+s in 7orm Do) 1 of the Companies (Centra% =overnment1s)
=enera% 0u%es and 7orms, 19!)

(A) V4341i0n 02 O22i3e 02 Di7e3107:
Chec/ #hether &

(i) the director has vacated his office on happenin$ of an+ of the events
specified under section 283 (1) of the Act@

(ii) the director has vacated his office on account of an+ contraventions
of sections 31<(1) and 31<(1,)@

(iii) in case of a private compan+, the director has vacated his office on
an+ other $round as specified in the Artic%es in addition to those
specified in sub-section (1) of section 283)

(3) Re1i7e9en1 02 Di7e3107:
Chec/ #hether&

(i) one third of such directors for the time bein$ as are %iab%e to retire b+
rotation, or if their number is not three or a mu%tip%e of three, then,
the number nearest to one third, retire from office at first annua%
$enera% meetin$ and at ever+ subse.uent annua% $enera% meetin$@

(ii) the directors retirin$ b+ rotation are those #ho have been %on$est in
office since their %ast appointment@

(iii) bet#een directors appointed on the same da+, the retirement #as, in
defau%t of and sub2ect to an+ a$reement amon$ themse%ves,
determined b+ dra# of %ots@

(iv) the compan+ has fi%%ed up such vacanc+ b+ appointin$ the retirin$
director or some other person)

N01e C Hn%ess other#ise specified in the Artic%es of Association, the
aforesaid re.uirements sha%% not app%+ to a private compan+)

(d) Re90@48 02 Di7e3107:
Chec/ #hether &

(i) a specia% notice as re.uired under sub-section (2) of section 28< #as
$iven to the compan+ to remove a director@

(ii) the compan+ has sent forth#ith a cop+ thereof to the director
concerned and the director #as provided opportunit+ to be heard on
the reso%ution at the meetin$@

(iii) the representation, if an+, made b+ concerned director has been
notified to the members on the re.uest of the director a%on$ #ith the
notice of the reso%ution and if a cop+ of the representations #as not
sent because the+ #ere received too %ate or because of compan+1s
defau%t, it #as read out at the meetin$ on the re.uest of the director@

(iv) the director #ho #as removed from office #as not re-appointed as a
director b+ the ,oard of directors)

Dote & These provisions are not app%icab%e to a director appointed b+ Centra%
=overnment and a director ho%din$ office for %ife on 1)<)192

2) STATUTOR' MEETINGDCLASS MEETINGS

(4) S141>107< Mee1in; (in 34:e 02 4 P>A8i3 C09p4n<)

Chec/ #hether&

(i) the meetin$ has been he%d #ithin the period prescribed under section
1!(1)@

(ii) notice of meetin$ and statutor+ report in 7orm Do) 22 du%+ certified
#ere sent to the members and 05C@ and

(iii) other re.uirements of a $enera% meetin$ e)$), .uorum, notice,
preparation and si$nin$ of minutes, etc), #ere comp%ied #ith)

(A) Mee1in; 02 C84:: 02 S647e608de7:

Chec/ #hether&

(i) the meetin$ has been convened after du%+ comp%+in$ #ith the
provisions under re%evant section and ru%e 3 of the Companies
(Centra% =overnment1s) =enera% 0u%es and 7orms, 19! e)$), for
reduction of capita%, for variation of ri$hts of shareho%ders as directed
b+ Court@

(ii) the app%icab%e provisions (e)$) those under section 102A10!) have
been du%+ comp%ied #ith@

(iii) sub2ect to directions of the Court, re.uirements re%atin$ to notice,
attendance, Chairman, .uorum, pro:+, pro:+ re$isterAinstruments of
pro:+ and conduct of meetin$ as #e%% as maintenance of minutes of a
$enera% meetin$ have been comp%ied #ith)

(3) Mee1in; 02 C7edi107: 4nd O16e7:

Chec/ #hether&

(i) the meetin$ has been convened after du%+ comp%+in$ #ith ru%e 3 of
the Companies (Centra% =overnment1s) =enera% 0u%es and 7orms,
19!, the terms of a$reement or the directions of CourtACC, e)$)
meetin$s convened in sections 391A39< or sections 393A398)

(ii) as directed b+ the Court, re.uirements re%atin$ to notice, attendance,
Chairman, .uorum, pro:+, pro:+ re$isterAinstruments of pro:+ and
conduct of meetin$ as #e%% as maintenance of minutes of a $enera%
meetin$ have been comp%ied #ith)

(d) P4::in; 02 Re:08>1i0n: A< P0:148 B48801 >nde7 Se31i0n 1$2A A< 4 Li:1ed
C09p4n<

Chec/ #hether &

(i) the compan+ has passed an+ reso%ution b+ resortin$ to posta% ba%%ot@

(ii) the compan+ has passed the reso%ution on%+ b+ posta% ba%%ot in respect
of business as ma+ be dec%ared b+ the Centra% =overnment to be
conducted b+ means of a posta% ba%%ot@

(iii) the compan+ had sent a notice to a%% the shareho%ders@

(a) b+ re$istered post ac/no#%ed$ment due or an+ other method
as ma+ be prescribed b+ the Centra% =overnment@

(b) a%on$ #ith a draft reso%ution e:p%ainin$ the reasons therefor
and re.uestin$ them to send their assent or dissent in #ritin$
on a posta% ba%%ot #ithin a period of thirt+ da+s from the date
of postin$ of the %etter@

(c) a%on$ #ith a posta$e pre-paid enve%ope for faci%itatin$ the
communication of assent or dissent of the shareho%der to the
reso%ution #ithin the said period)

(iv) the reso%ution passed #as assented to b+ the re.uisite ma2orit+@

(v) the ba%%ot papers or dec%aration of identit+ of shareho%ders have been
proper%+ maintained)

N01e: C

(i) -osta% ba%%ot inc%udes votin$ b+ *%ectronic 9ode)

(ii) The %isted compan+ sha%% a%so comp%+ #ith the other
re.uirements as ma+ be prescribed b+ the Centra%
=overnment)

(iii) -rovisions #i%% be effective #hen notified)

5 OBSERVANCE OF SECRETARIAL STANDARDS

Chec/ (as and #hen introduced) #hether the compan+ has fo%%o#ed the app%icab%e
secretaria% standards prescribed b+ the ;nstitute of Compan+ (ecretaries of ;ndia constituted
under the Compan+ (ecretaries Act, 1980 (! of 1980))

45 SUNDR' ITEMS (Gene748)

(a) 8isc%osures
Chec/ #hether the compan+ has made the fo%%o#in$ disc%osures &

(i) the address of its re$istered office as per section 1<3@

(ii) the author%sed share capita% in its officia% pub%ications and if +es,
subscribedA paid-up share capita% as per section 1<8@

(iii) directors1 interest in contract(s) appointin$ mana$er or mana$in$
director as per section 302)

Chec/ #hether the compan+ has comp%ied #ith the re.uirements in
pursuance of disc%osures b+ directors re$ardin$

(i) particu%ars of directors under section 303&

(ii) particu%ars of other directorships under section 30@

(iii) particu%ars of directorship, membership and partnership under section
299@

(iv) particu%ars of directors1 shareho%din$s under section 308@

(v) particu%ars of interest or concern in an+ contract under section 293)

(A) App0in19en1DC64n;e 4nd Re9>ne741i0n 02 A>di107:
Chec/ #hether &

(i) the appointment and remuneration of auditors are in order #ith
reference to sections 22<, 22<A, 22, 22! and 228@

(ii) the compan+ has obtained re.uisite intimation under section 22<(1,)
before appointmentAreappointment of auditors-,

(iii) the compan+ has intimated appointmentAreappointment of auditors
under section 22<(1))

(3) "08din; C09p4n< 4nd S>A:idi47< C09p4n<
Chec/ #hether&

(i) if durin$ the +ear the compan+ has become a 1ho%din$ compan+1 or
1subsidiar+ compan+1 under section < and #here the financia% +ear of
the subsidiar+ does not coincide #ith that of the ho%din$ compan+
there shou%d not have been a $ap in e:cess of si: months bet#een the
financia% +ear of the ho%din$ and subsidiar+ compan+@

(ii) in such cases the ba%ance sheet of ho%din$ compan+ inc%ude certain
particu%ars as to its subsidiaries as re.uired under section 212@

(iii) #here the ho%din$ compan+ #as unab%e to obtain the re.uired
information from its subsidiaries chec/ #hether a report in #ritin$ to
that effect #as attached to the ba%ance sheet of the ho%din$ compan+@

(iv) an+ e:emption #as obtained from the Centra% =overnment and if so
#hether the directions $iven b+ the Centra% =overnment #ere
comp%ied #ith)

(d) C0n@e7:i0n 02 4 P>A8i3 C09p4n< (016e7 164n Se31i0n 4A C09p4n<) in10
4 P7i@41e C09p4n<

Chec/ #hether&

(i) the compan+ has received the approva% of 05C@

(ii) the compan+ has passed a specia% reso%ution authorisin$ the
conversion and a%terin$ the Artic%es so as to contain the matter
specified in section 3( 1 )(iii) and fi%ed the same #ith the 05C@

(iii) the compan+ has passed a specia% reso%ution as re.uired under section
21 read #ith section 13 (1)(a) and fi%ed the same #ith the 05C@

(iv) the compan+ has obtained consent of1 ever+ creditor to #hom the
compan+ o#es substantia% amounts or has issued a pub%ic notice in
ne#spapers for conversion of a pub%ic compan+ into a private
compan+@

(v) the compan+ has obtained fresh certificate of incorporation from
05C@

(vi) the a%teration of name has a%so been effected in the 9emorandum and
Artic%es of Association) common sea%, name board and other
documents)

(e) C0n@e7:i0n 02 4 P>A8i3 C09p4n< (Se31i0n 4A C09p4n<) in10 4 P7i@41e
C09p4n<
Chec/ #hether&

(i) a pub%ic compan+ (section <3A compan+) has become a private
compan+ after the commencement of the Companies (Amendment)
Act, 2000 and if so, has it informedAapp%ied 05C that it has become a
private compan+&

(ii) the 05C has made necessar+ a%terations in the certificate of
incorporation b+ substitutin$, the #ord 1private %imited1 for the #ord
1pub%ic %imited1@

(iii) the compan+ has fi%ed 7orm Do) 23 #ith the 05C and obtained ne#
certificate of incorporation)

(iv) he private compan+1s Artic%es contain provisions

(a) restrictin$ the ri$ht to transfer its shares@

(b) %imitin$ the number of members to fift+@

(c) prohibitin$ an+ invitation to pub%ic to subscribe its sharesA
debentures@ and

(d) prohibitin$ an invitation or acceptance of deposits from persons other
than its members, directors or their re%atives)

(2) C0n1in>41i0n 02 4 Se31i0n 4A P>A8i3 C09p4n< 4: 4 P>A8i3 C09p4n<

;f a pub%ic compan+ (section <3A compan+) intends to continue as a pub%ic compan+
then chec/ #hether &

(i) it has a%tered its Artic%es b+ de%etin$ provisions re%atin$ to matters specified in
c%ause (iii) of sub-section (1) of section 3@

(ii) it has a%tered its Artic%es for increasin$ the number of its members to
minimum seven@

(iii) it has a%tered its Artic%es for increasin$ the number of directors to at %east
three directors@

(iv) it has a minimum paid up capita% of five %a/h rupees or more on or before
12th 8ecember 2002 or such hi$her paid-up capita% as ma+ be prescribed@

(v) it has fi%ed 7orm Do) 23 #ith the 05C and obtained a fresh certificate of
incorporation)

(;) C0n@e7:i0n 02 4 P7i@41e C09p4n< (F6i36 i: 4 S>A:idi47< 02 4 P>A8i3 C09p4n<)
in10 4 P>A8i3 C09p4n<

A private compan+ #hich is a subsidiar+ of a pub%ic compan+ is a pub%ic compan+ as
per provisions of sub-c%ause (c) of c%ause (iv) of sub-section (1) of section 3)
Therefore, chec/ #hether&

(i) it has a%tered its Artic%es b+ de%etin$ provisions re%atin$ to matters specified in
c%ause (iii) of sub-section (1) of section 3@

(ii) it has a%tered its Artic%es for increasin$ the number of its members to
minimum seven@

(iii) it has a%tered its Artic%e for increasin$ the number of its directors to at %east
three directors@

(iv) it has a%tered other re$u%ations in the Artic%es #hich are not app%icab%e to a
pub%ic compan+@

(v) it has a minimum paid up capita% of five %a/hs rupees or more on or before
12th 8ecember 2002 or such hi$her paid-up capita% as ma+ be prescribed@

(vi) it has fi%ed 7orm Do) 23 #ith the 05C and obtained a fresh certificate of
incorporation@

(vii) it has fi%ed prospectusAstatement in %ieu of prospectus #ith 05C)

(6) C0n@e7:i0n 02 4 P7i@41e C09p4n< In10 4 P>A8i3 C09p4n< >nde7 Se31i0n 44
Chec/ #hether&

(i) the compan+ has increased the number of its directors to minimum three@

(ii) the compan+ has increased the number of its members to minimum seven@

(iii) the compan+ has secured shareho%ders1 approva% b+ specia% reso%ution for
de%etion of the Artic%e containin$ restrictive provisions app%icab%e to a private
compan+ Bvide section 3(1)(iii)F@

(iv) the compan+ has a%tered other re$u%ations in the Artic%es #hich are not
app%icab%e to a pub%ic compan+@

(v) the compan+ has fi%ed 7orm Do) 23 #ith the 05C a%on$ #ith the specia%
reso%ution and e:p%anator+ statement@

(vi) the compan+ has fi%ed prospectusAstatement in %ieu of prospectus #ith the
05C@

(vii) the compan+ has received a ne# certificate of incorporation after de%etin$ the
#ord "private" in its name)

(i) Rede9p1i0n 02 I77edee94A8e P7e2e7en3e S647e: >nde7 Se31i0n !)-A

Chec/ #hether the compan+ had issued before the commencement of the Companies
(Amendment) Act, 1988 preference shares #hich #ere irredeemab%e or not
redeemab%e before the e:pir+ of ten +ears, if so &

(i) #hether steps had been ta/en to comp%+ #ith the re.uirements of section
80A(1)(a) or 80A(1) (b) as the case ma+ be@

(ii) if the compan+ #as not in a position to redeem an+ such share #ithin the
period specified in c%ause (a) or (b) of sub-section (1) of section 80A, chec/
#hether consent of the Compan+ Ca# ,oard had been obtained for issue of
further redeemab%e shares e.ua% to the amounts due (inc%udin$ the dividend
thereon) in respect of unredeemed preference shares)

(E) C099en3e9en1 02 NeF B>:ine:: :141ed in *O16e7 OAEe31:* in 16e Me9074nd>9
in 16e C4:e 02 P>A8i3 C09p4nie:
Chec/ #hether&

Mh+ati N 18!1

(p) Re;i:1e7 02 L04n: >nde7 Se31i0n B) (Up 10 )16 O310Ae7 1$$!)

Chec/ #hether&

(i) re$ister has been maintained sho#in$ the fo%%o#in$ particu%ars&

(a) the names of a%% bodies corporate under the same
mana$ement as the %endin$ compan+ and the name of ever+
firm in #hich a partner is a bod+ corporate under the same
mana$ement as the %endin$ compan+@

(b) the name of the bod+ corporate to #hich %oan has been made@

(c) the amount of the %oan@

(d) the date on #hich the %oan has been made@

(e) the date on #hich $uarantee has been $iven or securit+ has
been provided, as the case ma+ be to$ether #ith the name of
the person, bod+ corporate or firm)

(ii) the particu%ars of ever+ %oan, $uarantee or securit+ has been entered
in the re$ister #ithin three da+s of the ma/in$ of such %oans or the
$ivin$ of such $uarantee or the provision of such securit+@

(iii) the re$ister is /ept at the re$istered office of the compan+@

(iv) the re$ister is /ept open for inspection and e:tracts thereof have been
supp%ied to members #hen demanded on pa+ment of the re.uisite
fee)

N01e: &

(1) The above chec/%ist sha%% app%+ in case there #ere %oans
made prior to 31
st
5ctober 1998 but subsistin$ durin$ the
period under certification)

(2) ;f the provisions of section 330 #ere not app%icab%e to a
compan+, the aforesaid re.uirements #i%% not app%+)

(G) Re;i:1e7 02 In@e:19en1: >nde7 Se31i0n B2 (Up 10 )16 O310Ae7 1$$!)

Chec/ 6hether&

(i) re$ister has been maintained for enterin$ the fo%%o#in$ particu%ars

(a) investments made b+ it in shares of an+ other bod+ or bodies
corporate (#hether in the same $roup or not)@

(b) the name of the bod+ corporate in #hich the investment has
been made@

(c) the date on #hich the investment has been made@

(d) #here the bod+ corporate is in the same $roup as the
investin$ compan+, the date on #hich the bod+ corporate
came tinder the same $roup) and

(e) the names of a%% bodies corporate in the same $roup as the
investin$ compan+@

(ii) the particu%ars of ever+ investment made have been entered
chrono%o$ica%%+ #ithin 3 da+s of the ma/in$ thereof@

(iii) the re$ister is /ept at the re$istered office of the compan+@

(iv) the re$ister is /ept open for inspection and an e:tracts thereof have
been supp%ied to members #hen re.uired on pa+ment of re.uisite fee)

N01e: &

(1) The above chec/ %ist sha%% app%+ in case there #ere
investments made prior to 31
st
5ctober 1998 but subsistin$
durin$ the period under certification)

(2) ;f the provisions of section 332 #ere not app%icab%e to a
compan+, no entries need to be made b+ the compan+)

(7) Gene748

Chec/ #hether&

(i) a compan+ has served documents on a member in conformit+
#ith the provisions of section 3@

(ii) a pub%ic compan+ has paid under#ritin$ commission@ if so,
chec/ #hether it has comp%ied #ith the provisions contained
in section 3! and its Artic%es of Association,

(iii) the compan+ has comp%ied #ith the provisions of section 188
in respect of circu%ation of members1 reso%utions@

(iv) the compan+ has paid interest out of capita% and if so chec/
the pa+ment has been authorised b+ its Artic%es or b+ a
specia% reso%ution in as much as #ith the previous sanction of
the Centra% =overnment)

SPECIMEN COMPLIANCE CERTIFICATE

0e$istration Do) of the Compan+ GGGGGGGGGGGGGGGGGGG
Domina% Capita%& 0s) GGGGGGGGGGGGGGGGGGGG

To,
The 9embers
A,C Cimited,
1!3 ,ac/ ,a+ 0ec%amation
Dariman -oint
9umbai

;A6e have e:amined the re$isters, records, boo/s and papers of A,C Cimited (the
Compan+) as re.uired to be maintained under the Companies Act, 19!, (the Act) and the
ru%es made there under and a%so the provisions contained in the 9emorandum and Artic%es of
Association of the Compan+ for the financia% +ear ended on 31st Decemer 2!!! (financia%
+ear)) ;n m+Aour opinion and to the best of m+Aour information and accordin$ to the
e:aminations carried out b+ meAus and e:p%anations furnished to meA us b+ the compan+, its
officers and a$ents, ;A#e certif+ that in respect of the aforesaid financia% +ear&

1) The compan+ has /ept and maintained a%% re$isters as stated in Anne:ure 1A1
to this certificate, as per the provisions of the Act and the ru%es made
thereunder and a%% entries therein have been du%+ recorded)

2) The compan+ has du%+ fi%ed the forms and returns as stated in Anne:ure 1,1 to
this certificate, #ith the 0e$istrar of Companies, 0e$iona% 8irector, Centra%
=overnment, Compan+ Ca# ,oard or other authorities #ithin the time
prescribed under the Act and the ru%es made thereunder)

3) The compan+ bein$ a private %imited compan+ has the minimum prescribed
paid-up capita% and its ma:imum number of members durin$ the said
financia% +ear #as 7ort+ one e:c%udin$ its present and past emp%o+ees and the
compan+ durin$ the +ear under scrutin+&

(i) has not invited pub%ic to subscribe for its shares or debentures@ and

(ii) has not invited or accepted an+ deposits from persons other than its
members, directors or their re%atives)

50

The compan+, bein$ a pub%ic %imited compan+, comments are not re.uired)

<) The ,oard of 8irectors du%+ met si: times respective%+ on th Januar+ 2000,
!th Apri% 2000, 1th June 2000, 31st Au$ust 2000, 10th 5ctober 2000 and
30th 8ecember 2000 in respect of #hich meetin$s proper notices #ere $iven
and the proceedin$s #ere proper%+ recorded and si$ned inc%udin$ the circu%ar
reso%utions passed in the 9inutes ,oo/ maintained for the purpose)

) The compan+ c%osed its 0e$ister of 9embers, andAor 8ebenture-ho%ders from
9th June 2000 to 1<th June 2000 and necessar+ comp%iance of section 1< of
the Act has been made)

50

The compan+ has not c%osedA#as not re.uired to c%ose its 0e$ister of
9embers or 8ebenture ho%ders durin$ the financia% +ear)

!) The annua% $enera% meetin$ for the financia% +ear ended on 31st" Decemer
1### #as he%d on 14t$ %une 2!!! after $ivin$ due notice to the members of
the compan+ and the reso%utions passed thereat #ere du%+ recorded in
9inutes ,oo/ maintained for the purpose)

3) 5ne e:tra-ordinar+ $enera% meetin$ #as he%d durin$ the financia% +ear after
$ivin$ due notice to the members of the compan+ and the reso%utions passed
thereat #ere du%+ recorded in the 9inutes ,oo/ maintained for the purpose)

50

Do e:tra ordinar+ $enera% meetin$ #as he%d durin$ the financia% +ear)

8) The compan+ has advanced a %oan of &s. fi'e la($s to its directors andAor
persons or firms or companies referred in the section 29 of the Act after
comp%+in$ #ith the provisions of the Act)

50

The compan+ has not advanced an+ %oans to its directors or persons or firms
or companies referred to under section 29 of the Act)

50

The compan+ bein$ a private compan+, section 29 of the Act is not
app%icab%e)

9) The compan+ has du%+ comp%ied #ith the provisions of section 293 of the Act
in respect of contracts specified in that section)

50

The compan+ has not entered into an+ contracts fa%%in$ #ithin the purvie# of
section 293 of the Act)

10) The compan+ has made necessar+ entries in the re$ister maintained under
section 301 of the Act)

50

The compan+ #as not re.uired to ma/e an+ entries in the re$ister maintained
under section 301 of the Act)

11) The compan+ has obtained necessar+ approva%s from the ,oard of directors,
members and previous approva% of the Centra% =overnment pursuant to
section 31< of the Act #herever app%icab%e)

50

As there #ere no instances fa%%in$ #ithin the purvie# of section 31< of the
Act, the compan+ has not obtained an+ approva%s from the ,oard of directors,
members or Centra% =overnment)

12) The ,oard of directors or du%+ constituted Committee of 8irectors has
approved the issue of dup%icate share certificates)

50

The compan+ has not issued an+ dup%icate share certificates durin$ the
financia% +ear)

13) The Compan+ has&

(i) de%ivered a%% the certificates on a%%otment of securities and on
%od$ment thereof for transferAtransmission or an+ other purpose in
accordance #ith the provisions of the Act@

50

There #as no a%%otmentAtransferAtransmission of securities durin$ the
financia% +ear)

(ii) deposited the amount of dividend dec%ared inc%udin$ interim dividend
in a separate ban/ account on 16t$ %une 2!!! #hich is #ithin five
da+s from the date of dec%aration of such dividend)

50

The Compan+ has not deposited an+ amount in a separate ,an/
Account as no dividend #as dec%ared durin$ the financia% +ear)

(iii) paidAposted #arrants for dividends to a%% the members #ithin a period
of 30 (Thirt+) da+s from the date of dec%aration and that a%%
unc%aimedAunpaid dividend has been transferred to Hnpaid 8ividend
Account of the Compan+ #ith )tate *an( of +ndia" ,umai on 18t$
%ul-" 2!!!.

50

The Compan+ #as not re.uired to post #arrants to an+ member of
the compan+ as no dividend #as dec%ared durin$ the financia% +ear)

(iv) transferred the amounts in unpaid dividend account, app%ication
mone+ due for refund, matured deposits, matured debentures and the
interest accrued thereon #hich have remained unc%aimed or unpaid
for a period of seven +ears to ;nvestor *ducation and -rotection 7und
(app%icab%e #hen 0u%es are notified))


1<) The ,oard of 8irectors of the compan+ is du%+ constituted and the
appointment of directors, additiona% directors, a%ternate directors and
directors to fi%% casua% vacancies have been du%+ made)

50

The ,oard of directors of the compan+ is du%+ constituted) There #as no
appointment of additiona% directors, a%ternate directors and directors to fi%%
casua% vacanc+ durin$ the financia% +ear)

1) The appointment of 9ana$in$ 8irectorA6ho%e-time 8irectorA 9ana$er has
been made in comp%iance #ith the provisions of section 2!9 read #ith
(chedu%e I;;; to the Act and approva% of the Centra% =overnment has been
obtained in respect of appointment of 9r) A not bein$ in terms of (chedu%e
I;;;)

50

The appointment of 9ana$in$ 8irectorOA6ho%e-time 8irectorOA 9ana$erO
(de%ete #hich is not app%icab%e) has been made in comp%iance #ith the
provisions of the Act and approva% of Centra% =overnment has been obtained)

50

The Compan+ bein$ a private compan+ provisions of section 2!9 of the Act
#ith re$ard to appointment of 9ana$in$ 8irectorA 6ho%e-time 8irectorA
9ana$er are not app%icab%e)

50

The Compan+ has not appointed an+ 9ana$in$ 8irectorA6ho%e-time
8irectorA9ana$er durin$ the financia% +ear)

1!) The appointment of so%e-se%%in$ a$ents #as made in comp%iance of the

50

The compan+ has not appointed an+ so%e se%%in$ a$ents durin$ the financia%
+ear)

13) The compan+ has obtained a%% necessar+ approva%s of the Centra%
=overnment, Compan+ Ca# ,oard, 0e$iona% 8irector, 0e$istrar or such
other authorities as prescribed under the various provisions of the Act as
detai%ed be%o#&

(i)
(ii)
(iii)
(iv)

50

The compan+ #as not re.uired to obtain an+ approva%s of the Centra%
=overnment, Compan+1 Ca# ,oard, 0e$iona% 8irector, 0e$istrar andAor such
authorities prescribed under the various provisions of the Act durin$ the
financia% +ear)

18) The directors hive disc%osed their interest in other firmsAcompanies to the
,oard of 8irectors pursuant to the provisions of the Act and the ru%es made
thereunder)

19) The compan+ has issued GGGGGGGGGGGG sharesAdebenturesAother securities
durin$ the financia% +ear and comp%ied #ith the provisions of the Act)

50

The compan+ has not issued an+ shares, debentures or other securities durin$
the financia% +ear)

20) The compan+ has bou$ht bac/ 1,00,000 shares durin$ the financia% +ear
endin$ 31
st
Decemer" 2000 after comp%+in$ #ith the provisions of the Act)

50

The compan+ has not bou$ht bac/ an+ shares durin$ the financia% +ear)

21) The compan+ has redeemed GGGGGGGGGGGG preference sharesAdebentures
durin$ the +ear after comp%+in$ #ith the provisions of the Act)

50
There #as no redemption of preference shares or debentures durin$ the
financia% +ear)

22) The compan+ #herever necessar+ has /ept in abe+ance ri$hts to dividend,
ri$hts shares and bonus shares pendin$ re$istration of transfer of shares in
comp%iance #ith the provisions of the Act)

50

There #ere no transactions necessitatin$ the compan+ to /eep in abe+ance
the ri$hts to dividend, ri$hts shares and bonus shares pendin$ re$istration of
transfer of shares)

23) The compan+ has comp%ied #ith the provisions of sections 8A and 8AA
read #ith Companies (Acceptance of 8eposit) 0u%es, 193A the app%icab%e
directions issued b+ the 0eserve ,an/ of ;ndiaAan+ other authorit+ in respect
of deposits accepted inc%udin$ unsecured %oans ta/en, amountin$ to &s.
5!"!!! raised b+ the compan+ durin$ the +ear and the compan+ has fi%ed the
cop+ of AdvertisementA(tatement in %ieu of AdvertisementA necessar+
particu%ars as re.uired #ith the 0e$istrar of Companies ,a$aras$tra on 21st
Au$ust, 2000) The compan+ has a%so fi%ed return of deposit #ith the 0e$istrar
of Companies A0eserve ,an/ of ;ndiaAother authorities)

50

The compan+ has not invitedAaccepted an+ deposits inc%udin$ an+ unsecured
%oans fa%%in$ #ithin the purvie# of section 8A durin$ the financia% +ear)

2<) The amount borro#ed b+ the compan+ from directors, members, pub%ic,
financia% institutions, ban/s and others durin$ the financia% +ear endin$
31st Decemer" 2!!! isAare #ithin the borro#in$ %imits of the compan+ and
that necessar+ reso%utions as per section 293(1)(d) of the Act have been
passed in du%+ convened annua%Ae:traordinar+ $enera% meetin$)

50

The compan+, bein$ a private compan+, the borro#in$s made durin$ the
financia% +ear do not attract provisions of section 293(1)(d) of the Act)

50

The compan+ has not made an+ borro#in$s durin$ the financia% +ear
ended 31st Decemer" 2000)

2) The compan+ has made %oans and investments, or $iven $uarantees or
provided securities to other bodies corporate in comp%iance #ith the
provisions of the Act and has made necessar+ entries in the re$ister /ept for
the purpose)

50

The compan+ has not made an+ %oans or advances or $iven $uarantees or
provided securities to other bodies corporate and conse.uent%+ no entries
have been made in the re$ister /ept for the purpose)

2!) The compan+ has a%tered the provisions of the 9emorandum #ith respect to
situation of the compan+1s re$istered office from one (tate to another durin$
the +ear under scrutin+ after comp%+in$ #ith the provisions of the Act)

50

The compan+ has not a%tered the provisions of the 9emorandum #ith respect
to situation of the compan+1s re$istered office from one (tate to another
durin$ the +ear under scrutin+)

23) The compan+ has a%tered the provisions of the 9emorandum #ith respect to
the ob2ects of the compan+ durin$ the +ear under scrutin+ and comp%ied #ith

50

to the ob2ects of the compan+ durin$ the +ear under scrutin+)

name of the compan+ durin$ the +ear under scrutin+ and comp%ied #ith the

50

to name of the compan+ durin$ the +ear under scrutin+)

share capita% of the compan+ durin$ the +ear under scrutin+ and comp%ied
#ith the provisions of the Act)

50

to share capita% of the compan+ durin$ the +ear under scrutin+)

30) The compan+ has a%tered its Artic%es of Association after obtainin$ approva%
of members in the $enera% meetin$ he%d on 3!t$ Au$ust 2000 and the
amendments to the Artic%es of Association have been du%+ fi%ed #ith the
0e$istrar of Companies)
50
The compan+ has not a%tered its Artic%es of Association durin$ the financia%
+ear)

31) A %ist of prosecution initiated a$ainst or sho# cause notices received b+ the
compan+ for ai%e$ed offences under the Act and a%so the fines and pena%ties
or an+ other punishment imposed on the compan+ in such cases is attached -
(Appendi:-1))

50

There #asA#ere no prosecution initiated a$ainst or sho# cause notices
received b+ the compan+ and no fines or pena%ties or an+ other punishment
#as imposed on the compan+ durin$ the financia% +ear, for offences under the
Act)

32) The compan+ has received &s. 2,000 as (ecurit+ from its emp%o+ees durin$
the +ear under certification and the same has been deposited as per provisions
of section <13(1) of the Act)

50

The compan+ has not received an+ mone+ as securit+ from its emp%o+ees
durin$ the financia% +ear)

33) The compan+ has deposited both emp%o+ee1s and emp%o+er1s contribution to
-rovident 7und #ith prescribed authorities pursuant to section <18 of the Act)
50
The Compan+ has not deducted an+ contribution to#ards -rovident 7und
durin$ the financia% +ear)

-%ace & GGGGGGGGG (i$nature & GGGGGGGGGGGGGGG
8ate & GGGGGGGGG Dame of the Compan+ (ecretar+ & GGGGGGGGGGGGGGG
C)-) Do) &
GGGGGGGGGGGGGGG

ADD*IH0* A

Re;i:1e7: 4: 94in14ined A< 16e C09p4n<

S141>107< Re;i:1e7:

1) GGGGGGGGGGGGGG uAs GGGGGGGGGGGGGG

O16e7 Re;i:1e7:

1) GGGGGGGGGGGGGG
2) GGGGGGGGGGGGGG
3) GGGGGGGGGGGGGG

N01e C The compan+ has not maintained the fo%%o#in$ re$isters) as it #as informed that there
#ere no entriesAtransactions to be recorded therein


ADD*IH0* ,

7orms and 0eturns as fi%ed b+ the Compan+ #ith 0e$istrar of Companies, 0e$iona% 8irector,
Centra% =overnment or other authorities durin$ the financia% +ear endin$ 31st 8ecember
2000)

()
Do)
7orm Do)A
0eturn
7i%ed under
section
7or 8ate of
fi%in$
6hether fi%ed
#ithin prescribed
time PesADo
;f de%a+ in fi%in$ #hether
re.uisite additiona% fee
paid PesADo
1)

2)

3)

N01e C 7ormsA0eturns mentioned as at (r) Do GGGGGGGGGGGG #ere sent for fi%in$ throu$h
5rdinar+ -ostAHnder Certificate of -ostin$A0e$istered -ostACourier a%on$#ith re.uisite fee b+
Che.ueA8emand 8raftA9one+ 5rder GGGGGGGGGG in respect of #hich receipt from office of
the 0e$istrar of Companies is a#aited)

APPENDI--A

FORMS# RETURNS L DOCUMENTS TO BE FILED (IT" T"E REGISTRAR OF
COMPANIESDREGIONAL DIRECTORDCENTRAL GOVERNMENTDCOMPAN' LA(
BOARD

D5 (ection 0u%e 9aster 7orm
no

1) 33(2) - 8ec%aration of comp%iance #ith the
re.uirement of the Act at the time
of app%ication for ne# re$istration
of a compan+)
1
2) 20A21A22 <A App%ication for name avai%abi%it+
for re$istration of a compan+ or for
chan$e of name of an e:istin$ com-
pan+ or rectification of name of an
e:istin$ compan+)
1A
3) ($) <,, -articu%ars of personAdirectors
char$ed #ith the specific
responsibi%it+)
1AA
<) (f) <,, Consent of the person char$ed #ith
the responsibi%it+ of comp%iance
#ith the provisions of the Act) This
7orm Do) 1 A, shou%d be fi%ed
#ith the 05C as anne:ure to 7orm
Do) 1AA)
1A,
) ($) <,, 0evocation or #ithdra#a% of the
consent stated in 7orm Do) 1A,)
1AC
!) 13A <,,A App%ication for the confirmation b+
0e$iona% 8irector for chan$e of
re$istered office of the compan+
#ithin a (tate from the 2urisdiction
of one 05C to the 2urisdiction to
another 05C)
1A8
3) 31(1) - App%ication to the Centra%
=overnment for conversion of
pub%ic compan+ to a private
compan+ (Centra% =overnment has
de%e$ated the said po#er to the
05C))
-
8) 3(1) -articu%ars of a%%otment of shares,
for consideration in cash or for
consideration other than cash) A%so
the particu%ars of a%%otment of
bonus shares have to be furnished
in this 7orm)
2
9) !(3) <CC *ver+ form of app%ication for
shares or debentures vide pub%ic
issue must be accompanied b+ an
abrid$ed prospectus)
2A
10) 8A(;;),109A <CCCK
8
Domination 7orm 2,
11) 3(2) - -articu%ars of contracts re%atin$ to
shares a%%otted for consideration
other than cash)
3
12) 3!(1) Commission pa+ab%e in respect of
sharesA debentures)
<
13) 33A(!) C 8ec%aration of (o%venc+) <A
1<) 33A(10) C 0eturn on bu+-bac/ of (ecurities) <C
1) 9A93,9<A(2)A81(<) - Dotice of conso%idation, division,
etc) and increase in authorised
capita% or number of shares)
1!) 108(1A) A (hare transfer form) 3,

13) 108(1A) A(2A) Counter receipt and transfer form) 3,,
18) 108(18) A(<) *:tension of time for de%a+s
covered b+ sub-sections (1A), (1,)
and (1C) of section 108) Centra%
=overnment has de%e$ated the
po#ers to the 05C) This
app%ication can be made to the
05C of the (tate #here the
re$istered office of the compan+ is
situated or to the 05C of the (tate
#here the transferee ordinari%+
resides)
3C
19) 108A , App%ication to the Centra%
=overnment for ac.uisition of
shares
38
20) 108, , ;ntimation to the Centra%
=overnment about the proposa% to
transfer the shares)
3*
21) 108C , App%ication to the Centra%
=overnment for transfer of shares
of forei$n companies)
3*
22) 12A123A130A13 ! Common form for furnishin$
detai%s of creation of char$e and
modification of char$e as #e%%)
This form shou%d be accompanied
b+ 7orm Do) 13 a%so)
8
23) 128A129 - -articu%ars of a series, of
debentures
10
2<) 130A13A133A138 - -articu%ars of
creationAmodificationAsatisfaction
of char$e) This form has to be fi%ed
a%on$ #ith either 7orm Do)
8A10A13)
13
2) 133(1) - -articu%ars of appointment of
receiver or mana$er of the
propert+)
1
2!) 133(2) - -articu%ars of receiver or mana$er
appointed under section 133(1)
ceasin$ to act as such)
1!
23) 138 - -articu%ars of comp%ete satisfaction
of char$e) This form shou%d be
accompanied b+ 7orm Do) 13 a%so)
13
28) 1<! - -articu%ars of situationAchan$e in
situation of the re$istered office of
the compan+ and the name of the
po%ice station nearest thereto)
18
29) 1<9(1)(d) - 8ec%aration about comp%iance #ith
the provisions of C%auses (a), (b)
and (c) of section 1<9(1) b+ a
pub%ic compan+ #hich has issued a
prospectus) ;t is re.uired to obtain
the certificate of commencement of
business)
19
30) 1<9(2)(b) - 8ec%aration about comp%iance #ith
the provisions of c%ause (b) of
section 1<9(2) b+ a pub%ic
compan+ #hich has fi%ed a
statement in %ieu of prospectus and
is re.uired to obtain the certificate
of commencement of business)
20
31) 1<9(2A)(ii) - 8ec%aration about comp%iance #ith
the provisions of c%ause (1) (havin$
20A
passed specia% reso%ution) or as the
case ma+ be, sub-section (2,) of
section 1<9)
32) 13(1)A39A81(2)A81(<)A9<A(2)A102(1)
A103(3)A111()A111AA113A1<1A18!A391(2)A39<
(1)
- Dotice of order of CourtACompan+
Ca# ,oard
21
33) 13(2) - Dotice of situation of the office
#here forei$n re$ister of members
or debenture ho%ders opened and
an+ chan$e in the situation of such
office or its discontinuance)
-
3<) 1!0 - Annua% return to be fi%ed b+ a
compan+ not havin$ share capita%)
21A
3) - (tatutor+ report to be fi%ed b+ a
pub%ic compan+)
22
3!) 131(2) - A $enera% meetin$ can be convened
b+ a pub%ic compan+ b+ $ivin$
notice of a period %ess than 21 da+s
b+ comp%+in$ #ith the provisions
of section 131(2))
22A
33) 192 - 0e$istration of specia% reso%utions
and a$reements)
23
38) 209(1) -roviso - Dotice of address of /eepin$ the
boo/s and accounts)
23AA
39) 219(1)(b)(iv) 3A (tatement containin$ sa%ient
features of annua% financia%
statements to be attached to the
documents to be fi%ed under section
220)
23A,
<0) 22<(1A) - Dotice b+ the auditor about
acceptance or refusa% of
appointment as auditor)
23,
<1) 233,(2) - App%ication to the Centra%
=overnment for approva% of
appointment of Cost Auditor made
b+ the ,oard of directors of the
compan+)
23C
<2) 29 - App%ication to the Centra%
=overnment to increase the number
of directors be+ond 12 in number
b+ a pub%ic compan+ or its
subsidiar+)
2<
<3) 293(1) -roviso - App%ication to the Centra%
=overnment to enter into contract
#here app%icant compan+1s paid up
capita% e:ceeds 0s) 1 crore)
2<A
<<) 299 - Dotice b+ ;nterested director(s) to
be fi%ed #ith the compan+ ever+
+ear $ivin$ the names of the
companies and firms in #hich he is
2<AA
interested and, nature of such
interest)
<) 31<(1,) - App%ication to the Centra%
=overnment to ho%d the office or
p%ace of profit)
2<,
<!) 198(<),2!9,309(3),311,383,388 - App%ication to Centra% =overnment
b+ a pub%ic compan+ or its
subsidiar+ for appointment, re-
appointment and remuneration
pa+ab%e to mana$eria% personne%)
2A
<3) 2!8 - App%ication to the Centra%
=overnment b+ a pub%ic compan+
or its subsidiar+ for the amendment
of provisions re%atin$ to
appointment re-appointment of
mana$in$ or #ho%e-time director
(not mana$er) or a director not
re.uired to retire b+ rotation)
2,
<8) 2!9(2) K (ch) I;;; 10A(2) ;ntimation about appointment of
mana$in$ or #ho%e time director or
mana$er havin$ comp%ied #ith the
provisions -arts ; and ;; of
(chedu%e I;;;) This form has to be
certified b+ either auditor or
compan+ secretar+ or compan+
secretar+ in #ho%e-time practice)
2C
<9) 310,311K 388 - App%ication to the Centra%
or its subsidiar+ for increase in the
remuneration of mana$in$ or
#ho%e-time director or mana$er)
2!
0) 2!<(2)A2!!(1)(a)A2!!(1)(b)(iii) - ;ntimation to be fi%ed b+ a director
of a pub%ic compan+ or its
subsidiar+ about his consent to act
as director and to ta/e .ua%ification
shares)
29
1) 303(2) - Appointment of director, mana$in$
director, mana$er and secretar+ and
chan$es amon$ them (to be fi%ed in
dup%icate))
32
2) 330 - App%ication to the Centra%
or its subsidiar+ for approva% to
advance %oans in e:cess of the
specified %imits)
3<AA
3) 332 - App%ication to the Centra%
or its subsidiar+ for approva% to
invest in shares of other
compan+Acompanies in e:cess of
3<,
the specified %imits)
<) 39(1) 12(2) Dotice to dissentin$ share-ho%ders
of the transferor compan+ b+ the
transferee compan+)
3
) 39(<A)(a)(1) 12 ;nformation in re%ation to an+ offer
of a scheme or contract invo%vin$
transfer of shares or an+ c%ass of
shares in the investors compan+ to
the transferee compan+)
3A
!) !A!!A!3 - App%ication b+ a 2oint stoc/
compan+ for re$istration as a
%imitedAHn%imited compan+)
33
3) !A!8 - App%ication b+ an e:istin$
compan+ (not bein$ a 2oint stoc/
compan+) for re$istration as a %im-
itedAun%imited compan+) A %ist of
names, addresses and occupations
of directors and mana$er, if an+
sha%% a%so be submitted in 7orm Do)
<2 a%on$ #ith 7orm Do) 38)
38A<2
8) !3(a) - Cist of members of an e:istin$
compan+ to be re$istered under
-art ;I of the Act)
39
9) !3Q - 8etai%s of shareho%din$ etc) of an
e:istin$ compan+ intendin$ to be
re$istered as a %imited compan+)
<0
!0) !(1) -roviso (v) K (vii)(a) - Cop+ of reso%ution assentin$ to
re$istration of an e:istin$ compan+
#ith %imited %iabi%it+)
<1
!1) !8(a) - Cist of names, addresses and
occupations of directors and,
mana$er, if an+, of an e:istin$
compan+, not bein$ a 2oint stoc/
compan+) This form shou%d be
furnished a%on$ #ith 7orm Do)38)
<2
!2) 92 - (ubmission of prescribed
particu%ars b+ a forei$n compan+
estab%ishin$ p%ace of business or
branch office in ;ndia #ithin 30
da+s)
<<
!3) 93(a)A(b)A(c) 13,18 0eturn to be fi%ed b+ ne:t
1
st
Januar+ after a forei$n compan+
ma/es a%terations in its
9emorandum or Artic%es of
Association, charter or statute,
address of re$istered office,
directors, secretar+)
<9
!<) 93(d)A(c) 13,18 A forei$n compan+ shou%d fi%e
#ithin 30 da+s the detai%s of
a%terations in the situation of
2
principa% p%ace of business in ;ndia,
names and addresses of persons
authorised to accept or service
documents on beha%f of the
compan+)
!) 9<(3) 18A A forei$n compan+ to fi%e a
dec%aration of p%ace of business in
;ndia #ithin nine months from the
date of c%osure of the financia%
+ear)
2
!!) 93(3) - A forei$n compan+ to fi%e a
dec%aration immediate%+ on ceasin$
to have a p%ace of business in ;ndia)
2
!3) !00A12 - -articu%ars of char$e created b+ a
forei$n compan+ on propert+ in
;ndia to be furnished #ithin 30
da+s of creation) ;f the char$e is
created outside ;ndia, period of 30
da+s to be counted from the date of
receipt of instrument or its cop+ in
;ndia)
!8) !00A123 - -articu%ars of char$e sub2ect to

#hich propert+ is ac.uired b+ a
forei$n compan+ to be furnished
#ithin 30 da+s)
!
!9) !00A128 -roviso - -articu%ars of each issue in a series
of debentures f%oated b+ a forei$n
compan+ to be furnished #ithin 30
da+s of e:ecution of debenture
trust deed)
3
30) !00A128A129 - -articu%ars of entire series of
debentures f%oated b+ a forei$n
compan+ to be furnished #ithin 30
da+s of e:ecution of debenture
trust deed)
8
31) !00A13 - -articu%ars of modification on
char$e b+ a forei$n compan+ to be
furnished #ithin 30 da+s)
9
32) !00A138 - -articu%ars of satisfaction of char$e
b+ a forei$n compan+ to be
furnished #ithin 30 da+s)
!0

UNDER OT"ER REGULATIONS

()Do) (ection -articu%ars 0e%evant provision
33) <<(1)(b) (tatement in %ieu of prospectus to be
fi%ed #ith the 05C b+ a private
compan+ on becomin$ a pub%ic
compan+ #ithin 30 da+s)
(chedu%e ;E of the Act)
3<) <<(2)(a) K ! -rospectus to be fi%ed #ith the 05C) (chedu%e ;; of the Act)
3) 8A 0eturn of deposit to be fi%ed #ith the
05C b+30th June ever+ +ear)
7orm ; of the Companies
(Acceptan- ce of 8eposits) 0u%es,
193
3!) 8A (tatement in %ieu of advertisement, to
be de%ivered to 05C for re$istration
#here a compan+ intends to accept
deposits #ithout invitin$ or a%%o#in$
or causin$ an+ other person to invite
such deposit)
0u%e <A of the Companies (Ac-
ceptance of 8eposits) 0u%es 193)
33) 30(1) (tatement in %ieu of prospectus to be
fi%ed #ith the 05C b+ a compan+
#hich has not issued a prospectus or
#hich has issued the prospectus but
has not a%%otted shares based thereon)
(chedu%e ;;; of the Act)
38) 33A 0eturn on bu+-bac/ of securities) Anne:ure-A of the -rivate Cimited
Comp- an+ and Hn%isted -ub%ic
Cimited-Comp- an+(,u+bac/ of
(ecurities) 0u%es, 1999)
39) 103(1) Certified cop+ of court1s order for
reduction of capita% to be fi%ed)
7orm Do)31 of the Companies
(Court) 0u%es, 199)
80) 19(1) Annua% return to be fi%ed #ith the
0e$istrar b+ a compan+ havin$ a
share capita% #ithin !0 da+s of the
annua% $enera% meetin$)
-art ;; of (chedu%e E of the Act)

81) 183C(<) 8ec%aration of beneficia% interest in
shares received from the concerned
parties in 7orms ; and ;; to be fi%ed
#ith the 0e$istrar a%on$ #ith 7orm
;;;)
7orm ;;; under the Companies
(8ec%a ration of ,eneficia% ;nterest
in (hares) 0u%es, 193)
82) 20, 7orm of indemnit+ ,ond to be
furnished to the 0e$istrar
7orm ;;;, iid.
83) 383A(1)
proviso
Comp%iance Certificate 7orm appended to the Companies
(Comp%iance Certificate) 0u%es,
2001)
8<) !00A19 Annua% return to be fi%ed b+ a forei$n
compan+)
7orm ;; of (chedu%e E of the Act,
sub2ect to the app%ication of section
19 to 7orei$n Companies
0u%es193)

PARTICULARS TO BE FILED (IT" T"E REGISTRARDREGIONAL
DIRECTOR DCENTRAL GOVERNMENTD COMPAN' LA( BOARD FOR ("IC"
NO FORMS ARE PRESCRIBED

()
Do)
(ection 9atter
8) 2 App%ication to the Centra% =overnment to $rant %icence not to use the
#ord 1Cimited1 or the #ords 1-rivate Cimited" as part of name)
8!) 31(2A) 5n conversion of a pub%ic compan+ into a private compan+, a printed
cop+ of a%tered Artic%es of Association has to be fi%ed #ith 0e$istrar
#ithin one month of receipt of Centra% =overnment1s approva% (i)e)
0e$iona% 8irector1s approva%))
83) <3A(2A) 7or re-conversion of a deemed pub%ic compan+ into a private compan+, an
intimation that it has become a private compan+ is re.uired to be made to
the 05C)
88) 8AA ;ntimation of defau%ts in repa+ment of an+ deposits accepted from sma%%
depositors to Compan+ Ca# ,oard)
89) 13(2) Dotice #ithin 30 da+s to the 05C about the situation #here the forei$n
re$ister is /ept or an+ chan$e in this beha%f)
90) 1!!(1) (econd
proviso
App%ication to the 05C for e:tension of time for ho%din$ of annua%
$enera% meetin$, other than the first one)
91) 220(1) Three copies of annua% accounts to be fi%ed #ith the 05C #ithin 30 da+s
of the annua% $enera% meetin$)
92) 220(2) ;f annua% $enera% meetin$ is not he%d or is ad2ourned #ithout adoptin$ the
annua% accounts or is not adopted b+ the annua% $enera% meetin$ before
#hich the annua% accounts #ere %aid, a statement of that fact and of the
reasons for not adoptin$ the annua% accounts shou%d be anne:ed to the
copies of the annua% reports to be fi%ed #ith the 05C)
93) !0(1) Certified cop+ of prospectus is$ued b+ a forei$n compan+ to be fi%ed #ith
the 05C before issue, circu%ation and distribution in ;ndia for subscription
of shares in or debentures of that compan+)

APPENDI--B

MATTERS RE+UIRING APPROVAL OF DIRECTORS AS DERIVED FROM
PO(ERS OF T"E BOARD OF DIRECTORS

P0Fe7: Exe73i:4A8e 0n8< 41 Mee1in; 02 16e B047d

()
Do)
(ection 0emar/s
1) 292(1)(a) To ma/e ca%%s on shareho%ders)
2) 292(1)(b) K (c) To issue debentures and borro# mone+s other#ise than issue of
debentures)
3) 292(1)(d)and (c) To invest the compan+1s funds and ma/e %oans)
<) 292(1), (3) K <
-roviso (2)
To de%e$ate the po#er to borro# (other#ise than b+ issue of debentures)
and to invest and ma/e %oans)
) 2!2 To fi%%-in the casua% vacancies on the ,oard)
!) 31!,38! To appoint as mana$in$ director or mana$er a person #ho is mana$in$
director or mana$er of another compan+ sub2ect to the conditions that
the proposed reso%ution is specified in the notice convenin$ the ,oard
meetin$ #here the reso%ution is passed unanimous%+)
3) 293 To $ive consent to contracts of a compan+ #ith an+ director or his
re%ative, firm, private compan+ etc)
8) 332A To ma/e %oans, $ive $uarantee or provide securities to and to ma/e
investment in the securities of an+ other bod+ corporate, a unanimous
reso%ution is to be passed)
9) 293A(2) -roviso To ma/e donation to po%itica% parties)
10) 299(1) To ma/e disc%osure of interest b+ a director)
11) 299(3)(c) To receive notice of disc%osure of director1s interest)
12) 308(2) To receive notice of disc%osure of directors1 shareho%din$s)
13) <88 To ma/e dec%aration of so%venc+ #here it is proposed to #ind up the
compan+ vo%untari%+)

P0Fe7: Exe73i:4A8e (in 34:e 02 P>A8i3 C09p4n<) 0n8< Fi16 16e C0n:en1 02 16e C09p4n<
in Gene748 Mee1in;

1<) 293(1)(a) To se%%, %ease or other#ise dispose of the #ho%e or part of the under
ta/in$)
1) 293(1)(b) To remit debt due b+ a director)
1!) 293(1)(c) To invest compensation amounts received on compu%sor+ ac.uisition of
an+ of its properties)
13) 293(1)(d) To borro# in e:cess of paid-up capita% and free reserves of the compan+)
18) 293(1)(e) To contribute to charities)
19) 29<(2) To appoint so%e se%%in$ a$ents)
20) 31< To appoint persons ho%din$ office or p%ace of profit dra#in$ remuneration
in e:cess of prescribed amount)
21) 2!9, 31!, 38!
and (chedu%e
I;;;
To appoint mana$eria% personne%)

O16e7 P0Fe7:

22) 291 To e:ercise a%% the po#ers that the compan+ is authorised to e:ercise
sub2ect to the provisions of the Act, 9emorandum and Artic%es and
reso%utions passed at =enera% 9eetin$s of the Compan+)

APPENDI--C

MATTERS RE+UIRING APPROVALS OF S"ARE"OLDERS

B< O7din47< Re:08>1i0n

()
Do)
(ection 0emar/s
1) 22(1)(ii)(a) To rectif+ compan+1s name #ith previous approva% of Centra% =ov-
ernment)
2) !1 To var+ terms of contract referred to in prospectus or in statement in %ieu
of prospectus)
3) 39(2) To issue shares at a discount sub2ect to sanction of1 Compan+ Ca# ,oard)
<) 9<(2) To a%ter compan+1s share capita%, if authorised b+ Artic%es)
) 98 To increase the nomina% amount of capita% b+ an un%imited compan+)
!) 121 To re-issue redeemed debentures)
3) 1! To adopt statutor+ report)
8) 210 To adopt ba%ance sheet and the reports of the ,oard of directors and
auditors at an annua% $enera% meetin$)
9) - To dec%are dividends (see Artic%e 8 of Tab%e A))
10) 21<(1) To authorise b+ a ho%din$ compan+ its representative to inspect boo/s of
accounts of its subsidiar+)
11) 22<(1) To appoint auditors and fi: their remuneration)
12) 22<() -roviso
(a)
To remove an auditor and appoint in his p%ace an+ other person
nominated b+ an+ member)
13) 22<() -roviso
(b)
To appoint first auditor and fi: remuneration)
1<) 22<(!) To fi%% casua% vacanc+ in the office of an auditor caused b+ resi$nation)
1) 22 To appoint as auditor a person other than a retirin$ auditor, or providin$
e:press%+ that retirin$ auditor sha%% not be re-appointed)
1!) 2(1) To appoint first directors #ho are %iab%e to retire b+ rotation)
13) 2!(3) To fi%% vacanc+ created b+ retirement of a director at an annua% $enera%
meetin$)
18) 23(1) To appoint a person other than retirin$ director to office of director or
re$u%arise appointment of additiona% director or director appointed in
casua% vacanc+)
19) 28 To increase or reduce number of directors of compan+ #ithin the %imits
fi:ed b+ its Artic%es of Association)
20) 2!9 To appoint mana$in$A#ho%e-time director or mana$er)
21) 28<(1) To remove a director before e:pir+ of his term of office and appoint a
director in his p%ace)
22) 293(1) To five consent to ,oard of directors&
(a) to se%%, %ease or other#ise dispose of the #ho%e or substantia%%+ the
#ho%e of underta/in$ of compan+ Bc%ause (a)F@
(b) to remit or $ive time for pa+ment of an+ debt due b+ a director
(c%ause (b))@
(c) to invest other#ise than in trust securities amount of compensation
received b+ compan+ in respect of compu%sor+ ac.uisition of its
properties Bc%ause (c)F -)
(d) to borro# mone+s e:ceedin$ the a$$re$ate of paid-up capita% and free
reserves of compan+ Bc%ause (d)F@ and
(e) to contribute to charitab%e and other funds e:ceedin$ 0s)0,000 or
per cent of compan+1s avera$e net profits durin$ precedin$ three
financia% +ears Bc%ause (e)F)

HAppendix 4-%) Re:e7:e7@edI

ICSI Guidence Note On Compliance Certificate

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ICSI Guidence Note On Compliance Certificate

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Appendix 42

ICSI GUIDANCE NOTE ON COMPLIANCE CERTIFICATE UNDER PROVISO TO

1!) 108(1A) A (hare transfer form) 3,

!8) !00A123 - -articu%ars of char$e sub2ect to

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