MINISTRY OF LAW, JUSTICE AND COMPANY
AFFAIRS
(DEPARTMENT OF COMPANY
AFFAIRS)
Shastri Bhavan,
New Delhi, the 31st January,
2001
G.S.R. 52(E). - In exercise of the powers
conferred by sub-section (1) of section 642 read with proviso to sub-section (1)
of section 383A of the Companies Act, 1956 (1 of 1956), the Central Government
hereby makes the following rules, namely: -
1.
Short
Title and Commencement.
- (1) These rules may be called the Companies (Compliance Certificate) Rules, 2001.
(2)
They
shall come into force on the date of their publication in the Official
Gazette.
2.
Definitions.-
In these rules, unless the context otherwise requires,-
(a)
“Act”
means the Companies Act, 1956 (1 of 1956);
(b)
“Certificate”
means a certificate referred to in the proviso to sub-section (1) of section
383A of the Act;
(c)
“Form”
means Form appended to these rules; and
(d)
the
words and expressions used in these rules but not defined in these rules shall
have the same meanings respectively assigned to them in the
Act.
3.
Other
Conditions.-
(1) Every company not required to employ a whole-time secretary under
sub-section (1) of section 383A of the Act and having a paid-up share capital of
ten lakh rupees or more shall obtain a certificate from a secretary in
whole-time practice.
(2)
The
company referred to in sub-rule (1) shall file with the Registrar a certificate
in Form or as near thereto as circumstances admit in respect of each financial year within
thirty days from the date on which its annual general meeting was
held:
Provided
that where the annual general meeting of such company for any year has not been
held, there shall be filed with the Registrar such certificate within thirty
days from the latest day on or before which that meeting should have been held
in accordance with the provisions of the Act.
(3)
Every
secretary in whole-time practice for the purpose of issue of certificate
referred to in sub-rule (2) shall have right to access at all times to the
registers, books, papers, documents and records of the company whether kept in
pursuance of the Act or any other Act or otherwise and whether kept at the
registered office of the company or elsewhere and shall be entitled to require
from the officers or agents of the company, such information and explanations as
the secretary in whole-time practice may think necessary for the purpose of such
certificate.
(4)
Every
certificate referred to in sub-rule (2) shall be laid by the company in its
annual general meeting.
FORM
[SEE
RULE 3]
Compliance
Certificate
To,
The
Members
__________________(Name
of the company)
I
/We have examined the registers, records, books and papers of ___________
Limited (the Company) as required to be maintained under the Companies Act,
1956, (the Act) and the rules made thereunder and also the provisions contained
in the Memorandum and Articles of Association of the Company for the financial
year ended on 31st March, 20__. In my/our opinion and to the best of my/our
information and according to the examinations carried out by me/us and
explanations furnished to me/us by the company, its officers and agents, I/we
certify that in respect of the aforesaid financial year:
1.
the company has kept and maintained all registers as stated in Annexure
`A’ to this certificate, as per the provisions and the rules made thereunder and
all entries therein have been duly recorded.
2.
the
company has duly filed the forms and returns as stated in Annexure `B’ to this
certificate, with the Registrar of Companies, Regional Director, Central
Government, Company Law Board or other authorities within the time prescribed
under the Act and the rules made thereunder.
3.
the
company being private limited company has the minimum prescribed paid-up capital
and its maximum number of members during the said financial year was ________
excluding its present and past employees and the company during the year under
scrutiny:
(i)
has not invited public to subscribe for its shares or debentures;
and
(ii) has
not invited or accepted any deposits from persons other than its members,
directors or their relatives.
4.
the
Board of Directors duly met _______times on ________(dates) in respect of
which meetings proper notices were given and the proceedings were properly
recorded and signed including the circular resolutions passed in the Minutes
Book maintained for the purpose.
5.
the
company closed its Register of Members, and/or Debentureholders from ______ to _______ and necessary
compliance of section 154 of the Act has
been made.
6.
the
annual general meeting for the financial year ended on _______ was held on
______ after giving due notice to the members of the company and the resolutions
passed thereat were duly recorded
in Minutes Book maintained for the purpose.
7.
_______
extra ordinary meeting(s) was/were held during the financial year after giving
due notice to the members of the company and the resolutions passed thereat were
duly recorded in the Minutes Book maintained for the
purpose.
8.
the
company has advanced loan amounting to Rs._________ to its directors and/or
persons or firms or companies referred in the section 295 of the Act after
complying with the provisions of the Act.
9.
the
company has duly complied with the provisions of section 297 of the Act in
respect of contracts specified in that section.
10.
the
company has made necessary entries in the register maintained under section 301
of the Act.
11.
the
company has obtained necessary approvals from the Board of Directors, members
and previous approval of the Central Government pursuant to section 314 of the
Act wherever applicable.
12.
the
Board of Directors or duly constituted Committee of Directors has approved the
issue of duplicate share certificates.
13.
the
Company has:
(i)
delivered all the certificates
on allotment of securities
and on lodgment thereof for
transfer/transmission or any other purpose in accordance with the provisions of
the Act;
(ii)
deposited the amount of dividend declared including interim dividend in a separate
bank account on ________ which is within five days from the date of declaration
of such dividend.
(iii)
paid/posted
warrants for dividends to all the members within a period of 30 (Thirty) days
from the date of declaration and that all unclaimed/unpaid dividend has been
transferred to Unpaid Dividend Account of the Company with _________Bank on
_____________.
(iv)
transferred
the amounts in unpaid dividend account, application money due for refund,
matured deposits, matured debentures and the interest accrued thereon which have
remained unclaimed or unpaid for a period of seven years to Investor Education
and Protection Fund.
(v)
duly
complied with the requirements of section 217 of the Act.
14.
the
Board of Directors of the company is duly constituted and the appointment of
directors, additional directors, alternate directors and directors to fill
casual vacancies have been duly made.
15.
the
appointment of Managing Director/ Whole-time Director/Manager has been made in
compliance with the provisions of section 269 read with Schedule XIII to the Act
and approval of the Central Government has been obtained in respect of
appointment of _______________ not
being in terms of Schedule XIII.
16.
the
appointment of sole-selling agents was made in compliance of the provisions of
the Act.
17.
the company has obtained all necessary
approvals of the Central Government, Company Law Board, Regional Director,
Registrar or such other authorities as may be
prescribed under the various provisions of the Act as detailed
below:-
18.
the
directors have disclosed their interest in other firms/companies to the Board of
Directors pursuant to the provisions of the Act and the rules made
thereunder.
19.
the
company has issued________shares/debentures/other securities during the
financial year and complied with the provisions of the
Act.
20.
the
company has bought back___________shares during the financial year ending
_______ after complying with the provisions of the Act.
21.
the
company has redeemed ________preference shares/debentures during the year after
complying with the provisions of the Act.
22.
the
company wherever necessary has kept in abeyance rights to dividend, rights
shares and bonus shares pending registration of transfer of shares in compliance
with the provisions of the Act.
23.
the
company has complied with the
provisions of sections 58A and 58AA read with Companies (Acceptance of Deposit )
Rules, 1975/ the applicable directions issued by the Reserve Bank of India / any
other authority in respect of deposits accepted including unsecured loans taken,
amounting to Rs.________ raised by the company during the year and the company
has filed the copy of Advertisement/Statement in lieu of Advertisement/
necessary particulars as required with the Registrar of Companies ________ on
__________. The company has also filed return of deposit with the Registrar of
Companies/Reserve Bank of India/other authorities.
24.
the
amount borrowed by the Company from directors, members, public, financial
institutions, banks and others during the financial year ending – is/are within
the borrowing limits of the company and that necessary resolutions as per
section 293(1)(d) of the Act have been passed in duly convened
annual/extraordinary general meeting.
25.
the
company has made loans and investments, or given guarantees or provided
securities to other bodies corporate in compliance with the provisions of the
Act and has made necessary entries in the register kept for the
purpose.
26.
the
company has altered the provisions of the memorandum with respect to situation
of the company’s registered office from one state to another during the year
under scrutiny after complying with the provisions of the
Act.
27.
the
company has altered the provisions of the memorandum with respect to the objects
of the company during the year under scrutiny and complied with provisions of
the Act.
28.
the
company has altered the provisions of the memorandum with respect to name of the
company during the year under scrutiny and complied with the provisions of the
Act.
29.
the
company has altered the provisions of the memorandum with respect to share
capital of the company during the year under scrutiny and complied with the
provisions of the Act.
30.
the
company has altered its articles of association after obtaining approval of
members in the general meeting held on ________ and the amendments to the
articles of association have been duly registered with the Registrar of
Companies.
31.
a
list of prosecution initiated against or show cause notices received by the
company for alleged offences under the Act and also the fines and penalties or
any other punishment imposed on the company in such cases is
attached.
32.
the
company has received Rs. ________ as security from its employees during the year
under certification and the same has been deposited as per provisions of section
417(1) of the Act.
33.
the
company has deposited both employee’s and employer’s contribution to Provident
Fund with prescribed authorities pursuant to section 418 of the
Act.
Note: The qualification, reservation or
adverse remarks, if any, may be stated at the relevant
places.
Place:
Signature :
Date :
Name of Company Secretary :
C. P. No. :
Annexure
A
Registers
as maintained by the Company
1.---------------u/s-------------
2.---------------u/s-------------
3.---------------u/s-------------
Annexure
B
Forms
and Returns as filed by the Company with the Registrar of Companies, Regional
Director, Central Government or other authorities during the financial year
ending on 31st March, 20___.
1.
Form No.-------------------Filed
u/s---------------for-----------------------
2.
Form No.-------------------Filed
u/s---------------for-----------------------
3.
Form No.-------------------Filed
u/s---------------for-----------------------
( F.No.
1/14/2000-CL.V)
A.
RAMASWAMY
Joint
Secretary to the Government of India.