Guide to Compliance Certificate (with Procedures)

By virtue of S. 383 A of the Companies Act, every company having a paid up capital of Rs 10 lac or more but less than Rs 2 crore needs to obtain a Secretarial Compliance Certificate from a Chartered Secretary. By way of this provision, many more companies have come under the net of secretarial verification.

A Practising Company secretary (PCS) is required to verify that the company has made compliance with the provisions of the Companies Act, 1956 with respect to the 33 issues dealt with in the Compliance Certificate - each issue pertaining to some or the other aspect of the status/working of the company.

This very lucid and well planned work explains in simple language and style, the various requirements of the Compliance Certificate. It has been designed keeping in view the requirements of both the companies as well as company secretaries. Every para of the Compliance Certificate has been discussed separately. A company may find detailed provisions and procedures to be followed to make required compliance under the Act, and can have a broader idea of significance of such compliance by looking at the penalty table which describes the liability a company may incur by not complying with the given provisions.

A company secretary may find where he has to focus his verification, what all he is to verify, what documents he may ask the company for making required verification, and a few tips for drafting the Compliance Certificate.

The Appendices contain the text of the various provisions of the Companies Act referred to in the book, and the text of selected Rules (including directions of RBI). Additionally some useful tables have been given such as 'Matters requiring Approval of Shareholders by Ordinary/Special Resolution', 'Specimen of Certificate' a Chartered Secretary may obtain from a Company.

                   Introduction

          Chapter 1  : Statutory and Other Registers to be maintained by a Company 
          Chapter 2  : Forms and Returns to be filed by a Company
          Chapter 3  : Private Companies 
          Chapter 4  : Meetings of the Board
          Chapter 5  : Closure of Register of Members/Debenture-holders
          Chapter 6  : Annual General Meeting
          Chapter 7  : Extraordinary General Meetings 
          Chapter 8  : Loans to Directors 
          Chapter 9  : Contracts involving Directors' Interest 
          Chapter 10 : Register of Contracts 
          Chapter 11 : Holding of an Office or Place of Profit by 
                            Directors/Other Specified Persons  
          Chapter 12 : Issue of Duplicate Share Certificates 
          Chapter 13 : Delivery of Securities Certificates,
                            Payment of Dividend, and Board of Directors' Report 
          Chapter 14 : Appointment of Directors 
          Chapter 15 : Appointment of Managing Director/
                            Whole-time Director/Manager 
          Chapter 16 : Appointment of Sole Selling Agents 
          Chapter 17 : Government Approvals 
          Chapter 18 : Disclosure of Interest by Directors
          Chapter 19 : Issue of Shares/Debentures/Other Securities
          Chapter 20 : Buy-back of Securities 
          Chapter 21 : Redemption of Preference Shares and Debentures
          Chapter 22 : Holding in Abeyance: Rights to Dividend,
                            Right Shares and Bonus Shares
          Chapter 23 : Deposits raised by a Company 
          Chapter 24 : Borrowings by a Company 
          Chapter 25 : Loans, Investments, Guarantees, etc. 
          Chapter 26 : Alteration of Memorandum: Situation Clause 
          Chapter 27 : Alteration of Memorandum: Object Clause 
          Chapter 28 : Alteration of Memorandum: Name Clause 
          Chapter 29 : Alteration of Memorandum: Share Capital Clause 
          Chapter 30 : Alteration of Articles 
          Chapter 31 : List of Prosecution, Show-Cause Notices, 
                            Fines and Penalties, any Other Punishment 
          Chapter 32 : Disposal of Securities received from Employees 
          Chapter 33 : Contribution to Provident Fund 

                   Appendix III-A: Selected Sections of the Companies
                   Act, 1956 
                   Appendix III-B: Selected Schedules of the Companies
                   Act, 1956 
                   Appendix III-C: Text of Some Useful Rules (including Directions
                   of RBI)
                   Appendix III-D: Matters requiring Approval of Shareholders by
                   Ordinary/Special Resolution 
                   Appendix III-E: Specimen of Certificate which a PCS may Obtain
                   from a Company