P. V. Subramanian
B.Com., LL.B., ACS.
Company Secretary in Whole-time Practice
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81/8, Regent Estate,
Kolkata-700 092, India.
Phone : 2414 1975
Mobile: 98300 26425
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SECRETARIAL COMPLIANCE
CERTIFICATE
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To,
The Members
NICCO CABLES LIMITED
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I have examined the registers,
records, books and papers of NICCO CABLES 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 & Articles
of Association of the Company for the financial year ended
on 31st March, 2010 (“financial year”). In my opinion
and to the best of my information and according to the
examinations carried out by me and explanations furnished
to me by the Company, its officers and agents, I certify
that in respect of the aforesaid financial year: |
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1. The Company has kept
and maintained all registers as stated in Annexure “A”
to this certificate, as per the provisions of the Act
and the rules made thereunder and all entries therein
have been duly recorded. |
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2. The Company has duly
filed the forms and returns as stated in Annexure “B”
to this certificate with the Registrar of Companies, West
Bengal, within the time prescribed under the Act and the
rules made thereunder. The Company was not required to
file any form or return with the Regional Director, Central
Government, Company Law Board or other authorities prescribed
under the Act. |
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3. The Company being
a public limited company has the minimum prescribed paid-up
capital. |
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4. The Board of Directors
duly met 4 (four) times respectively on 19th May, 2009,
27th July, 2009, 30th October, 2009 and 28th January,
2010 in respect of which meetings proper notices were
given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose. No resolution
was passed by circulation. |
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5. The Company was no
required to close its Register of Members during the financial
year. |
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6. The annual general
meeting for the financial year ended on 31st March, 2009
was held on 27th July, 2009 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. |
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7. No extra-ordinary
general meeting was held during the financial year. |
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8. The Company has not
advanced any loans to its directors or persons or firms
or companies referred to under section 295 of the Act.
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9. The Company has not
entered into any contract falling within the purview of
section 297 of the Act. |
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10. The Company has
made necessary entries in the register maintained under
section 301 of the Act. |
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11. As there were no
instances falling within the purview of section 314 of
the Act, the Company has not obtained any approvals from
the Board of Directors, Members or Central Government.
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12. The Company has
not issued any duplicate share certificates during the
financial year. |
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13. (i) There was no
allotment / transfer / transmission of securities during
the financial year. |
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(ii) The Company has
not deposited any amount in a separate Bank Account as
no dividend was declared during the financial year. |
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(iii) The Company was
not required to post warrants to any member of the Company
as no dividend was declared during the financial year.
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(iv) The Company was
not required to transfer any amount to Investor Education
and Protection Fund during the financial year. |
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(v) The Company has
duly complied with the requirements of section 217 of
the Act. |
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14. The Board of Directors
of the Company is duly constituted. There was no appointment
of additional directors, alternate directors or directors
to fill casual vacancy during the financial year. |
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15. The Company has
not appointed any Managing Director / Whole-time Director
/ Manager during the financial year. |
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16. The Company has
not appointed any sole selling agents during the financial
year. |
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17. The Company was
not required to obtain any other approvals of the Central
Government, Company Law Board, Regional Director, Registrar
and/or such authorities prescribed under the various provisions
of the Act during the financial year. |
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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. |
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19. The Company has
not issued any shares, debentures or other securities
during the financial year. |
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20. The Company has
not bought back any shares during the financial year.
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21. There was no redemption
of preference shares or debentures during the financial
year. |
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22. There were no transactions
necessitating the Company to keep in abeyance the rights
to dividend, rights shares and bonus shares pending registration
of transfer of shares. |
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23. The Company has
not invited / accepted any deposits including any unsecured
loans falling within the purview of section 58A of the
Act during the financial year. |
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24. The Company has
not made any borrowings during the financial year. |
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25. The Company has
not made any loans or advances or given guarantees or
provided securities to other bodies corporate. For the
investments made, the Company has made necessary entries
in the register kept for the purpose. |
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26. The Company has
not altered the provisions of its Memorandum of Association
with respect to situation of the Company’s registered
office from one State to another during the year under
scrutiny. |
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27. The Company has
not altered the provisions of its Memorandum of Association
with respect to the objects of the Company during the
year under scrutiny. |
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28. The Company has
not altered the provisions of its Memorandum of Association
with respect to name of the Company during the year under
scrutiny. |
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29. The Company has
not altered the provisions of its Memorandum of Association
with respect to share capital of the Company during the
year under scrutiny. |
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30. The Company has
not altered its Articles of Association during the financial
year. |
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31. There was no prosecution
initiated against or show cause notices received by the
Company and no fines or penalties or any other punishment
was imposed on the Company during the financial year for
offences under the Act. |
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32. As the Company does
not have any employee, the question of receiving any money
as security from them does not arise. |
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33. As the Company does
not have any employee, the question of depositing both
employees’ and employer’s contribution to Provident Fund
with prescribed authorities does not arise. |
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Place: Kolkata . |
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(P V SUBRAMANIAN)
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Company Secretary in Whole-time
Practice
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Date : 23rd April, 2010.
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C.P.No.: 2077
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ANNEXURE “A”
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(forming part of Secretarial Compliance
Certificate dated 23rd April, 2010)
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Statutory Registers, Books and
Returns as maintained by
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NICCO CABLES LIMITED
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1. |
Register of Members. |
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u/s 150
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2. |
Copies of Annual Returns. |
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u/s 163
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3. |
Minutes Book of meetings of
Board of Directors. |
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u/s 193
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4. |
Minutes Book of proceedings
of general meetings. |
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u/s 193
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5. |
Books of account. |
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u/s 209
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6. |
Register of contracts. |
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u/s 301
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7. |
Register of directors, etc.
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u/s 303
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8. |
Register of directors’ shareholdings
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u/s 307
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9. |
Register of Investments, etc.
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u/s 372A
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Place: Kolkata . |
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(P V SUBRAMANIAN)
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Company Secretary in
Whole-time Practice
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Date : 23rd April, 2010.
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C.P.No.: 2077
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ANNEXURE “B”
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(forming part of Secretarial Compliance
Certificate dated 23rd April, 2010)
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Forms and Returns as filed NICCO
CABLES LIMITED with the Registrar of Companies, West
Bengal, during the financial year ending on 31st March,
2010.
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1. |
eForm Nos.23AC & 23ACA
(with copies of Balance Sheet, etc. as attachment) |
Filed u/s 220
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For the year ended 31st March, 2009.
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2. |
eForm No.66
(with copy of Compliance Certificate as attachment) |
Filed u/s 383A
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For the year ended 31st March, 2009.
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3. |
eForm No.20B
(with Annual Return in Sch.V as attachment) |
Filed u/s 159
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As on the date of AGM 27th July, 2009.
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Place: Kolkata . |
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(P V SUBRAMANIAN)
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Company Secretary in
Whole-time Practice
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Date : 23rd April, 2010.
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C.P.No.: 2077
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