P. V. Subramanian
B.Com., LL.B., ACS.
Company Secretary in Whole-time Practice
|
81/8, Regent Estate,
Kolkata-700 092, India.
Phone : 2414 1975
Mobile: 98300 26425
|
| |
|
|
|
|
|
|
| |
|
|
|
|
| |
|
|
| |
|
|
SECRETARIAL COMPLIANCE
CERTIFICATE
|
| |
|
| |
|
To,
The Members of
NICCO Engineering services Limited
|
| |
| |
|
| I have examined the registers,records.
books and papers of NICCO ENGINEERING SERVICES LIMITED
( "the Company") as required to be maintained under the
Companies Act. 1956 ("the Act") and the rules made ther
under 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
: |
| |
|
| 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. |
| |
|
| 2. The Company has
filed the forms and returns as stated in Annexure "B"
to this Certificate with the Registrar of Companies/Central
Govemment 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,
Company Law Board or other authorities prescribed under
the Act. |
| |
|
| 3. The Company being
a Public Umited Company has the minimum prescribed paid-up
capital. |
| |
|
| 4. The Board of Directors
duly met 5 (five) times respectively on 19th May, 2009,
30th July, 2009, 29th 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. |
| |
|
| 5. The Company was
not required to close its Register of Members during the
financial year. |
| |
|
| 6. The annual general
meeting for the financial year ended on 31st March, 2009
was held on 30th July, 2009 after gMng due notice to the
members of the Company and the resolutions passed thereat
were duly recorded in Minutes Book maintained for the
purpose. |
| |
|
| 7. 1 (one) Extra-Ordinary
General Meeting was held during the financial year, i.e.
on 31st March, 2010. |
| |
| 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. |
| |
| 9. The Company has
not entered into any contract failingwithinthe purview
of section 297 of the Act. |
| |
| 10.The Company has
made necessary entries in the register maintained under
section 301 of the Act. |
| |
| 11.As there were no
instances falling withinthe purviewof section 314 of the
Act. the Company has not obtained any approvals from the
Board of Directors,Members or Central Govemment. |
| |
| 12. The Company has
not issued any duplicate share certificates during the
financial year. |
| |
| 13. (i) There was no
allotment/transfer/transmission of securities during the
financial year. |
| |
| (ii) The Company has
not deposited any amount in a separate BankAccount as
no dividend was declared during the financial year. |
| |
| (iii) The Company was
not required to post warrantsto any member of the Company
as no dividend was declared during the financial year.
|
| |
| (iv) The Company was
not required to transfer any amount to Investor Education
and Protection Fund during the financial year. |
| |
| (v) The Company has
duly complied with the requirementsof section 217 of the
Act. |
| |
| 14. The Board of Directors
of the Company is duly constituted. There was no appointment
of additional directors, alternate directors or directors
to fillcasual vacancy during the financial year. |
| |
| 15. The appointment
of Mr M K Ogra as Whole-time Director (designated as 'ExecutiveChairman')
of the Company for a period of 1 (one) year w.e.f. 01.01.2010
has been made in compliance with the provisionsof section
269 read with Schedule XIIIto the Act. |
| |
| 16. The Company has
not appointed any sole selling agents during the financial
year. |
| |
| 17. The Company has
obtained necessary order of the High Court at Calcutta
confirmingthe reduction of the capital of the Company
from Rs. 5,62.53.750/-divided into 56.25.375 EquityShares
of Rs. 10/- each fullypaid up to Rs. 56.25.375/-divided
into 56.25.375 EquityShares of Re 11- each all fullypaid
up. by cancelling Rs. 9/- per share. Save as above. the
Company was not required to obtain any other approvals
of the Central Govemment. Company Law Board. Regional
Director.Registrarand 1 or such authoritiesprescribed
uder the various provisions of the Act during the financial
year. |
| |
| 18. The directors have
disclosed their fnterest in other firms 1 companies to
the Board of Directors pursuant to the provisionsof the
Act and the rules made thereunder. |
| |
| 19. The Company has
not Issued any shares. debentures or other securities
during the financial year. |
| |
| 20. The Company has
not bought back any shares during the financial year.
|
| |
| 21. There was no redemption
of preference shares or debentures during the financial
year. |
| |
| 22. There were no transactions
necessitating the Company to keep in abeyance the rights
to dividend. rights shares and bonus shares pending registrationof
transfer Of shares. |
| |
| 23. The Company has
not Invited 1 accepted any deposits Including an't. unsecured
loans falling within the purview of section 58A of the
Act during the financial year. |
| |
| 24. The Company has
not made any borrowings during the financial year. ending
31st March. 2010 |
| |
| 25. The Company has
not made any loans or advances or given guarantees or
provided securities to other bodies corporate. Forthe
investmentsmade. the Company has made necessary entries
inthe register kept for the purpose. |
| |
| 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. |
| |
| 27. The Company has
not altered the provisionsof its Memorandum of Associationwith
respect to the objects of the Company during the year
under scrutiny. |
| |
| 28. The Company has
not altered the provisionsof Its Memorandum of Association
with respect to name of the Company during the year under
scrutiny. |
| |
| 29. The Company has
not altered the provisionsof its Memorandum of Associationwith
respect to share capital of the Company during the year
under scrutiny. |
| |
| 30. The Company has
not altered its Articles of Association during the financial
year. |
| |
| 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. |
| |
| 32. The Company has
not received any money as security from its employees
during the financial year. |
| |
| 33. The Company has
deposited both employees' and employer's contribution
to Provident Fund with the prescribed authorities. |
| |
| |
| |
| Place: Kolkata . |
|
|
|
(P V SUBRAMANIAN)
|
|
|
|
|
|
Company Secretary in Whole-time
Practice
|
| Date : 20th April, 2010.
|
|
C.P.No.: 2077
|
| |
| |
| |
| |
| |
|
ANNEXURE “A”
|
| |
|
(forming part of Secretarial Compliance
Certificate dated 20th April, 2010)
|
| |
|
Statutory Registers, Books and
Returns as maintained by
|
| |
|
NICCO ENGINEERING
SERVICES LIMITED
|
| |
| |
| 1. Register of Charges
. |
|
u/s 143
|
|
| |
| 2. Register of Members |
|
u/s 150
|
|
| |
|
|
|
| 3. Copies of Annual
Returns. |
|
u/s 163
|
|
| |
|
|
|
| 4. Minutes Book of meetings
of Board of Directors. |
u/s 193
|
|
| |
| 5. Minutes Book of proceedings
of general meetings. |
u/s 193
|
|
| |
|
|
|
| 6. Books of account.
|
|
u/s 209
|
|
| |
| 7. Register of contracts.
|
|
u/s 301
|
|
| |
|
|
|
| 8. Register of directors,
etc. |
|
u/s 303
|
|
| |
| 9. Register of directors’
shareholdings. |
u/s 307
|
|
| |
|
|
|
| 10. Register of Investments,
etc. |
|
u/s 372A
|
|
| |
| 11. Register of Renewed
and Duplicate Certificates. |
u/r 7 of the Companies
(Issue of Share Certificates) Rules, 1960.
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| Place: Kolkata . |
|
|
|
(P V SUBRAMANIAN)
|
|
|
|
|
|
Company Secretary in Whole-time
Practice
|
| Date : 20th April, 2010.
|
|
C.P.No.: 2077
|
| |
| |
| |
| |
| |
|
|
|
|
ANNEXURE “B”
|
| |
|
(forming part of Secretarial Compliance
Certificate dated 20th April, 2010)
|
| |
|
Forms and Returns as filed by NICCO
ENGINEERING SERVICES LIMITED with the Registrar of Companies
/ Central Government during the financial year ending
on 31st March, 2010.
|
| |
|
|
|
| |
| 1. |
eForm No.21
(with attachment) |
Filed u/s 103
|
|
Order of High Court at Calcutta
dated 06.04.2009 confirming the reduction of paid-up share
capital of the Company. |
|
| 2. |
eForm Nos.23AC & 23ACA (with
copies of Balance Sheet,etc. as attachment) |
Filed u/s 220
|
|
For the year ended
31st March, 2009. |
|
| 3. |
eForm No.20B (with Annual Return
in Sch.V as attachment) |
Filed u/s 159
|
|
As on the date of AGM held
on 30.07.09 |
|
| |
|
|
|
|
|
| 4. |
eForm No.23
(with attachment) |
Flied u/s 192(4)(a)
|
|
Special resolution passed at
the AGM held on 30.07.09 |
|
| |
|
|
|
|
|
| 5. |
eForm No.23
(with attachment) |
Flied u/s
192(4)(c)
|
|
Appointment of Mr M K Ogra
as Executive Chairman from 01.01.10 to 31.12.10. at the
Board Meeting held on 29.10.09 |
|
| |
|
|
|
|
|
| 6. |
eForm No. 25C
(with attachment) |
Flied u/s 269(2)
|
|
Appointment of Mr M K Ogra
as Executive Chairman from 01.01.10 to 31.12.10 |
|
| |
|
|
|
|
|
| 7. |
eForm No. 32
(with attachment) |
Filed u/s 303
|
|
Resignation of Mr S Saha as
Company Secretary w.e.f. 31.01.10 |
|
| |
| |
|
|
|
| |
| |
| Place: Kolkata . |
|
|
|
(P V SUBRAMANIAN)
|
|
|
|
|
|
Company Secretary in Whole-time
Practice
|
| Date : 20th April, 2010.
|
|
C.P.No.: 2077
|
| |
| |
| |
