Certification of Annual Return-Management Representation Letter

Management Representation Letter  On the letter head of the company  (Sample format)

M/s Abcd comany Ltd
Company Secretaries
D-4, Chinchwad MIDC,
Pune – 411 019 (Maharashtra)
Sub: Management Representation Letter for Signing/Certification of Annual Return
Kind Attn: Mr. ————————–
Dear Sir,

This Representation Letter is provided in connection with our signing/certification on Annual Return for the period from 1st April, 2015 to 31st March, 2016 according to the provisions of the Companies Act, , 2013 ( the Act) and rules made there under;

We the undersigned acknowledge our responsibility for maintaining the Statutory
registers & Secretarial records under the Act & rules made there under and confirm the following representation as may be applicable to the company:

1. The Annual return prepared in form MGT-7 and signed by Mr…………………… Director &/or Company secretary, correctly and adequately states the facts
(Including the particulars of compliances and disclosures made by the Company under the Companies Act, 2013 stated at point no. XI (A) & reasons/ observations for non-compliances, if any stated at point no XI (B)and the particulars of penalty and punishment, if any sated at point no XII) as at the close of the financial year 2015-16;

2. The company has complied with the provisions of 12(3) section in respect of printing and publication of its name, registered address and other details;

3. The company does not have its own website / the company has its own website and has made applicable disclosure under the Act & Rules made there under;

4. The principal business activity of the company is ……………..

5. The company is not a holding company of other company / other than specified in the financial statements;

6. The company has no subsidiary associate or Joint Venture Company / other than those specified in the financial statements;

7. The indebtedness including debentures outstanding at the end of financial year 2015-16 of the company was-
a) Non – convertible debentures ………..
b) Partly convertible debentures ………..
c) Fully convertible debentures ………..
d) Secured Loans (including interest outstanding/accrued but not due for payment) excluding deposits ………..
e) Unsecured Loans (including interest outstanding/accrued but not due for payment) excluding deposits ………..
f) Deposits ………..;

8. The turnover of the company as at the close of the financial year 2015-16 was Rs…………….;

9. The net worth of company as at the close of the financial year 2015-16 was Rs…………….;

10. Mr …. …….and M/s……. are the promoters of the company;

11. Mr………….. and Mr…………… are the Executive director of the company

12. The Company has complied with the all the applicable provisions of the Act & Rules made there under and Annual Return state the facts as at the close of the aforesaid financial year correctly and adequately.

13. The Company has maintained books of accounts as required under Section 128 of the Companies Act, 2013.

14. The Company is in compliance with the provisions related to maintenance of registers/records & making entries therein within the time prescribed there for.

15. The Company is in compliance with the provisions related to filing of forms and returns as may be required to be filled with the Registrar of Companies, Regional Director, Central Government, the Tribunal, Court or other authorities within the prescribed time.

16.The Company is in compliance of applicable provisions in respect of calling/convening/holding meetings of Board of Directors or its committees, if any, and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings including the circular resolutions and resolutions passed by postal ballot, if any, have been properly recorded in the Minute Book/registers maintained for the purpose and the same have been signed.

17. The Company has not closed its Register of Members/Security holders during the period under review; OR the Company is in compliance of applicable provisions in respect of closure of Register of Members/Security holders, as the case may be.

18. The Company is in compliance of applicable provisions in respect of advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Act.

19. The Company is in compliance of applicable provisions in respect of Contracts/arrangements with related parties as specified in section 188 of the Act.

20.The Company is in compliance of applicable provisions in respect of issue or allotment or transfer or transmission or buy back of securities/redemption of preference shares or debentures/alteration or reduction of share capital/conversion of shares/securities and issue of security certificates in all instances.

21.The Company is in compliance of applicable provisions in respect of keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act.

22. The Company is in compliance of applicable provisions in respect of declaration/payment of dividend; transfer of unpaid/unclaimed dividend/other amounts as applicable to the Investor Education and Protection Fund in accordance with section 125 of the Act.

23.Signing of audited financial statement as per the provisions of section 134 of the Act and report of directors is as per sub – sections (3), (4) and (5) thereof has been duly complied by the Company.

24. The Company is in compliance of applicable provisions in respect of constitution/appointment/re-appointments/retirement/filling up casual vacancies/disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them.

25. The Company is in compliance of applicable provisions in respect of appointment / reappointment / filling up casual vacancies of auditors as per the provisions of section 139 of the Act.

26. Approvals required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act, if any has been duly taken by the Company.

27. The Company has not accepted/renewed/repaid any kind of deposit during the period under review. OR The Company is in compliance of applicable provisions in respect of acceptance / renewal / repayment of deposits;

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28. The Company is in compliance of applicable provisions in respect of borrowings from its directors, members, public financial institutions, banks and others and creation / modification / satisfaction of charges in that respect, wherever applicable;

29. The Company is in compliance of applicable provisions in respect of loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act;

30. The Company has not altered any provisions of the Memorandum and/or Articles of Association. OR The Company is in compliance of applicable provisions in respect of alteration of the provisions of the Memorandum and/or Articles of Association.

31. The financial statements of the company are giving a true and fair view of the state of affairs of the company and are in accordance with Section 129 of the Companies Act, 2013.

32. No show cause notice has been received by the company under the Acts referred above or any other laws applicable on the company and there has been no compounding of offence(s) under any of law as may be applicable to the company, it’s directors or officers.

33. No Penalties or Punishment has been imposed on company, directors or any of its officers during the period under review under any law as may be applicable to them.

For ____________________
DIRECTOR
Date: ___________
Place:

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