Describe the points to be covered in the form MGT-8 and which required to be certifiied.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2021
Describe the points to be covered in the form MGT-8 and which required to be certifiied.
Answer & Explanation:
While certifying the Form No. MGT 8, the practicing company secretary provide certification relating the following points: the Annual Return discloses the facts as at the close of the financial year correctly and adequately; and the Company has complied with the provisions of the Act & Rules made there under during the financial year in respect of: Its status under the Act; Maintenance of registers/records & making entries therein within the time prescribed therefore; Filing of forms and returns as stated in the Annual Return, with the Registrar of Companies, Regional Director, Central Government, the Tribunal, Court or other authorities within / beyond the prescribed time; 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; Closure of Register of Members / Security holders, as the case may be. Advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Act; Contracts/arrangements with related parties as specified in section 188 of the Act; 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; Keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer in compliance with the provisions of the Act; Declaration/ payment of dividend; transfer of unpaid/ unclaimed dividend/ other amounts as applicable to the IEPF in accordance with section 125 of the Act; Signing of audited financial statement and report of directors is as per section 134 of the Act; Constitution/ appointment/ re-appointments/ retirement/ filling up casual vacancies/disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them; Appointment/ reappointment/ filling up casual vacancies of auditors as per the provisions of section 139 of the Act; 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; Acceptance/ renewal/ repayment of deposits; Borrowings from its director, members, public financial institutions, banks and others and creation/modification/satisfaction of charges in that respect, wherever applicable; 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; Alteration of the provisions of the memorandum and/or articles of association of the company.
Topics: Companies Act, 2013
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