Pradip Shah ®.®. Shah & Co. Bom acs B.Com, LLB, FCS Company Secretaries FORM ISEE RULE 3) CIN: U6se99WB2009PTC136062 ‘Autho. Cap. : Rs. 10 Crore ‘COMPLIANCE CERTIFICATE To ‘The Members, MANGLAM VANIJYA PRIVATE LIMITED, ‘We have examined the registers, records, books and papers of Manglam Vaniya Private 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 and Articles of Association of the ‘Company for the financial period ended on 31% March, 2012. In our opinion and to the best of our Information and according to the examinations carried out by us and exyanations fumished to us by the company, its officers and agents, we certify that in respect ofthe aforesaid financial period: 1. The company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded. 2. The company has duly filed the forms and retums as stated on Annexure ‘B' to this certificate, with the Registrar of Companies or other authorities within the time prescribed under the Act and the rules made thereunder. 3. The company is a private limited company and has the minimum prescribed paid-up capital and its maximum number of members during the said financial period was 9 (Nine) - Equily ‘Shareholders excluding its present and past employees and the company during the year under scrutiny. () has not invited public to subscribe for its shares or debentures; and (i) has not invited or accepted any deposits from persons other than its members, directors or their relatives. 4 ‘The Board of Directors duly met 5 times on 27% April 201,06" June 2011, 2° July 2011, 20” ‘September 2011, 6 Feb 2012 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed. 5. The company was not required to close its Register of Members during the financial period. 6. ‘The Annual General Meeting for the financial year ended on 31% March, 2011 was held on 23 June, 2011 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. 7. Extra Ordinary Meeting(s) was held on 1 July 2011 for approval to shift the registered office of the ‘Company from West Bengal to Maharashtra 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. 8 The company has not advanced any loans to its directors and / or persons or fims or companies referred in the section 295 of the Act. 9. The company has net entered into any contracts falling within the purview of section 297 of the Act. 10, The company has made necessary entries in the Register maintained under section 301 of Office: 218, Veena Chambers, 2i, Dalal Street, Fort, Mumbai: 400 023 Tel: (022) 22675812, 22676339 Fax: (022) 22675812 Ema: shahpradipes® gmail.com, cspunit@gmail compee RS ®.®. Shah & Co. pone Company Secretaries 14. As there were no instances falling within the purview c ‘not obtained any approvals from the Board of Director: ‘case may be. "action 314 of the Act, the Company has ‘Yembers or Central Government, as the 12. The company has not issued any duplicate share certificates during the financial period. 13, The Company has: () was no allotmentitranster/transmission of securities during the financial year. (i) not deposited any amount in a separate bank account as no dividend was declared during the financial period. not posted warrants to eny member of the company, as no dividend was declared during the financial period. (v) no unpaid dividend, application money dud ‘St refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid ‘and as are required to be transferred to Investor Education and Protection Fund. (V) duly complied with the requirements of 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 and directors to fill casual vacancy during the financial year. 15. The company being a private limited company provisions, of the Act, regard to appointment of managing directors, whole time directors, manager are not applicable, 16. The company has not appointed any sole-selling agents during the financial period. 17, The company was not required to obtain any approvale. of the Central Govemment, Regional Director, Registrar or such other applicable authorities as may be prescribed in the Act during the ‘period under review. However during the year the company has filed petition with the Company Law Board, Eastern Region Bench for confirmation of shifting of registered office from the state of ‘West Bengal to the state of Maharashtra and obtain the Company Law order dated 06" February 2012 and complied with the provision of the act. 18. The directors have disclosed their interest in other fims/companies to the Board of Directors Pursuant to the provisions of the Act and the rules made thereunder. 18, The company has not issued any sheres, debentures or other securities during the financial year. 20, The company has not bought back any shares during the financial period. 21. There was no redemption of debentures during the financial period. However during the year the company has redeemed 21,000,00/- non convertible, non cumulative redeemable preference shares of Re 10 each on 20" September, 2011 and complied with the provision of act 22. There were no transaction necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956 during the financial period. 24. The company, being a private company, the borrowing made during the year do not attract provisions of Section 293(1)(d) of the Act. 25. The company has made loans, investments and given guarantees to ‘corporate and consequently entries have been made in the register kept for the pur ‘Office: 218, Veena Chambers, 21, Delal Street, Fort, Mumbai: 400 023 Tel: (022) 22675812, 22676339 Fax: (022) 22675812 Email: shahpradipes@gmail.com, espunit gmail.comPradip Shah Punit Shah B.Com LLB. FCS ®.®. Shah & Co. BCom, ACS Company Secretaries 26. The company has altered the provisions of the memorandum with respect to situation of the company’s registered office from one state to another during the year under scrutiny and compli with the provision of Companies Act 1956, eee ™ c 27. The company has not aitered the provisions of the memorandum with respect to the objects of the ‘company during the period under scrutiny. 28. The company has not altered the provisions of the memorandum with respect to name of the ‘company during the period under scrutiny. 28. The company has not altered the provisions of the memorandum with 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 dur the financial period for offences under the Act. nd itd 32. The company has not received any money as security from its employees during the financial period under certification as per provisions of section 417(1) of the Act. 33, The company was not required to deposit both employee's and employer's contribution to Provident Fund with prescribed authorities pursuant to section 418 of the Act. For P. P, SHAH & CO. Punit P- Sob- (PUNIT SHAH) Practising Company Secretary Partner M.No. 20536 CP No. 7506 Place: Mumbai Date: 05" September, 2012 Registors as maintained by the Company 1. Register of Members u/s. 150. 2. Register of Directors, Managing Director, Manager and Secretaries u/s. 303. 3. Register of Director's Shareholding ws. 307. 4. Minutes of the Annual General Meeting/Extra Ordinary General Meeting and Board Meeting under section 193 with Attendance Register. 5. Register of Contracts with the Companies and firms in which directors are directly or indirectly interested u/s. 301. Annexure B Forms and Retums as filed by the Company with the Registrar of Companies, Regional Director, ‘Central Government or other authorities during the financial period ending on 31" March, 2011. 1. Form23AC for Balance Sheet and Form 23ACA for Profit and Loss Account for the year ended 31% ‘March, 2011 was fled with the Registrar of Companies, West Bengal u/sec 220 of the Companies ‘Act, 1958 on 24™ June, 2011. 2. Form. 208 for Annual Retum as on 23 June, 2011 for the year ended 31% March, 2011 was filed was fled with the Registrar of Companies, West Bengal u/sec 159 of the Companies Act, 1955 on 24* June, 2011. ‘Office: 218, Veena Chambers, 21, Dalal Street, Fort, Mumbai: 400 023 Tel: (022) 22675812, 22676339 Fax: (022) 22675812 Email: shahpradipes@gmail.com, cspunit@gmail.comPradip Shah 8 Com LLB. FCS ®. ®. Shah & Co. Hoist Company Secretaries Form 68 for Compliance Certificate for the financial year ended 31" March, 2011 was filed with the Registrar of Companies, West Bengal on 24" June, 2011. Form 5 in respect of, Redemption of 21,000,00/- non convertible, non cumulative redeemable preference shares of Rs 10 each on 20" September, 2011 was filed with the Registrar of ‘Companies, West Bengal on 08” November, 2011. Form 23 in respect of special resolution for shifting of registered office was filed with the Registrar of Companies, West Bengal on 11" July, 2011. Form 61 in respect of fing of Company Law Board petition was filed with the Registrar of Companies, West Bengal on 30" July, 2011. Form 21 in respect of fling of Company Law Board petition was filed with the Registrar of ‘Companies, West Bengal on 02 March, 2012. Form 18 in respect of shifting of registered office from West Bengal to Maharashtra was fled with the Registrar of Companies, Maharashtra on 07" March, 2012. For P. P. SHAH & CO. Punt: % Bab (PUNIT SHAH) Practising Company Secretary Partner M.No, 20536 CP No. 7506 Office: 218, Veena Chambers, 21, Dalal Street, Fort, Mumbai: 400 023 Tel: (022) 22675812, 22676339 Fax: (022) 22675812 Email: shahpradipes@gmail,com, cspunit gmail com