bagalkot udyog ltd Management discussions

SECRETARIAL COMPLIANCE CERTIFICATE

(Under Proviso to Sub-Section (1) of Section 333A of the Companies Act, 1356)

CIN.: L99999MH1948PLC006830

Company Registration No.: 11 - 006830 of 1948

Authorised Share Capital: Rs.45,00,00,000/-

Paid Up Share Capital: Rs.85,08,406/-

The Members,

M/s. BAGALKOT UDYOG LIMITED

Stadium House, Block No.1,6th Floor,

Veer Nariman Road, Churchgate,

Mumbai-400020.

We have examined the registers, records, books and papers of M/s. BAGALKOT UDYOG LIMITED [the Company] as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the year ended on MARCH 31,2013. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company and its officers, we 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 and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure "B" to this Certificate with the Ministry of Corporate Affairs within the time prescribed under the Act and the rules made thereunder.

3. The Company is a Limited Company and hence comments are not required.

4. The Board of Directors duly met 5 (Five) times on 29th May 2012,14th August 2012, 26th September 2012, 9th November 2012 and 8th February 2013 in respect of which proceedings were properly recorded and signed in the Minutes Books maintained for the purpose.

5. The Company closed its Register of Members from 20th September, 2012 to 26th September, 2012 (both days) during the financial year and complied with the provisions of Section 154 of the Act.

6. The Annual General Meeting for the financial year ended on 31st March, 2012 was held on 26th September, 2012 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. No Extraordinary General Meeting was held during the financial year under scrutiny.

8. The Company has not advanced any loan to its directors and/ or persons or firms or companies referred in the Section 295 of the Act.

9. The Company has not entered into contract falling within the purview of section 297 of the Act, during the year under review.

10. The Company was not required to make any entries in the register maintained under Section 301 of the Act.

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.

12. The Company has not issued any duplicate share certificates during the financial year under scrutiny.

13. The Company has :

i. delivered all the certificates on lodgment thereof for transfer in accordance with the provisions of the Act, 1956.

ii. not deposited any amount in a separate Bank Account as no dividend was declared during the financial year.

iii. not posted warrants to any member of the Company as no dividend was declared during the financial year.

iv. no amounts unpaid in dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years and hence transferring of the same to the Investor Education and Protection Fund does not arise.

v. duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and there was no appointment of directors, additional directors, alternate directors and directors to fill casual vacancy during the financial year under scrutiny

15. The Company has not appointed any Managing Director or Whole-time Director during the financial year under scrutiny.

16. The Company has not appointed any sole-selling agents during the financial year under scrutiny.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such other authorities prescribed under the various provisions of the Act.

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 there under.

19. The Company has not issued any shares/debentures/other securities during the financial year under scrutiny.

20. The Company has not bought back any shares during the financial year under scrutiny.

21. The Company has not issued any preference shares/debentures and hence there is no question of redemption of the same.

22. During the year there was no need for the Company to keep in abeyance right to dividend, rights shares and bonus shares.

23. The Company has not invited/accepted any deposits falling within the purview of Section 58A during the financial year under scrutiny.

24. The Company has not borrowed any funds from banks, financial institutions and others during the financial year.

25. The Company has not made any loans and investments, or given guarantees or provided securities to other bodies corporate during the financial year and consequently no entries have been made in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum of Association with respect to situation of the Companys registered office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum of Association with respect to the objects of the Company during the year under scrutiny.

26. The Company has not altered the provisions of the Memorandum of Association with respect to name of the Company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum of Association 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 year under scrutiny.

31. There was no prosecution initiated against or show cause notice received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for the offences under the Act.

32. The Company has not received any sum as security from its employees during the year under scrutiny.

33. The Company was regular in depositing Provident Fund dues with the appropriate Authorities in time.

	For GMJ & ASSOCIATES
	COMPANY SECRETARIES
	[MAHESH SONI]
	FCS : 3706 ; COP : 2324.
Place: Mumbai.
Date: May 30, 2013.

Reg.: BAGALKOT UDYOG LIMITED

CIN. :	L99999MH1948PLC006830
Registration No. :	11-006830 of 1948
Nominal Capital :	Rs. 450,000,000/-
Paid-up Capital :	Rs. 8,508,406 /-

Annexure A

Registers as maintained by the Company

1. Register of Charges U/S. 143.

2. Register of Members U/S. 150.

3. Attendance Register for General Meetings U/S. 174.

4. Minutes Books of General Meetings and Board Meetings U/S. 193.

5. Attendance Register for Board Meetings U/S. 287.

6. Register of Contracts U/S. 301.

7. Register of Directors U/S. 303.

8. Register of Directors Shareholding U/S. 307.

9. Register of Share Transfer.

10. Books of Accounts U/S. 209.

11. Register of Investments U/S. 372A. Annexure B

Forms and Returns as filed by the Company with the Ministry of Corporate Affairs during the financial year ended on 31st March, 2013.

Sr. No.	Form No./ Return	Filed under Section	For	Date of filing within	Whether filing within prescribed time Yes/No	If delay in filing whether requisite additional fee paid Yes/No.
01.	Compliance Certificate in Form No. 66	383A	The year ended 31st March, 2012	17th October, 2012	Yes
02.	Annual Return in Form NO.20B.	159	As on the date of the Annual General Meeting held on 26th September, 2012.	23rd November, 2012	Yes
03.	Form No. 23B	224(1A)	Appointment of Auditor for the year ended 31st March, 2013	05th October, 2012	Yes
04.	Form No.23B	224(1A)	Appointment of Auditor for the year ended 31st March, 2012	28th July, 2012		edc