Compliance Certificate From a Company Secretary in Word Format
Sachin Jain
& Co AB
Dutta Apartment
Company Secretary 15/5
N S Road
Kolkata
– 700 001
Ph:
2645 1234, 9876543210
______________________________________________________________
Compliance Certificate
To
The Members,
Stabnet Merchandise Pvt Ltd
54/5 J B B Road
Kolkata-700112
I have examined the registers, records, books and papers of M/s. Stabnet Merchandise Private Ltd 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 year ended on 31st March, 2026. 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, 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 Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.
3. The company being a Private Limited Company has the minimum prescribed paid-up capital and its maximum number during the said financial year was six excluding the present and past employees and the company during the year under scrutiny:
(i) has not invited public to subscribe for its shares or debentures;
(ii) has not invited or accepted any deposits from persons other than its members, directors or their relatives.
4. The Board of Directors duly met 4 times on 14.06.2025, 02.08.2025, 08.11.2025 and 29.03.2026 in respect of which proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.
5. The company was not required to close its Register of Members.
6. The annual general meeting for the financial year ended on 31st March 2025 was held on 31.08.2025 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 Extra ordinary general meeting was held during the financial year ended on 31.03.2025.
8. The company being a private company, Section 295 of the Act is not applicable.
9. The company has not entered into any contracts specified in section 297 of the Act in respect of contracts specified in that section.
10. The company has made necessary 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.
13. (i) The company has delivered all certificates on lodgment for transfer of securities in accordance with provision of the Act. There was no allotment, transmission etc. of neither securities nor declaration of dividend.
(ii) The company has duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and the appointment of directors, additional directors, alternative directors and directors to fill casual vacancies wherever applicable have been duly made.
15. The company being a Private Company provisions of Section 269 of the Act with regard to appointment of Managing Director/ Whole time Director/ Manager are not applicable.
16. The company has not appointed any sole-selling agents during the financial year.
17. The company was not required to obtain any approvals of Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be 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 thereunder.
19. The company has not issued any shares/ debentures/ other securities during the financial year.
20. The company has not bought back any shares during the financial year.
21. The company has not redeemed any preference shares/ debentures during the year.
22. There were no transactions necessitating the company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares.
23. The company has not invited/ accepted any deposits including any unsecured loans falling within the purview or provisions of sections 58A during the financial year .
24. The company being a private company, the borrowings made during the financial do not attract provisions of Section 293 (1) (d) of the Act.
25. The company has not made any loans, the terms and conditions whereof are not prejudicial to the interest of the company.
26. The company has not 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 security.
27. The company has not altered the provisions of the memorandum with respect to the objects of the company during the year.
28. The company has not altered the provisions of the memorandum with respect to name of the company during the year.
29. The company has not altered the provisions of the memorandum with respect to share capital of the company during the year.
30. The company has not altered its articles of association during the year.
31. As informed to us there were no prosecution initiated against or show cause notices received by the company for offences under the Act during the financial year.
32. The company has not received any money as security from its employees during the year under certification.
33. The company has not deducted any contribution towards Provident Fund during the year.
Place : Kolkata Signature:
Date : 17th April’ 2026 Name of the Company Secretary: Sachin Jain C.P.Number: 1234
ANNEXURE “A”
Registers as maintained by the company
1. Members Register(shareholders Register) u/s 150
2. Register of Directors u/s 303
3. Directors Shareholding Register u/s 307.
4. Register of Particulars of Contracts in which directors are interested u/s 301
5. Share Transfer Register u/s 108
6. Members’ Minute Book
7. Fixed Assets Register.
8. Directors’ Minute Book.
9. Books of Accounts u/s 209,being an investment company does not require to keep cost records.
ANNEXURE “B”
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending 31st March, 2026
Annual Return Dated 31.08.2025 Filed on 03.11.2025
Balance Sheet Dated 31.03.2025 Filed on 03.11.2025
Compliance Certificate Dated 06.04.2025 Filed on 02.11.2025
Form 32 Dated 14.06.2025 Filed on 19.06.2025
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