Draft CS Certificate to be issued under Unlisted Public Companies (Preferential Allotment) Rules, 2003

CERTIFICATE OF COMPLIANCE

According to the examinations of the records carried out by us and explanation furnished to us by ………………………………………………….. Limited (the Company), its officers and agents, we certify that the company has complied with all statutory requirements and other compliance’s as required under the relevant provisions of the Companies Act, 1956 read with Unlisted Public Companies (Preferential Allotment) Rules , 2003 in respect of preferential issue of ………………………… ( …………………………………. only) Equity Shares of Rs. 10/- each at a premium of Rs. ………………. per shares, other than and including existing shareholders of the Company.”

This Certificate is being issued in terms of the Provisions of Unlisted Public Companies (Preferential Allotment) Rules, 2003.

Date : ……………., 2014 Place: Delhi

For ……………………. & Associates (Company Secretaries) …………………….. ACS No. ………….. C.P. No. …………..