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About this certificate

Agreement with the registers as well as the accounts, and why the percentages may not total a hundred.

This certificate states a company's authorised, issued and paid-up capital as at a year end, and who holds the shares. It is drafted to the illustrative format in the ICAI Handbook on Certificates by Chartered Accountants (October 2025), Annexure III.

What it certifies

That the particulars of share capital and the shareholding pattern are in agreement with the audited financial statements and the company's statutory records.

Both halves of that matter. A shareholding pattern cannot be checked against the accounts alone — the accounts carry the capital, but who holds it lives in the register of members and the Companies Act forms.

Only one reading

Unlike the turnover, grant and PP&E certificates, this one has no "where audited financial statements are not available" version. The handbook does not print one, and OptiVida does not invent one.

Note

The assurance question still appears, because the certificate names the audit opinion and its date. But answering it either way issues the same document — a reasonable-assurance Opinion.

Companies only

MGT-7, SH-4 and a register of members are Companies Act instruments. A firm or a trust has no shareholding pattern to certify.

That is also why the "as specified under section 143(10) of the Companies Act, 2013" phrase is unconditional here, where the other certificates hang it off a checkbox.

The records you examined

Paragraph 5 lists what the certificate rests on: the audited financial statements, Forms MGT-7 and SH-4, Minutes of Board Meetings, the register of shareholders (maintained by the company or by the depository), and the company's other statutory records.

Each is a checkbox, and only the ones you tick are named.

Warning

Untick what you did not see. A certificate that says you examined the register of members is a certificate that says you examined the register of members.

Who it is submitted to

The handbook prints "SEBI/MCA/Name of Bank / Name of Financial Institution / Others (specify the authority)" and has the inapplicable ones struck off. OptiVida asks you to choose instead, and prints only the one that applies.

SEBI and MCA name themselves. Choose a bank, a financial institution or another authority and a name field appears, because those have to be named.

Percentages, and the denominator

The % holding column is worked out, not typed: each shareholder's shares as a proportion of the issued and subscribed equity you entered in the capital table.

Note

That is deliberately not a percentage of the shareholders you happened to list. If your percentages do not add to a hundred, a shareholder is missing — which is exactly what you want to notice before issuing, and what a self-normalising percentage would hide.

Preference shares are excluded from the denominator. A shareholding pattern divides up the equity.

The enclosed Statement

One page, two tables, one signature.

A. Authorised, Issued, Subscribed and Paid-up capital letters its three groups A, B and C, with a line per class beneath each — authorised capital is commonly both equity and preference. Each line reads "[number] Equity shares of Rupees [face value]", and the amount is the two multiplied.

B. Shareholders lists each holder, their shares, and their percentage.

There is no total. Authorised capital and paid-up capital are not amounts to add together.

Last updated 22 Sept 2026

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