Friday, August 27, 2010

Check list of Secretarial Audit/Compliance certificate

Checklist part 1
CHECK LIST FOR SECRETARIAL AUDIT/COMPLINANCE CERTIFICATE

Status of the Company

Private Company

Check whether:

· the company has minimum paid up capital of Rs.1 lakh or such higher paid-up capital as may be prescribed. In case of an existing private company this requirement is to be complied within a period of two years from the commencement of the Companies (Amendment) Act,2000 i.e 13.12.2000.

· Company's Articles contain provisions-

· restricting the right to transfer its shares;
· limiting the number of members to fifty;
· prohibiting any invitation to public to subscribe its shares/debentures; and
· prohibiting any invitation or acceptance of deposits from persons other than its members director or their relatives

Private Company which is a Subsidiary of a Public Company

· Check whether the company has a minimum paid up capital of 5 lakh rupees or such higher paid up capital, as may be prescribed. In case of existing public limited company, check that it has enhanced its paid up capital to five lakh rupees within two years from the commencement of the Companies (Amendment) ACt,2000 i.e. 13.12.2000.


Note:- A company registered under section 25 before or after the commencement of the Companies (Amendment) Act,2000 shall not be required to have minimum paid up capital specified above. However, a guarantee company having share capital should have minimum paid up capital specified above

Memorandum of Association

· Check whether the provision of the memorandum was altered with respect to situation of the company's registered office from one State to another during the yea, If so, check whether:

· the company has passed a special resolution and filed From No.23 with the ROC;
· the Company Law Board confirmed the alteration;
· the order of the Company Law Board had been filed with the ROC (both the States) in From No.21 within three months from the date of the order along with printed copy of the Memorandum duly altered;
· the ROCs of both States have issued relevant certificates;
· Form No.18 was filed with both the ROCs within 30 days of the change of the registered office;
· alterations had been incorporated in all the copies of the Memorandum Articles and other documents; and
· alteration was notified to the Stock Exchanges if the Shares were listed

· Check whether the provisions of the Memorandum with respect to the objects of the company was altered during the years. If so, check whether:


· the company has filed with the ROC in Form No.23 the special resolution passed by the company with one month from the date of such resolution
· the ROC issued certificate registering alterations; and
· the alteration has been incorporated in all the copies of the
· Memorandum
· the resolution was passed through postal bailot process and the
· alteration was notified to the Stock Exchange if the shares were listed.

· Check whether the company changed its name during the year. If so, check whether:

· the company has passed a special resolution and filed From No.23 with the ROC within 30 days:
· certificate of incorporation was obtained from the ROC ;
· the name has been painted/affixed/printed on the name board, business letters, bill heads, Memorandum and Articles;
· new common seal has been adopted by the Board; and
· the change was notified to Stock Exchanges if the shares are listed.

· Check whether the company altered the conditions of its Memorandum as regards share capital in any of the ways mentioned in Section 94(1). If so, check whether:

· alteration was authorised by the Articles and the general meeting
· alteration had been effected in all copies of Memorandum and
· Articles etc; and
· From No.5 and 23 were filed with the ROC within 30 days.

Articles of Association

Check the extent of applicability of Table A of Schedule I of the Act.
Check whether the articles were altered during the year. If so, check whether :

· Copy of the special resolution was filed with the Registrar in Form No.23
· the change had been incorporated in all copies of the articles;
· if the alteration had the effect of converting a public company into a private company, whether:
· approval of the Registrar of Companies was
obtained: and a printed copy of the articles as altered was filed with the Registrar within one month of the date of the receipt of the order of approval; and In case shares of the company were listed on a recognised Stock Exchange, the resolution was passed through postal ballot process;
· the alteration has been notified to the stock exchange in case the shares are listed

Conversion of a Public Company (other than Section 43 A Company) into a Private Company

Check whether:

· the company has received the approval of ROC
· the company has passed a special resolution authorising the conversion and altering the Articles so as to contain the matter specified in Section 3(1) (iii) and filed the same with the ROC
· the company has passed a special resolution as required under Section 21 read with Section 13 (1)(a) and filed the same with the ROC
· in case shared of the company were listed on a recognised Stock Exchange the resolution was passed through postal ballot process;
· the company has obtained consent of ever creditor to whom the company owes substantial amounts or has issued a public notice in newspapers for conversion of a public company into a private company;
· the company has obtained fresh certificate of incorporation from ROC
· the alteration of name has also been effected in the Memorandum and Articles of Association, Common seal, name board and other documents.


Conversion of a Public Company (Section 43A Company ) into a Private Company

Check whether:

· a public company (Section 43 A Company) has become a private company after the commencement of the companies (Amendment) Act,2000 and if so, has it informed/applied ROC that it has become a private company;
· In case shares of the company were listed on a recognised Stock Exchange , the resolution was passed through postal ballot process;
· the ROC has made necessary alterations in the certificate of incorporation by substituting the word 'private limited' for the word ' public limited';
· the company has filed Form No 23 with the ROC and obtained new certificate of incorporation;
· the private company's Articles contain provisions;
restricting the right to transfer its shares;

limiting the number of members to fifty;

prohibiting any invitation to public to subscribe its shares/
debentures; and

prohibiting an invitation or acceptance of deposits from persons other than its members, directors or their relatives.


Continuation of a Section 43 A Public Company as a Public Company

If a public company (Section 43A company) intends to continue as a public company then Check whether;

· it has altered its Articles by deleting provisions relating to matters specified in Clause (iii) of Sub-section (1) of Section 3;
· it has altered its Articles for increasing the number of its members to minimum seven;
· it has altered its Articles for increasing the number of directors to at least three directors;
· it has a minimum paid-up capital of five lakh rupees or more on or before 12th December 2002 or such higher paid-up capital as may be prescribed;
· it has filed Form No.23 with the ROC and obtained a fresh/modified certificate of incorporation

Conversion of a Private Company (which is a subsidiary of a Public Company) into a Public Company

A Private Company which is a subsidiary of a public company is a public company as per provisions of Sub-clause (c) of Clause (iv) of Sub-section(1) of Section 3. Therefore, Check whether;

· it has altered its Articles by deleting provisions relating to matters specified in Clause(iii) of Sub-section(1) of Section 3;
· it has altered its Articles for increasing the number of its members to minimum seven:
· it has altered its Article for increasing the number of its directors to at least three directors;
· it has altered other regulation in the Articles which are not applicable to a public company;
· it has a minimum paid up capital of five lakhs rupees or more on or before 12 the December 2002 or such higher paid-up capital as may be prescribed
· it has filed Form No.23 with the ROC and obtained a fresh certificate of incorporation;







Conversion of a Private Company into a public Company under Section 44
Check whether

· the company has increase the number of its director to minimum three;
· the company has increased the number of its members to minimum seven;
· the company has secured shareholder's approval by special resolution for deflection of the Article containing restrictive provision applicable to a private company {vide Section 3(1) (iii)};
· the resolution has been passed trough postal ballot process if the shares of the company are listed;
· the company has altered other regulation in the Articles which are not applicable to a public company;
· the company has filed Form No.23 with the ROC along with the special resolution and explanatory statement;
· the company has filed prospectus/statement in lieu of prospectus with the ROC;
· the company has received a new certificate of incorporation after deleting the word "private" in its name.

Borrowing Powers

In case of Private Company

Check whether there are any restrictions on the amount of borrowings contained in the Articles of Association of the company. If yes, Check whether borrowings are in accordance with the provision contained in the Articles.

In case of Public company

· the Memorandum and Articles contains provision with respect to the power of the company to borrow money and to charge the assets of the company;
· the power to issue debentures has been exercised at the meeting of the Board;
· the power to borrow money, otherwise than on debentures, has been exercised at the meeting of the Board;
· the power to borrow money otherwise than on debentures has been delegated to a committee of directors or managing director or manager or any other principal officer of the company or in the case of a branch office principal officer of the branch office, if the delegation was made at the meeting of the Board and the resolution delegating the power specified the total amount outstanding at any time, up to which the money may be borrowed by the delegate
· the total amounts borrowed (apart from temporary loans obtained from the company's bankers in the ordinary course of business) exceed the aggregate of the paid-up capital of the company and its free reserves, if so, consent of the members in general meeting has been obtained. Verify the resolution passed by the shareholders and the total amount specified therein upto which moneys may be borrowed by the directors;
· form No.23 has been filed with the ROC under Section 192 (4) (ee) (i).

Loans, Investments, Guarantees and Securities (Section 372A)

Check whether provisions of Section 372A are applicable (refer Section 372A(8). If provisions of Section 372A are applicable ,check whether the aggregate of the loans made, guarantees given, securities provided or Investments made by the company are within the limits prescribed under Section 372A.

Check that:
· the company has not defaulted in complying with the provisions of Section 58A;
· Board resolutions were passed with the consent of all the directors present at the meeting;
· the details regarding the transaction were entered chronologically in the Register maintained in this regard as per the provision of Section 372A(5) within 7 days of the transaction(s); and
· the company has obtained prior approval of the public financial institutions, where any term loan is subsisting if it has defaulted in repayment of loan installments or payment of interest thereon as per terms and conditions of such loan.

If the aggregate has exceeded the prescribed limits, Check whether:

· Board resolutions were passed unanimously approving the impending transaction subject to members' previous approval at general meeting;
· the company has secured prior approval of the public financial institutions where any term loan is subsisting as required under Sub-section(2) of Section 372A;
· general meeting(s) (AGM or EGM) have been held and specific special resolutions have been passed stating the limits, particulars of body(ies) corporate which the investment is proposed to be made or loan or security or guarantees to given, the purpose and the specific source or funding etc;
· in case of listed companies, the resolution was passed through postal ballot process;
· no omnibus special resolution(s) have been passed;
· in the case of guarantee give by the Board of director without the authorisation of special resolution (s) check that:

- exceptional circumstances existed which prevented the company from obtaining the resolution
- the Board passed a resolution authorising the same in accordance with the provision of Section 372A;
_ the Board resolution has been confirmed within 12 months at the earliest general meeting of the company;
_ notice of such general meeting (whether annual of extra-ordinary indicated clearly the specific limits, the particulars of body(ies) corporate for which the guarantee was given etc.
§ in the case of loans, Check whether the interest rate at which it was made was not lower than the prevailing bank rate as prescribed under Section 49 of the Reserve Bank of India Act,1934;

§ the details regarding the transaction(s) were entered chronologically in the register maintained in this regard as per the provisions of Section 372(5) within 7 days of the transaction (s).
Checklist part 2
Borrowings by way of Deposits

· Borrowings by way of Deposity by
Check whether
· the company is not in default in the repayment of any deposit or part there of and any interest thereupon in accordance with the terms and conditions of such deposit;
· approval of the Board in terms of Section 292(1) has been obtained to invite deposits and draft advertisement approved;
· the advertisement contains the particulars specified in Rules 4(2) to (k) of the Companies (Acceptance of Deposits) Rules,1975 .Incase deposits were accepted without invitation,check that a statement in lieu of advertisement has been delivered to the ROC before accepting deposits (Rule 4A);
· a copy of the advertisement duly signed by majority of directors was filed with the ROC, for registration, before publishing the same;
· advertisement has been published in a leading English newspaper and one vernacular newspaper circulating in the State where the registered office is situated within the prescribed time;
· (vii) proper scrutiny of the fixed deposit applications forms,particularly the name(s) amount,address and other rellevant particulars, has been done;
· deposits repayable on demand or on notice or after a period of thirty six months have not been accepted;
· no deposits were accepted for a period of less than six months and more than three year;
· depoostis have been accepted within the limits prescribed in Rule 3(2) ;
· the rate of interest on depostits is within the prescribed limit;
· the rate of brokerage is within the prescribed limits;
· the company, deposits/invests on or before 30 the April of each year not less than the precribed limit of the deposits maturing during the year, in specified securities (Rule 3A);
· proper receipts were issued to the depositors on the acceptance of depostis;
· register of deposits has been maintained with particulars specified in Rule 4;
· return of deposits duly certified by the auditor the company has been filed with the ROC and Reseve Bank of India on or before 30th June giving the position as on 31 st March
· payment of interest has been made on time
· deposits were repaid on time. In cases of repayment of deposits before maturity, the company has complied with the requirements of the Rules in this regard;
· where the company has obtained any extension of time or exemption under Section 58A(8), the terms therof have been complied with;
· in case any order has been made by the Company Law Board under Section 58A (9) , it has been complied with;
· the company has complied with applicable directions issued by RBI, if any.

· Borrowings by ways of Deposits by NBFCs

· the company having Net Owned Fund of one crore of rupees and above ,has obtained minimum investment grade or other specified credit rating for fixed deposits from any one of the approved credit rating agencies at least once a year;
· the copy of rating as specified above, has been sent to the Reserve Bank of India along with return on prudential norms;
· the company has informed the Reserve Bank of India, about upgrading or down grading of its credit rating to any level from the level previously held by it, within fifteen working days of its being so rated
· no deposits were accepted or renewed for a period less than twelve months and more than sixty months from the date of acceptance or renewal there of ,
· the company has complied with the provision of Non-Banking Financial Companies and Miscellaneous Non-Banking Companies (Advertisement) Rules,1977;
· the company has delivered to RBI, a statement is lieu of advertisement containing all particulars required to be included in the advertisement pursuant to NBFC and Miscellaneous No-Banking Companies (Advertising) Rules 1977 and complied with other requirements of para 13 of NBFCs Acceptance of Public Deposits (Reserve Bank ) Directions,1988;
· the rate of brokerage is within the prescribed limits;
· the rate of interest on deposits is within the prescribed limits;
· no deposits were accepted or renewed which are repayable on demand
· Register of deposits has been maintained and particulars specified in para 16 NBFCs Acceptance of Public Deposits (Reserve Bank) Directions,1988 have been entered therein;
· deposits were repaid in time, In case of repayment of deposits before maturity, the company has complied with the provision of para 14 of NBFCs Acceptance of Public Deposit (Reserve Bank) Directions,19988;
· proper receipts were issued to the depositors on the acceptance of deposits;
· no public deposits were repaid within a period of three months from the date of its acceptance.
· the company has complied with the provision of para 9 of NBFCs Acceptance of Public Deposits (Reserve Bank) Driection,1998 for permitting an existing depositor to renew the deposit before maturity for availing of benefit of higher rate of interest.
· the company has complied with the provision of para 12 of NBFCs Acceptance of Public Deposits (Reserve Bank) Directions, 1998 regarding particulars to be specified in application form soliciting public deposits;
· the company has complied with the provision of para 10 of NBFCs Acceptance of Public Deposits (Reserve Bank) Directions,1998 for payment of interest on overdue public deposits;
· if the company is an equipment leasing company or a hire purchase finance company, it has complied with the provision of para 4(4) (a) & (b) and para 5 of NBFCs Acceptance of Public Deposits (Reserve Bank) Directions,1998 for acceptance or renewal of deposits;
· if the company is loan company or an investment company, it has complied with the provision of para 4(4) (c), (d) & (e) and para 5 of NBFCs Acceptance of Public Deposits (Reserve Bank) Directions 1998 for acceptance or renewal of deposits

Deposits from Small Depositors

Where the company has accepted deposits from small depositors as defined under Section 58AA and has made any default in repayment of any such deposits or part there of or interest there upon check whether:

· the company has sent an intimation of default, if any, in repayment of deposit or part thereof or interest thereupon to the Company Law Board within 60 days from the date of default on monthly basis;
· the intimation includes the particulars in respect of names and addresses of each small depositor, the principal sum of deposits due to them and interest accrued the reopen;
· the company has complied with the order of the Company Law Board, if any;
· the company has not accepted further deposits from small depositors unless each small depositor, whose deposit has matured has been paid the amount of deposit and the interest accrued thereupon. This condition shall not apply if deposit is renewed by the small depositor voluntarily or repayment there of has become impracticable or been stayed by a competent court or authority;
· the company has stated in every advertisement and application from inviting deposits from the public issued after the default, the total number of small depositors and amount due to them in respect of which such default had been made;
· the company has mentioned in the advertisement and application form inviting deposits issued by it after the default the fact of waiver of interest accrued on deposits of the small depositors, if any;
· the company has after default taken a loan for the purpose of working capital from any bank, whether the company has first utilised the funds so obtained in repayment of any deposit or any part thereof or any interest thereupon to the small depositors before applying such funds for any other purpose;
· the application from, issued by the company to small depositors for accepting deposits from them, contained a statement that the applicant has been apprised off-
-- every past default
-- the waiver of interest and reasons therefore.


· Statutory Meeting/Class Meetings/General Meeting

· Statutory Meeting (in case of a Public Company)

Check whether:
· the meeting has been held within the period prescribed under Section 165 (1)
· notice of meeting and statutory report in Form No.22 duly certified were sent to the members and ROC ; and
· other requirements of a general meeting e.g., quorum, notice, preparation and signing of minutes, etc., were complied with
· Meeting of Class of Shareholders
Check whether:
· the meeting has been convened after duly complying with the provision under
· relevant Section and Rule 7 of the Companies (Central Government's) General Rules and forms,1956 e.g. for reduction of capital, for variation of rights of shareholders as directed by Courts;
· the applicable provisions(e.g. those under Section 102/106 ) have been duly complied with;
· subject to directions of the Court,reguirements relating to notice,attendance,Chairman,quorum, proxy, register/instruments of proxy and conduct of meeting as well as maintenance of minutes of general meeting have been complied with

· Meeting of Creditors and Other

Check whether
· the meeting has been convened after duly complying with Rule 7 of the Companies (Central Government's) General Rules and Forms, 1956, the terms of agreement directions of Court/CLB e.g. meeting convened in Section 391/394 of Sections 397/398.
· as directed by the Court, requirements relating to notice, attendance, Chairman, quorum, proxy, proxy, register/instruments of proxy and conduct of meeting as well as maintenance of minutes of a general meeting have been complied with.

· Passing of Resolution by Postal Ballot under Section 192 A by a Listed company
Check whether

· the company has passed any resolution by resorting to postal ballot.
· the company has passed the resolution only by postal ballot in respect of business as may be declared by the Central Government to be conducted by means of a postal ballot;
· the company had sent a notice to all the shareholders:
· by registered post acknowledgment due or any other method as may be prescribed by the Central Government.
· along with a draft resolution explaining the reasons therefore and requesting them to send their assent or dissent in writing on a postal ballot within a period of thirty days from the date of posting of the letter;
· along with a postage pre-paid envelope for facilitating the
· communication of assent or dissent of the shareholder to the resolution with the said period.
· the resolution passed was assented to by the requisite majority;
· the ballot papers or declaration of identity of shareholders have been properly maintained.

Note:
· Postal ballot includes voting by Electronic Mode.

The listed company shall also comply with the other requirements as prescribed by the Central Government in the Companies (Passing of the Resolution by Postal Ballot) Rules,2001.
Provision will be effective when notified.

· Annual General Meeting

Check whether:
· First annual general meeting was held within 18 months from the date of incorporation of the company;
· subsequent annual general meeting have been held in each year (calendar year) and the gap between two successive annual general meetings has not been more than 15 months or the period extended by the ROC;
· the provisions of Section 210 have been complied with;
· meeting have been called during business hours on a day not being a public holiday and held at the registered office of the company or at any place in the same city, town or village;
· provisions of Sections 171 to 193 and other requirements e-g notice] quorum]Chairman, proxy, attendance, placing and reading of Auditor's report, placing instruments of proxy, proxy register and register of director's shareholdings, conduct of meeting and preparation and signing of minutes etc, were complied with.

Note: Provision of Sections 171 to 186 do not apply to private companies if the Articles of Association So provide

Extraordinary General Meeting

Check whether:
Requirements relating to notice, attendance, Chairman, quorum, proxy, proxy register/instruments of proxy and proper conduct of meeting as well as maintenance of minutes of a general meeting have been complied with;

In case of meetings on requisition,

· the requisition has set out the matters for consideration and has been signed by members holding not less than 1/10th of the paid up capital with voting rights or 1/10th of total voting power, as the case may be;
· the Board, within 21 days of deposit of a valid requisition has proceeded to call a meeting on a day within 45 days from the date of deposit of such requisition;
· in case the meeting has been called by requisitions, reasonable expenses incurred by them have been reimbursed by the company and this sum has been recovered from the defaulting director.


Closure of Register of Members or Debenture holders

Check whether:
· the Register of members or debenture holders was closed during the year;

· the period for which it was closed and the dates thereof did not exceed in the aggregate forty five days in a year and not for more than thirty days at any one time

· not less than seven days previous notice was given by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, to close the register;

· the company has kept foreign register of members or debenture holders; if so whether an advertisement has been given in some newspaper circulating in the district where in the foreign register is kept where the company closes its register of members/debenture holders.

Note: Normally this register is closed only before the annual general meeting for other purposes record dates may be fixed only by listed companies .This requirement will not normally apply to a private company.

· Sending of Notices, etc. to the Members

Check whether

· a copy of the balance sheet[ auditor's report, Board's report along with a copy of the compliance certificate and other specified documents including notice of the meeting were sent to members, trustees of debenture holders, auditors, etc. free of cost at least 21 clear days before the meeting. if sent less than 21 clear days before the meeting whether such shorter period was agreed to by all the members. If any directions were received from the Central Government for circulation of the cost audit report to the members along with the notice of the annual general meeting, whether the same has been complied with;
· in case the shares of the company are listed on a stock exchange ensure that the company has supplied a copy of the complete and full balance sheet and profit loss account and the directors report to shareholder as provided under Clause 32 of the listing agreement though abridged accounts could be sent pursuant to Section 219(1)(b)(iv) in Form 23AB;
· a copy of the unabridged annual report was sent to members, debenture holders and depositors on demand, without charge, within 7 days of the requisition

· Meetings of Directors

Check whether:
· the requisite number of Board meetings as required under Section 285 of the Companies Act were held during the year;
· notice of each Board meeting in writing was issued to all the directors;
· attendance-records are maintained and the requirements of Board meeting regarding quorum, chairman, minutes etc., have been complied with;
· the items required to be transacted only at the meeting of the Board were actually transacted at the meeting and not by way of resolution by circulation or otherwise;
· every director has disclosed his interest at the Board meeting where transaction is considered in which he is directly or indirectly interested and the interested director has abstained from participating or voting at such meeting and the notices of disclosure of general interest under Section 299 have been received from all the directors before the close of the financial year and placed before and read at the next Board meeting and entries there of have been made in the Register under Section 301 and noted by the Board and renewed every year;

§ Note: Interested directors of a private company need not abstain from participating or voting.
· the Board had constituted any committees; if so whether requirements regarding quorum, chairman, minutes, etc., of committee meeting were duly complied with.
· the minutes of committee meeting were regularly placed before the Board for taking note of;
· the draft of the resolutions proposed to be passed by circulation together with necessary papers were circulated to all the directors then in India and their number was not less than the quorum fixed for the Board meeting and to all the other directors at their usual addresses in India.
· the resolution by circulation was approved by requisite number of directors as required under Section 289;
· the resolutions passed by circulation were put up at the next Board meeting for taking note of.

Note: This is desirable but not legally necessary.







Checklist part 3
Number and Appointment of Directors

Check whether:
· the appointment conforms to the provisions contained in the Articles;
· the company has the minimum number of directors three in the case of a public company and two in the case of a private company;
· if the number had fallen below the minimum, whether action was taken to bring the number to the minimum ;
· if its is a new company, check if the first directors were appointed in accordance with the Articles;
· in the case of a public company whether the provisions of Sections 255 and 246 have been duly complied with;
· persons other than retiring directors who were candidates for directorship at the general meeting had given not less than fourteen days notice and made a deposit of Rs.500/- per candidate and had also complied with the provisions of Section 257;
· in the case of a public company if the number of directors has been increased beyond 12 approval of the Central Government under Section 259 has been obtained;
· if the Board has filled up casual vacancy among directors appointed in general meeting the appointment was in accordance with the Articles and was made at a meeting of the Board;
· if the Board has appointed any alternate/additional director during the year under Section 313 and 260 respectively, the appointment was in accordance with the Articles;
· if any nominee director has been appointed during the year, the appointment is in consonance with the provisions of the Articles of the company;
· the company has complied with the provisions of Section 265 where it has adopted principle of proportional representation for appointment of directors.
· in the case of a public company, check whether it has secured central Government approval as required under Section 268 for amendment of any provision relating to the appointment or re-appointment of managing or whole time director or of a director not liable to retire by rotation;
· directors other than those referred to in Sub section (2) of Section 264 had given consent to act as director within 30 days of his appointment and the consent was filed with the ROC in Form No.29;
· none of the directors suffers from any of the disqualifications with reference to Section 274
· none of the directors is holding directorships in more than 15 companies subject to provisions of Section 278 of the Act;
· the office of any director stands vacated on account of any of the disqualifications specified in Section 283 or contravention of the provisions of Section 314(1)
· in the case of a private company the office of any director stands vacated on account of any of the additional grounds specified in the Articles of Association and
· If any director was removed before the expiry of his herm of office, in accordance with the provisions of Section 284 such director was not appointed afresh by the Board of directors as per proviso to Section 284(6).




Appointment of Managing Director, Whole-time Directors or Manager

Check whether
· the appointment conforms to provisions contained in the Articles;
· the appointment was made in accordance with the provisions of Section 269;
· appointment had been made pursuant to Schedule XIII (a) the appointee has furnished a declaration or otherwise stated that he satisfies the conditions specified in part I of Schedule XIII (b) the appointment was in accordance with the conditions specified in Schedule XIII; (c) return in Form No.25C was filed with the Registrar within 90 days of the date of appointment; (d) the appointment had been approved by the members in general meeting;(e) in case of appointment of managing director, Form No.23 was filed with the ROC within 30 days; (f) Form No.32 has been filed in duplicate; and (g) in case the appointee had not completed the age of 25 years, but had attained the age of majority or had attained the age of 70 years. his appointment had been approved by a special resolution and Form No.23 was fielded with the ROC; (h) the appointment has been in accordance with the Part II of Schedule XIII i.e. approval of remuneration committee etc. as the case may be.
· the appointment required the approval of the Central Government ; if so whether application in Form No.25 A seeking the approval of the Central Government was made within ninety days of the appointment and whether the approval of the central Government has been received;
· the managing director or whole time director does not suffer from any of the disqualifications specified in Section 274 and 267 . In the case of manager, check with reference of Section 285;
· remuneration paid to Managing/Whole-time Director/Manager is in accordance with the provisions of the Act and terms and conditions of approval;
· the provisions of Section 316/386 where applicable, have been complied with.

· Issue of Certificates, Transfer/Transmission of Shares, Dividend, Board's Report

· Issue of Certificates for shares and other Securities

Check whether:
the company has allotted shares and entered the names of allottees in its register of members;
the company has issued and delivered share-certificates as per Section 83 and 113 of the Act and the provisions of the Companies (Issue of Share Certificates ) Rules,1960;
the Company has executed Debenture Trust Deed in case of Secured debentures;
the company has delivered debenture certificates within the prescribed period and in case of delay, CLB order for extension of time has been obtained;
the company has kept in abeyance the registration of transfers in cases of Court-injunction.










Transfer and Transmission of Shares

· Transfer of Shares

Check whether :

· the requirements contained in the Articles of Association have been complied with;
· the transfer of shares/debentures and the issue of certificates thereof have been made within the stipulated time under Section 108 and 113 in accordance with the procedures prescribed;
· in respect of transfer deeds reported lost, the company has registered transfer of shares based on an application in writing on stamp paper of the required value with indemnity duly executed by the transferee to the satisfaction of the Board in accordance with the first proviso to Section 108(1)
· transfer applications duly executed by the transferor and transferee completed in all respects are delivered to the company within the validity period mentioned in Section 108(1A)
· shares transfer application is in Form 7B/7BB as the case may be;
· a notice had been sent to the transferee in case of partly paid shares;
· requisite permission under Section 108A, 108B and 108C has been obtained from the Central Government in applicable cases;
· any directions issued by the Central Government under Section 109A has been duly noted on relevant registers by the company;
· nomination of shares/debentures received under Section 109A has been duly noted on relevant registers by the company;
· the shares/debentures have not been registered in the name of a firm ,HUF, trust (unless registered under Societies Registration Act, 1860), in view of the provisions under Section 153;
· certification of transfer was done in accordance with the provisions under Section 112. If yes, check whether the certification on the instrument of transfer to the effect" certificate lodged" was done by a duly authorised person; and
· all transfers have been properly included in the Annual Return

Note: Practising Company Secretary should also verify entries in the register of transfers.
II. Transmission of Shares

Check whether:
the shares have been transmitted to the legal representative of the decased shareholder in the case of death of a sole shareholder and in the case of joint holdings only to the survivor(s);
transmission of shares is effected upon the production of succession certificate or probate or letter of administration or indemnity duly signed by the legal heirs of the deceased or as per procedure stipulated by the Board director and/or Articles of Association

Declaration, Payment and Transfer of Dividend

Check whether :
· dividends were declared out of profits after providing for depreciation according to the provisions of Section 205(s);
· specified minimum amount has been transferred to reserves according to the Companies (Transfer of Profits to Reserves) Rules, 1975;
· Board resolution recommending dividend has been passed
· the Board has authorised the opening of a separate Bank Account for payment of dividend;
· the amount of dividend including interim dividend was deposited in the separate Bank Account within 5 days from the date of declaration of such dividend ;
· register of members was closed as per the provisions of Section 154;
· interim dividend, if any declared by the Board of directors has been confirmed/noted at the annual general meeting;
· dividend recommended by the Board was declared at the annual general meeting;
· dividend warrants were printed, signed and dispatched to the registered shareholders within 30 days of declaration;
· permission of Reserve Bank of India, if required was obtained before dividend was remitted to foreigners/non resident Indians;
· Stock exchanges were duly intimated, in case of listed company;
· voluntary transfer to reserves, if any, was made according to the Companies (Transfer of Profits to Reserves) Rules 1975.
· in case of inadequacy of profits, the Companies (Declaration of Dividends out of Reserves) Rules, 1975, were complied with or previous approval of the Central Government was obtained, before such declaration;
· dividends were paid in accordance with Section 206 only to the registered shareholder or his order or to his bankers. Incase of a share warrant, dividend has been paid to the bearer of such warrant or to his banker;
· unpaid or unclaimed dividend was transferred to the unpaid dividend account within 7 days after the expiry of 30 days from the date of declaration (Section 205A);
· amount of dividend remaining unpaid and unclaimed for seven years from the date they became due for payment has been transferred to the investor Education and Protection Fund, established by the Central Government pursuant to Section 205C and while transferring the amount, the company furnished a statement in the prescribed form under Section 205A (6)


Board's Report

Check whether:

· a Board resolution was passed authorizing chairman or other directors to sign the report on behalf of the Board;
· the report was duly signed by persons authorised to sign;
· the Board's report was attached to the balance sheet;
· the report contained specified particulars viz. state of affairs of the company, proposed transfer to reserves, proposed dividend, material changes affecting the financial position, conservation of energy, technology absorption, etc;
· the Board's report includes a statement showing employees' particulars in accordance with the Companies (Particulars of Employees) Rules,1975;
· the Boards' report includes a Directors' Responsibility Statement, about:
o following applicable accounting standards
o consistent application of accounting policies
o maintenance of adequate accounting records
o preparation of annual accounts on going concern basis;
· in the case of a Non-Banking Financial Company, a Residuary Non-banking company, the Board's report includes details required to be furnished under Non-Banking Financial Companies (Reserve Bank) Directions,1988/Residuary Non-Banking Companies( Reserve Bank) Directions,1987, as the case may be;
· in case the company has passed a special resolution authorising it to purchased its own securities (Buy-back) pursuant to Section 77A and the Buy-back has not been completed within the time specified (12 months from the date of the resolution), the resons for failure have been specified;
· a copy of the Compliance Certificate issued by a Practising Company Secretary was attached to the Board's report;
· the Board’s report gives the fullest information and explanations on every reservation, qualifications or adverse remarks, if any contained in the auditors report;
· changes in the directors of the company have been reported.

· Transfer of unpaid Amount to the Investor Education and Protection Fund

Check whether the company has duly transferred the following amounts to the investor Education and Protection Fund:
· amounts in the unpaid dividend accounts of the company;
· the application money received by the company for allotment of any securities and due for refund;
· matured deposits with the company;
· matured debentures with the company;
· interest accrued on the amounts referred to in clauses(i) to (iv) above;

if such amounts have remained unclaimed and unpaid for a period of seven years from the date they became due for payment.

Issued of Duplicate share Certificates

Check whether

· if bother strength and quorum of the Committee of directors constituted under Rule 3(b) of the Companies (issued of Share Certificates) Rules,1960, are not less than 3 director where the total number of directors of the company exceed 6 and to the extent the composition of the Board of director permits, half of the number of members of the Committee are directors other than a managing director or whole-time director;
· the Board resolution for issued of duplicate share certificates;
· duplicate certificates have been issued with the prior consent of the Board or Committee thereof as also in accordance with thee provisions of Section 84 of the Act;
· the form of certificate including split/consolidated / replaced/duplicate issued conforms to Rule 5of the said Rules;
· certificates issued by the company comply with Rule 6 of the said Rules as to affixing seal and signing of certificates;
· (a) particulars of every share certificate issued in the Register of members have been recorded;
· particulars of every share certificate issued for split/consolidation or duplicate certificate issued are recorded in the register of renewed/consolidated and duplicate certificate issued;
· all entries made in the Register of members or register of renewed or duplicate certificates have been authenticated by the Secretary or such other persons as may be appointed by the Board.
· the company has a good internal control system for blank form of share certificate and all certificates issued and blank stationery have been periodically accounted to the Board;
· all books and documents relating to the issued of share certificates have been preserved in good order permanently ;
· appropriate indemnity bond and affidavit have been obtained.

· Loans to Directors

Check whether provisions of Section 295(2) are applicable. If applicable Check whether any loan has been made to-
any director of the company or its holding company,
any partner or relative of any such director,
any firm in which any such director or relative is a partner ,
any private company of which and such director is a director or a member,
any body corporate in which 25% or more voting power is exercised by one or more such directors of the company,
any body corporate whereof , the Board, managing director or manager are Board or any directors(s) of the company
the previous approval of the Central Government as per Section 295 has been obtained.

Note: Relevant ledger accounts should also be verified.

Board's Sanction for Certain Contracts

Check if exemption provided in Sub-section (2) of Section 297 were applicable . If not, check whether:
Board of directors' consent was obtained by a resolution passed at a meeting for entering into contracts in which directors were interested;
Regional Director's prior approval was obtained if the paid-up share capital of the company was not less than rupees one crore;
the particulars of contract were entered in the register of contracts in accordance with Section 301.

Note: Relevant ledger accounts should also be verified.

· Appointment of Sole Selling Agents

Check whether:

the company has complied with provisions of Section 294 for appointment of sole selling agents and verify that such appointment is not prohibited under Section 294AA;
Form No. 23 has been duly filed;
the agreement/resolution states specifically that the appointment shall cease to be valid if its is not approved by the company in the first general meeting held after the date on which appointment is made;
Central Government required the company to furnish to it information regarding terms and conditions of the appointment of sole selling agent and if so verify whether necessary information was furnished;
the Central Government varied the terms and conditions of sole sealing agent and if so whether the same were complied with;
previous approval of the Central government has been obtained where the individual firm or body corporate appointed as sole selling agent had substantial interest in the company;
approval by special resolution and of Central Government was obtained for appointment of sole selling agent where the paid-up share capital of the company was Rs.50 lakhs or more.


Disclosure of interest by the Directors to the Boards of directors

Check whether:

· every director has disclosed his interest at the Board meeting where transaction is considered in which he is directly or indirectly interested;
· the notices of disclosure of general interest under Section 299 if received from any director in Form No.24AA in the last month of the financial year has been placed before and read at the next Board meeting;
· entries thereof have been made in the register under Section 301 noted by the Board;
· such notice under Section 299 if not given at the meeting of the Board, whether it was brought up and read at the meeting of the Board next after it was given;
· any director who has been appointed as director of another company during the year has made disclosure thereof in terms of Section 305 of the Act.


Checklist part 4
Issue of Capital and Securities

· in Case of Private Companies

Check whether:
· the relevant provisions in Articles of Association have been complied with and the increase is within the authorised capital of the company;
· the company has issued equity share capital with differential rights as to dividend, voting or otherwise, if any, in accordance with the Rules prescribed by the Central Government;
· return of allotment was filed with the ROC in Form No.2 in accordance with the provisions of Section 75;
· the register of shareholders/members has been properly maintained and the number of shareholders are not more than 50;
· share certificates, have been issued to the allottees in accordance with the Companies (issue of Share Certificates) Rules, 1960 within the prescribed period; and
· where the company has issued preference shares, provisions of Sections 80(5A) and 80A have been complied with;
· the company has privately placed debentures and if so it has complied with provisions of Section 117C and a copy of the Trust Deed has been forwarded on payment of requisite fee to any member or debenture holder;
· the company, which has completed a buy-back of its shares or other specified securities has not made further issue of the same kind of securities in the last 6 months as stipulated in Section 77A(8).

· In Case of Public Companies

Check whether:

· at the first instance the shares are offered to the existing shareholders in proportion to the capital paid up on shares held;
· in case shares are offered to any persons whether or not those persons include existing shareholders in any manner whatsoever:
· special resolution was passed ;or
· else the votes case in favour of the resolution exceeded the votes case against the proposal and the approval of the Central Government was obtained;
· in case of special resolution, Form No.23 was filed with the ROC;
· in case of public issue, separate Bank Accounts have been opened and whether Board resolutions have been passed.
· the company has issued equity share capital with differential rights as to dividend, voting or otherwise, if any, in accordance with the Rules prescribed by the Central Government.
· the Board has approved the draft prospectus/letter of offer of rights/offering circular (restricting circulation to below 50 persons) before issues;
· the appointments of all the agencies dealing with the issue were duly approved by the Board;
· intial listing application/has/have been filed with the Stock Exchanges before filling the prospectus with the ROC:
· minimum subscription has been raised;
· the company has received the minimum subscription in terms of guidelines issued in the regard;
· the basis of allotment has been approved by the Regional Stock Exchanges :
· in the case of listed companies permission for listing of securities has been received from all the Stock Exchanges mentioned in the prospectus.
· refund orders were sent in time;
· listing agreements were signed with the Stock Exchanges where the shares were to be listed and the executants on behalf of the company had the authority from the Board and whether listing/trading permissions have been obtained;
· in case debentures have been issued with an option to convert whole or part into shares, check the applicability of the Public Companies (Terms of Issue of Debentures and Raising of Loans with Option to Convert such Debentures and Loans into Shares)Rules, 1977:
· the company which has completed a buy-back of its hares or other specified securities has not made further issue of the same kind of securities in the last 6 months as stipulated in Section 77A(8).

Preferential Issue by Listed Companies

Check whether listed company has issued capital by way of shares/FCDs/PCDs or any other financial instruments on a preferential basis which would be converted into or exchanged with equity shares at a later date to any select group of persons .if yes,



Vacation of Office of Directors

Check whether

· the director has vacated his office on happening any of the events specified under Section 283(1) of the Act;
· the director has vacated his office on account of any contraventions of Section 314(1B) ;
· in case of a private company, the director has vacated his office on any other ground as specified in the Articles in addition to those specified in Sub-section (1) of Section 283.

· Retirement of Directors

Check whether:
· one third of such directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one third, retire from office at first annual general meeting and at every subsequent annual general meeting;
· the directors retiring by rotation are those who have been longest in office since their last appointment;
· between directors appointed on the same day, the retirement was , in default of and subject to any agreement among themselves, determined by draw of lots;
· the company has filled up such vacancy by appointing the retiring director or some other person.

Note: Unless otherwise specified in the Articles of Association, the aforesaid requirements shall not apply to a private company.

· Removal of Directors

Check whether:
· a special notice as required under Sub-section (2) of Section 284 was given to the company to remove a director;
· the company has sent forthwith a copy thereof to the director concerned and the director was provided opportunity to be heard on the resolution at the meeting;
· the representation, if any, made by concerned director has been notified to the members on the request of the director along with the notice of the resolution and if a copy of the representations was not sent because they were received too late or because of company's default, it was read out at the meeting on the request of the director;
· the director who was removed from office was not reappointed as a director by the Board of directors.

Note : These provision are not applicable to director appointed by Central Government and a director holding office for life on 1.4.1952.

· Holding office or Place of Profit

Check whether:
· a director of the company and others referred to in Clause(b) of Sub-section (1) of Section 314 hold any office or place of profit;
· necessary declaration was obtained from persons referred to in Sub-section (2A) of Section 314;
· a prior special resolution was duly passed at the general meeting and form No.23 was duly filed with the Registrar;
· approval of the Central Government was obtained where monthly remuneration paid was not less than Rs.20,000/- or as may be prescribed;
· the concerned person vacated his office immediately and refunded the remuneration received from the company if the Central Government's permission was either not obtained or denied.

Note: Relevant ledger accounts should also be verified.





Approvals from the Shareholders

· If not less than 25 per cent of the subscribed capital of the company is held whether singly or in any combination by public finance institutions, etc. as mentioned in Section 224A check whether the appointment of the auditor was approved by the members by passing a special resolution.
· Check whether the consent of the company in general meeting was obtained in respect of the matter specified under Section 293.
· If the Company's paid-up share capital is Rs.50 Lakhs or more. Check whether the appointment of sole selling agent was made with the consent of the company accorded by special resolution and the approval of the Central Government (Section 294)
· Check whether appointment of sole selling agent for any area was approved by the company in the first general meeting held after such appointment under Section 294.
· Check whether the approval under Section 314 by a special resolution was obtained consenting to the holding of any office or place of profit in the company by the director or other persons specified under Section 314.
· Check whether necessary resolutions were passed for the making of company loans and inter company investments under Section 372 A of the Act.

· Approvals of Financial Institutions

Examine covenants contained in the loan agreements thoroughly and Check whether

all notice required to be sent to the financial institution have been duly sent; and
Necessary approvals were obtained from the financial institutions wherever required.

· Sundry Items

· Disclosures

Check whether the company has made the following disclosures:

· the address of its registered office as per Section 147;
· the authorised share capital in its official publications and if yes, subscribed /paid-up share capital as per Section 148;
· directors interest in contract(s) appointing manager or managing director as per Section 302.

Check whether the company has complied with the requirements in pursuance of disclosures by director regarding:

· particulars of directors under Section 302;
· particulars of other directorships under Section 305;
· particulars of directorship, membership and partnership under Section 299;
· particulars of director's shareholdings under Section 308;
· particulars of interest or concern in any contract under section 297.

· Appointment/Change and Remuneration of Auditors

Check whether
· the appointment and remuneration of auditors are in order with reference to Sections 224,224A,225,226 and 228;
· the company has obtained requisite intimation under Section 224(b) before appointment / reappointment of auditors;
· the company has intimated appointment/reappointment of auditors under Section 224(1).

· Holding Company and Subsidiary Company

Check whether:
· if during the year the company has become a holding company' or ' subsidiary company' under Section 4 and where the financial year of the subsidiary does not coincide with that of the holding company there should not have been a gap in excess of six months between the financial year of the holding and subsidiary company.

· Redemption of Irredeemable Preference Shares Under Section 80-A

Check whether the company had issued before the commencement of the Companies (Amendment) Act, 1988 preference shares which were irredeemable or not redeemable before the expiry of ten year, if so:

· Whether steps had taken to comply with the requirements of Section 80 A(1) (a) or 80A(1)(b) as the case may be;
· if the company was not in a position to redeem any such share within the period specified in Clause (a) or (b) of Sub-section (1) of Section 80A, Check whether consent of the Company Law Board had been obtained for issue of further redeemable shares equal to the amounts due (including the dividend thereon) in respect of unredeemed preference shares.

· Commencement of New Business stated in 'other objects' in the Memorandum in the Case of Public Companies

Check whether
· a special resolution was passed under Section 149(a) before commencement of such new business and Form No.23 was filed with the ROC;
· the shareholders approved the resolution by a simple majority, and if so check whether approval was obtained from the Central Government;
· a duly verified declaration by one of the directors or the secretary or, where the company has not appointed a secretary, by a Practsing Company Secretary in Form No.20 A was filed with the ROC

· Membership of Holding Company

Check whether
· the company is a member of a company which is its holding company;
· the company which is a member of its holding company has been allotted any shares or acquired further shares after it became a subsidiary as such allotment or transfer is void.

· Loans by Company for Purchase of its Own or Holding Company's Shares

Check whether
· the company gave any financial assistance for the purpose of or in connection with purchase of shares in the company or in its holding company;
· the company had given any such financial assistance, it should be ensured that it feel within the exemption under Section.77



Remuneration of Directors

Check whether
· the payment of remuneration to directors was within the limits provide under Section 198 and 309 of the Act.
· 'net profit' has been computed in accordance with the provisions of Section 349 and 350;
· the remuneration paid to managing director/whole-time director was in accordance with the provisions of the Articles, Scheduled XIII to the Companies Act,1956, resolution passed by the shareholders in general meeting and/or approval of the Central Government;
· remuneration paid if any has been recovered in case approval by the Central Government was either not obtained or denied;
· special resolution was passed for payment of remuneration by ways of commission to directors who are not whole time/managing director;
· increase in the remuneration was effected with Central Government's approval in accordance with Section 310.

· no other remuneration was paid to a director in any other capacity except as permitted;
· no tax free payment was made;
· compensation for loss of office, if any, has been paid within the limits specified in Sub-section(4) of Section 319;
· the amount of remuneration by way of fee each meeting of the Board of directors or a committee thereof has not exceeded Rs.5000/- or such other amount as may be prescribed.

Note: The aforesaid requirements do not apply to private companies.

· Balance Sheet and Profit and Loss Account

Check whether:
· balance sheet and profit & loss account has been prepared in the form set out in part I and part Ii of the schedule VI;
· Central Government's permission has been received under Section 211(4) for any modifications in relation to any of the requirements as to the matters to be stated in the company's balance sheet or profit and loss account.

· Cost Audit and Appointment of Cost Auditor

Check whether:
· there was an order of the Central Government ordering audit of cost accounts of the company;
· Boards resolution was passed for appointing a person as cost auditor and whether he was qualified to act as such;
· approval of the Central Government was obtained for the appointment of the cost auditor and the cost auditor was issued appointment order
· a copy of the cost audit report was received from the cost auditor;
· full information and explanations were furnished to the Central Government for any reservations or qualifications contained in the cost audit report;
· any direction were received from the Central government for circulation of the cost audit report to the members along with the notice of the annual general meeting and, if so, whether the same has been complied with.







General

Check whether:
· a company has served documents on a member in conformity with the provision of Section 53;
· a public company has paid underwriting commission; if so, check whether it has complied with the provisions contained in Section 76 and its Articles of Association;
· the company has complied with the provisions of Section 188 in respect of circulation of members resolutions;
· the company has paid interest out of capital and if so check the payment has been authorised by its Articles or by a special resolution in as much as with the previous sanction of the Central Government.
Checklist part 5

Statutory Registers

· Register of investments under Section 49

Check whether:
· all investments of the company are held in the name of the company;
· if any investment are not held by the company in its own name as allowed by Sub-section (2), (3),(4) or (5); whether register of investments not held in company's name has been maintained and the particulars such as the nature, company's value and such other particulars as may be necessary fully to identify the shares or securities in question and the bank or person in whose name or custody the shares or securities are held have been entered therein;
· the register is kept open for inspection by any member or debenture-holder without charge, during business house, subject to reasonable restrictions as may be imposed by the Articles or in general meeting

· Register of Deposits under Rule 7 of the Companies (Acceptance of Deposits) Rules,1975

Check whether
· the particulars in respect of each depositor have been entered in the register;
· the register has been preserved in good order for a period of eight calendar year from the financial year in which the latest entry was made

Note: A private company has to maintain register of deposits in respect of deposits accepted;/invited from the relatives of directors

· Register of Securities Bought Back under Section 77A

Check whether register of securities bought back has been maintained for entering the following particulars, namely, (i)the consideration paid for securities bought back (ii) the date of cancellation of securities;(iii) the date of extinguishing and physically destroying of securities and such other particulars as prescribed in form 4B of the Companies (Central Government's) General Rules and Forms, 1956 and Annexure B to the Private Limited company and Unlisted Public Limited Company(Buy-back of Securities) Rules,1999.

· Register of Charges under Section 143/copies of instruments Creating Charge under Section 136

Check whether:
all charges specifically affecting the property of the company and all floating charges on the undertaking or on any property of the company have been entered in register giving, in each case, the particulars prescribed in Sub-section (1) of Section 1243 i.e. (a) a short description ot the property charged; (b) the amount of charge; and (c) except in the case of securities of bearer, the names of the persons entitled to charge; and
copies of instruments creating chares kept in pursuance of Section 136 and the register of charges kept in pursuance of Section 143 are kept open inspection as provided in Section 144 by any member or creditor without fee, and by any other person on payment of Rs.10/0 or such other fee as may be prescribed during business hours subject to reasonable restrictions as imposed by the general meeting

· Register of Members under Section 150 and Index of Members under Section 151

Check whether
separate registers for each class of shares are maintained in the format as prescribed under Rule 7 of the Companies (issued of Share Certificate) Rules,1960
entries in the register are authenticated by the Secretary or any other person authorised by the Board for the purposes of sealing and signing share certificates.
declaration made to a company under Sub-section (1), (2) or (3) of Section 187C has been noted in its Register of members within 30 days from receipt of declaration
an index of members is maintained unless the Register of members is in such a form as in itself constitutes an index, where the company has more than 50 members. The index can be in the form of a card index;
every change made in the Register of members has also been recorded in the index within 14 days; and
list of beneficial owners, (in case of shares held in depository) is also kept by the company.

· Register and Index of Debenture holders under Section 152

Check whether
the company has maintained separate register for each type of debentures and entered therein the particulars prescribed in Sub-section (1) of Section 152 i.e. (a) the name and address, and of occupation, if any, of each debenture holder; (b) the debentures held each holder, distinguishing each debenture by its number except where such debentures are held with a depository, and the amount paid or agreed to be considered as paid on those debentures; (c) the date on which each person was entered in the register as a debenture holder and (d) the date at which any person ceased to be a debenture holder;
an index of debenture holders is maintained unless the register of debenture holders is in such a form as in itself constitutes an index, where the number of debenture holders is more than 50. The index can be in the form of a card index;
every alteration made in the register of debenture holders has been recorded in the index within 14 days.
list of beneficial owners(in case of debentures held in depository) is also kept by the company.

· Foreign Registers of Members or Debenture holders under Section 157

Check whether the Articles authorize for keeping a foreign register of members or debenture holders. If yea Check whether
· notice of the situation of the office where registers are kept has been filed with the Registrar within 30 days from the date of the opening of any foreign register;
· notice of the change, if any, in the situation of such office or of its discontinuance was filed with the Registrar within 30 days from the date fo such change or discontinuance.
· a duplicate of every foreign register has been kept at the registered office and changes in the register duly entered from time to time
· the above registers are kept open for inspection and extracts/copies thereof are supplied on receipt or requisition with the prescribed fees.

Registers and Returns under Section 163

Check whether
· the register of members, the index of members, the register and index of debenture holders, contract entered into by a company of the appointment of a manager, managing director and copies of annual return prepared under Section 159 and 160 together with the copies of certificates and documents required to be annexed under Section 160 and 161 are kept at the registered office of the company;
· if the above registers and return instead of being kept at the registered office of the company, are being kept at any other place within the city, town or village in which the registered office is situate'; whether the other place has been approved by a special resolution and the Registrar was given an advance copy of the proposed special resolution;
· the above registers and return are kept open for inspection by any member of debenture holder without fee, and by other person on payment of Rs.10/- or such other fee as may be prescribed, during business hours subject to such reasonable restrictions as the company may impose;
· copy of such register etc. or extract thereof is supplied within a period of ten days against any request received on payment of Re.1 for every 100 words or fractional part thereof or such other fee as may be prescribed;
· the stock exchange is notified in case the shares are listed.

Minutes Book of Meetings

· Minutes Book of Meetings of Directors

Check whether

· minutes books for Board and Committee meeting are maintained in accordance with the provisions of Section 193.
· the proceedings of each meeting are entered within 30 days of the meeting.
· each page of the minutes book is consecutively numbered;
· each page of individual minutes is duly initialed or signed and the last page of each such minutes is dated and signed by the Chairman of the same meeting or of the next succeeding meeting;
· names of director present at the meeting are recorded in the minutes;
· leave of absence granted is recorded;
· nature of interest of a director in any transaction and also his abstaining from discussion/voting on resolution are recorded;
· names of directors dissenting from or not concurring with the resolution are recorded;
· minutes have not been attached or pasted to the minutes book;
· minutes are maintained in loose leaf form; is so whether safeguards against manipulation have been taken and the leaves are bound at reasonable intervals, say six months/one years; and
· the fact that documents or drafts placed before the meeting is recorded in the minutes.

Minutes Books of Proceedings of General Meetings

Check whether

· minutes books are properly maintained
· the proceeding of each general meeting have been entered within 30 days of the meeting
· the pages of the minutes book are consecutively numbered. Each pages is duly initialed or signed and the last page of the record of proceedings of each meeting is dated and signed by the Chairman of the meeting within 30 days of the meeting;
· in the event of death/inability of the Chairman to sign minutes of the general meeting, the Board resolution has been passed authorizing any director to sign within that period;
· the minutes are not attached or pasted .All erasures or alterations are duly authenticated;
· the minutes are maintained in loose leaf form; if so whether safeguards against manipulation have been taken and the pages are bound at reasonable intervals, say six months/one years; and
· the fact that documents or draft placed before the meeting is recorded in the minutes.
· Minutes books have been kept at the registered office of the company and kept open during business hours for inspection of members and also inspection is allowed to any member without charge during business hours subject to such reasonable restrictions as the company may, by Articles or in general meeting impose;
· check if copies of minutes of general meetings were furnished within 7 days of the receipt of request on payment Re.1 for every 100 words or fractional part thereof or such other fee as may be prescribed.

· Minutes Book of Class Meeting/Creditors Meeting

Check whether company has held class meetings, debenture holders meetings or creditors meeting. If yea whether minutes book in respect of these meeting has been properly maintained.

· Books of Accounts and Cost Records under Section 209

Check whether
books of accounts are kept at the registered office. If the same are kept at some other place in India, a Board resolution was passed and Form No.23AA filed with the Registrar within 7 days of the decision
the company is required to maintain cost records. If so, whether cost records are being maintained;
the books are prescribed in good order together, with vouchers, invoices and connected records for a minimum period of 8 years; and
books of accounts and papers were easily accessible to directors for inspection


· Register of Particulars of Contract in which Directors are interested under Section 301

Check whether
the register is being properly maintained by entering separately particulars as prescribed under Sub-section (1) of Section 301 of all contracts or arrangements o which Section 297 or Section 299 applies;
the names of the directors voting for or against the contract or arrangement and the names of those remaining neutral are recorded;
entries have been made within 7 days from the date on which contract or arrangement was made. If the company's paid-up share capital is rupees one crore or more, Check whether the previous approval of the Central Government has been obtained for entering into contracts;
the register specifies in relation to each director the names of firms and bodies corporate of which notice has been given by him under Section 299(43);
the register has been signed by the directors present at the Board meeting following the meeting in which the contracts were considered;
where the above contracts and/or arrangements have been approved by members in their general meeting , the register is maintained and signed in accordance with the terms of the resolution thereat; and
the register is maintained at the registered office and is kept open for inspection and extracts and copies are permitted to be take or are given to the members in the same manner and on payment of the same fee as in the case of Register of members.

· Register of Directors, Managing Director, Manager and Secretary under Section 303

Check whether
· the necessary particulars prescribed in Sub-section (i) of Section 303 and changes therein have been entered in respect of every director, managing director, manager or secretary;
· the names and particulars of companies nominating directors have also been entered in the register; and
· the register is kept at the registered office and is kept open for inspection by members free of charge and by outsiders on payment of fee of Re.1/- during business hours subject to such reasonable restrictions as the company may by its Articles or in general meeting impose.
· the disclosure is made by the concerned person within 21 days as per Section 305 requisite returns in duplicate were sent to the Registrar in Form No.32 within 30 days of the appointment or change.

Register of Director's Shareholdings under Section 307

Check whether
· the register was duly kept at the registered office and contains particulars prescribed in Sub-section (1) (2) and (3) of Section 307 and was kept open for inspection of any member or debenture holder during business hours subject to reasonable restrictions as the company may, by its Articles or in general meeting, impose during the period beginning 14 days before the date of the company's annual general meeting and ending three days after the date of its conclusion, and it was kept open for inspection by any person acting on behalf of the Central Government or of the Registrar during the said period or any other period;
· the register was produced at the commencement of the annual general meeting and was kept open and accessible during the continuation of the meeting to any person having the right to attend the meeting; and
· every director and every person deemed to be a director under Section 307 (10) has given notice in writing to the company in conformity with Section 308(1) to enable it to comply with the provisions of Section 307
· if such notice was not given at the meeting of Board, whether it was brought up and read at the next meeting of the Board.
· the register was produced at the commencement of the annual general meeting and was kept open and accessible during the continuation of the meeting to any person having the right to attend the meeting.

· Register of Investments or Loans made, Guarantee Given or Security Provided under Section 382(w.e.f. 31-10-1998)

in case of companies not covered under Sub section (8) of Section 372 A, Check whether

· the register has been maintained for entering the following particulars; (a) the name of the body corporate; (b) the amount, terms and purpose of the investment or loan or security or guarantee; (c) the date on which the investment or loan has been made; and (d) the date on which the guarantee has been given or security has been provided in connection with a loan;
· the particulars of every investment or loan made or guarantee given or security provided has been entered chronologically in the register within seven days of the making of such investment or loan, or the giving of such guarantee or provision of such security;
· the register is kept at the registered office of the company; and the register is kept open for inspection and extracts thereof have been supplied to members, if required, on payment of the requisite fee.

Note: If the provisions of Section 372 A are not applicable to a company, no entries need to be made in the Register of investments or loans made, guarantee given or security provided under Section 372 A

· Register of Renewed and Duplicate Certificates under Rule 7 of the
Companies

(Issues of Share Certificates) Rules, 1960

Check whether
· the register has been maintained containing prescribed particulars, viz; the name of the person to whom the certificate has been issued, the number and date of issue of the share certificate etc; and
· all entries in the register have been authenticated by the secretary or any other person authorised by the Board of directors.

Register of Destruction of Records/Documents

Check whether
· the records and documents are being kept in the company at least for the periods stated in the Companies (preservation and Disposals of Records) Rules, 1966;
· the company has maintained a register in the prescribed form and has entered particulars of documents destroyed as per Rules 4 of the aforesaid Rules.


Other Registers

Following register are optional register and should be maintained as good secretarial practice. However, if the following register are not maintained, the Practicing Company Secretary should not qualify his certificate/Audit Report:

Register of Inspection

Check whether the company has maintained the register of inspection containing the following particulars viz.
· Serial Number
· Date
· Name and address of person who has inspected the document
· Particulars of documents inspected
· Signature of the person who inspected the documents
· Signature of a director

Note: Maintenance of the said register would help in verifying the compliance of various provisions of the Companies Act, 1956 where records/documents are available for inspection

Register of Directors" Attendance

As per regulation 71 contained under Schedule-1(Table” A") to the Companies Act,1956, every director present at any meeting of the Board or of a Committee thereof shall sign his name in a book to be kept for that purpose. In view of this companies should maintain a register for recording the attendance of directors present in a meeting of the Board/Committee thereof.

Register of Shareholder's Attendance

Check whether the company has maintained a register of shareholders' attendance at the general meeting or has kept the attendance slip collected from the members at the meeting

Register of Proxies

Check whether the register of proxies containing details of proxies lodged in respect of every general meeting is maintained

(e) Register of Transfers

Check whether
· the company has maintained separate register of transfers for different classes of shares/debentures, and entered therein the particulars relating to the registration of transfer of shares/debentures;
· transfer number as per the register of transfer and date of approval has been entered in the Share Transfer Deed in Form 7B;
· the company has maintained a separate file of documents like Powers of Attorney, Probate, Letters of Administration and/or Succession Certificate Resolution of Companies or other bodies corporate authorizing any particulars person (s) to sign on its behalf that are registered with the company; and
· details of nomination forms have been noted.

Register of Fixed Assets

Check whether the register of fixed assets has been maintained containing prescribed particulars of quantitative details and situation of fixed assets of the company and its updated written down values.

(g) Register of Documents Sealed

Check whether
the company has maintained a register of documents sealed;
the register contains the following information:
· number and date of the minutes authorizing the use of the seal;
· date of sealing;
· persons in whose presence the seal was affixed;
· document sealed;
· location of document.


Filing of Forms, Returns and Document with the Registrar

Periodical Returns
o Annual Return

Check whether
· the annual return has been duly filed with the ROC Within 60 days of the holding of the annual general meeting
· where annual general meeting has not been held, the return was filed within 60 days from the date on which the annual general meeting ought to have been held;
· the return has been duly signed and the requisite certificates have been attached as per Section 161;
· in case of a company whose shares are listed on a recognised stock exchange the return is also signed by a secretary in whole-time practice.

Note : In case of an adjourned annual general meeting Check whether; the annual return incorporates the date of the original meeting

· Balance Sheet, etc., under Section 220

Check whether;
· the balance sheet, etc., were adopted by the annual general meeting
· 3 Copies of balance sheet, etc were filed with the ROC within 30 days of the date of the annual general meeting
· where an annual general meeting has not been held, 3 copies of balance sheet etc, were filed within 30 days from the latest day on or before which the meeting should have been held and whether a statement of the fact and of the reasons therefore was filed along with the balance sheet etc;
· where balance sheet etc., were laid before but not adopted by the annual general meeting or the annual general meeting was adjourned without adopting the balance sheet whether a statement of the fact and reasons therefore was filed along with the balance sheet', etc.
· (e) Compliance Certificate under Section 383 A
· Check whether;

· the company to which proviso to Sub Section (1) of Section 383 A is applicable has filed with the ROC a certificate from a Practicing Company Secretary in Form appended to the Companies (Compliance Certificate) Rules,2001 within 30 days from the date of annual general meeting
· in case the annual general meeting of the company is not held for the years, the aforesaid Compliance Certificate has been filed with the ROC within 30 days from the latest day on or before which that meeting should have been held.

Other Important Returns

· Return of Allotment
Check whether;
· the Company has made any allotment of its shares, if so the return of allotment in Form No.2 was filed with the Registrar within 30 days stating the number and nominal amount of the shares comprised in the allotment the names, addresses, and occupations of the allotters, and the amount, if any, paid or due and payable on each share;
· shares were allotted at a discount. If so, copy of the resolution authorizing the issue of shares at a discount along with a copy of the order of the Company Law Board was filed with the return:
· shares were issued for consideration other than cash. If so, the original contract, along with a copy thereof, entered into with the persons to whom the shares were allotted for consideration other than cash was filed with the return'
· the copy of the contract was verified by affidavit by a director or the Secretary of the company
· the contract for issue of shares for consideration other, than case was not reduced in writing . If so, whether particulars of the contract were filed in Form No.3 and the Form was duly stamped with stamp duty which would have been paid, had the contract been reduced to writing;
· bonus shares were issued. If so, a return stating the number and nominal amount of the shares comprised in the allotment , the names ,address and occupation of the allottees and a copy of the resolution authorizing the issued of such shares was filed;
· allotment has been made in pursuance of the order of the Court under Section 391/394. If so .Verify whether shares were allotted in the proportion stated in the order :

Note:
· the return of allotment is not required to be filed in case the
· allotment was of forfeited shares or the allotment was made to the subscriber to the Memorandum and Articles of Association
· The return of allotment is not required to be filed where debentures are allotted.

· Return on Buy-Back of Securities

Check whether the company has filed with the Registrar, Form No. 4A and 4C under the Companies (Central Government's) General Rules and Forms,1956 and a return in the form specified at Annexure A to the Private Limited Company and Unlisted Public Limited Company (Buy-Back of Securities ) Rules,1999 after the completion of buy-back

· Notice of redemption of preference shares, consolidation, division, increase in share capital , cancellation of shares and increase in number of members
Check whether
· the requisite notice in Form No.5 was filed within 30 days from the day on which any of the aforesaid events occurred or resolution passed as the case may be; and
· requisite registration fees have been paid on the difference between the increased capital and the existing authorised capital at the existing rate
· Notice of Situation/Change in Situation of Registered Office

Check whether
· the notice of situation or the notice of change in the situation of registered office in Form 18 has been filed with 30 days of the date of incorporation or change;
· in addition to the above, check also the following (if applicable)

· in the case of change in the situation of the registered office outside the local limits of any city, town or village but within the State and within the jurisdiction of the same ROC, Check whether; Form No.23 has been filed along with the copy of special resolution passed by the company:
· In the case of change in the situation of the registered office outside the local limits of any city, town or Village though within the same State but from the jurisdiction of one ROC to the jurisdiction of another ROC, Check whether;
· Confirmation from Regional Director has been
· received;
· the confirmation has been filed with the ROC within
· two months from the date of confirmation:
· Form No.23 has been filed within 30 days along
· with the copy of special resolution passed by the Company;
· (ivI)Form No.18 has been filed with both the ROCs
· within 30 days
· the ROC has certified the registration.

· In the case of change in situation of the registered office from one State to another, Check whether;
o Form No.18 has been filed with both the ROCs;
o Form No.21 has been filed along with the certified copy of the order of the Company Law Board with both the ROCs within three months.

· Court/CLB Orders

Check whether; Form No. 21 has been filed with the ROC along with certified copies of the following order:

Section

17(2) Order of the Company Law Board Approving the sniffing of the registered office from one State to other.
· Order of the Company Law Board approving Issue of shares at discount.
81(3) Order of the Central Government approving the terms of issue of debentures relating to conversion of debenture or loan into shares,
94A(2) Order of the Central Government permitting Public financial Institution to convert debentures or loan into shares
102(1) Order of the Court confirming the reduction of capital.
107(3) Order of the Court disallowing or confirming variation of the shareholders' rights
111(5) Order of the Company Law Board dismissing the appeal or rejecting the application in respect of refusal of registration of transfer and directing that the transfer or transmission shall be registered by company directing the rectification of the register of members.




Return of Deposits under Section 58A

Check whether;
· the company has on or before 30th day of June, filed with the Registrar a return in the form annexed to Companies (Acceptance of Deposits) Rules,1975 duly certified by the auditor of the company.
· a copy of the return has simultaneously been furnished to Reserve Bank of India




· Particulars of Beneficial Interest in Shares

Check whether; copies of Form-I and Form-II along with Form-III under the Companies(Declaration of Beneficial Interest in Shares) Rules,1975 have been filed with the ROC, wherever applicable.

· Registration of Creation/Modification/Satisfaction of Charge

Check whether:

· the charge falls within any one of the categories of remittable charges as provided in Sub-section (4) of Section 125;
· the prescribed particulars of the charge requiring registration were filed in three copies with the ROC in Form No.8 along with Form No.13 duly signed by the company as well as the charge-holder and along with the original/certified copy of the instrument, if any, with 30 days after the date of its creation or within the time permitted by the ROC under proviso to Sub-section (1) of Section 125 of the Companies Act;
· in case of issue of debentures of a series, if there has been any charge to the benefit of debenture holders of that series, the required particulars have been filed with the Registrar in Form No.10 along with Form No.13 (in triplicate) within 30 days from the date of execution of the debentures of the series;
· in case commission, allowance, discount is paid or made in consideration for subscribing, etc., to debentures, whether the forms included particulars of such commission, etc;
· the documents were registered by the ROC and endorsed copies thereof have been obtained;
· abstract of registration is duly endorsed on every debenture or certificate of debenture stock issued, the payment of which is secured by the charge registered;
· particulars of modification of charges were filed in three copies in Form No.8 along with Form No.13 duly signed with the ROC within 30 days of the modification or within the extended period;
· a copy of the instrument creating/modifying charge/a copy of debenture of the series, if any, required to be registered was kept at the registered office;
· where payment or satisfaction of charge registered has been effected in full intimation thereof has been sent to the ROC in three copies in Form No.17 along with Form No.13 duly signed , by the company as well as the charge holder within 30 days from the date of such payment or satisfaction (Section 138);
· the satisfaction of charge has been registered by the ROC and endorsed copies of documents have been obtained.
· in case of delay/omission/mis-statement in filling particulars of charge created/modified or issue of debentures of a series or intimation of satisfaction of charge , to the ROC a petition has been made to the Company Law Board in accordance with the Company Law Board Regulation,1991 and CLB order obtained and certified copy of such order has been furnished to the ROC along with Form No.21; and instruments creating/modifying charges are kept open for inspection as prescribed.


Forms, Returns and Documents to be filed with other Authorities

Check whether forms, returns and documents have been filed with the other authorities mentioned below:

· intimation has been given to the Company Law Board in respect of any default made by the company in repayment of any deposits from small depositors within 60 days from the date of default. Intimation shall be given on monthly basis;
· copy of Return of Deposits of a non-banking non financial company has been filed with the Reserve Bank of India pursuant to Rule 10 of the Companies (Acceptance of Deposits) Rules,1975;
· text of advertisement inviting deposits by a non-banking financial company has been filed with the Reserve Bank of India pursuant to Rule 5 of the Non-Banking Financial Companies And Misc. Non-Banking Companies (Advertisement) Rules,1977
· returns have been filed with the Securities and Exchange Board of India in case of buy-back of securities;
· intimations required to be given to the Official Liquidator/Courts when the company is in the process of winding up/amalgamation/merger/reconstruction have been given.



Documents to be attached for filing cases before Company Law Board

S.No:
Section
Nature of application/petition
Fees (in Rs.)
1.
17(2)
For confirming alteration in memorandum of association as to change of place of the registered office from one State to another or with respect to objects of a company.
500
2.
18(4)
For extension of time for filirigdocuments for registration of alteration
100
3.
19
Application for revival of order made under section 17.
100
4.
43
Praying for relief from consequences of failure to comply with the conditions constituting it a private company.
200
5.
49(10)
To direct the company to allow an immediate inspection of Register of Investments, if the inspection is refused.
50
6.
58A(9)
To direct the company to make repayment of the matured deposits.
50
7.
79(2)
To sanction issue of shares at a discount
500
8.
80A(1)
, To give consent to issue of further redeemable preference shares in lieu of irredeemable preference shares.
500
9.
111
For rectification of Register of Members on any ground including refusal of registration of transfer/transmission of shares/debentures by the company.
500
10.
113(1)
For extending the period for delivery of the certificates of debentures.
500
11.
113(3)
To correct the default in non-compliance of sub-section (1) of section 113 providing time limit for issue of share/debenture certificates.
50
12.
118(3)
For furnishing copy of trust deed to person requiring it.
50
13.
142(1)
For extension of time for condonation of delay in and (3) filing the particulars of a charge or modification of a charge or intimation of payment or satisfaction of a charge with the Registrar of Companies.
200
14.
144(4)
To direct inspection of copies of instrument creating charges or register of charges.
50
15.
163(6)
To direct inspection Qf registers and returns or to furnish the copies thereof to the person requiring it.
50
16.
167
To direct or to call annual general meeting.
50
17.
186
For ordering calling of general meeting (other than annual general meeting).
200
18.
188(5)
For order as to whether the rights conferred are being abused to 50secure needless publicity for defamatory matter and to order company's costs to be paid in whole or in part by the requisitionists.

19.
196(4)
For passing order directing immediate inspection of minute books or directing that a copy thereof be sent forthwith to person requiring it.
50
20.
219(4)
To pass an order directing that a copy of balance sheet and auditor's report demanded be furnished forthwith to person concerned.
50
21.
225(3)
To decide as to whether right of auditors to get their representation circulated and read out at meeting is being abused to secure needless publicity for defamatory matter and to order company's costs on an application to be paid in whole or in part by retiring auditors.
50
22.
235(2)
To declare by an order that affairs of a company be investigated by inspector(s).
500
22A.
237
To order investigation of the affairs of a company.
500
23.
250
Complaint by any person for finding out facts about certain shares.
500
24.
284(4)
To decide as to whether the right of a director to get his representation circulated and read out at meeting is being abused to secure needless publicity for defamatory matter and to order company's cost on application to be paid in whole or in part by such directo
50
25.
304(2)(b)
To pass an order directing immediate inspection of register maintained under section 303.
50
26.
307(9)
To pass an order directing immediate inspection of register maintained under the section
50
27.
397, 398, 402, 403 404, 405
To exercise powers in connection with prevention of oppression and/ or mismanagement.
500
28.
407(1)(b)
To grant leave for an appointment of managing director or manager whose agreement has been terminated or set aside provided noticehas been served on Central Government.
500
29.
408
To decide whether it is necessary to appoint Government directors on the Board of Directors and to advise Central Government accordingly.
500
30.
409(1)
To prevent change in Board of Directors likely to affect company prejudicially.
500
31.
614(1)
To pass an order directing a company to make good the default from its failure to make returns etc. to the Registrar of Companies.
50
32.
22A(4)(c) of the Securities Contracts Act
To issue of direction for registration/ no &.registra tion of securities.
500
33.
2A of the monopolies Act
For determination of any question of group, interconnection or same managment in accordance with the provisions of section 2A of the Monopolies Act.
500

Stamp Duty in Bombay

S. No.
Description of instruments
Proper stamp duty
1.
Affidavit, that is to say, a statement in writing purporting to be a statement of facts, signed by the person making it and confirmed by him on oath or, in the case of persons by law allowed to affirm or declare instead of swearing, by affirmation.
Twenty rupees.

Exemption


Affidavit or declaration in writing when made -


(a) as a conditions of enrolment under the Air Force Act, 1950, the Army Act, 1950, or the Navy Act, 1957;


(b) for the immediate purposes of being filed or used in any Court or before the officer of any court; or


(c) for the sole purpose of enabling any person to receive any pension or charitable allowance.

2.
Articles of association of a company


Where the company has no share capital or nominal share capital or increased share capital.
Rs. 1,000 for every Rs. 5,00,000 or part thereof.

Exemption


Articles of any association not formed for profit and registered under section 25 of the Companies Act, 1956, (see also memorandum of association of a company).

3.
Bond, not being a debenture and not being otherwise provided for by any provisions of this Act (whether or not such provisions relate to any particular types of Bonds), or by the Bombay Court Fees Act, 1959 - for every rupees five hundred or part thereof.
Twenty rupees.

Exemption


Bond when executed by any person for the purpose of guaranteeing that the local income derived from private subscriptions or a charitable dispensary or hospital or any other object of public utility shall not be less than a specified sum per mensem.

4.
Duplicate
The same duty as is payable on the original subject to a maximum of twenty rupees.
5.
Indemnity bond
One hundred rupees.
6.
Letter of allotment of shares
One rupee.
7.
Memorandum of association of a company


(a) if accompanied by articles of association under section 26 of the Companies Act, 1956.
One hundred rupees.

(b) if not so accompanied.
The same duty as is leviable on articles of association, according to share capital of the company.

Exemption


Memorandum of any association not formed for profit and registered under section 25 of the Companies Act, 1956.




Documents / Returns to be filed with Registrar of Companies
S.No:
Section
Nature of application/petition
Fees (in Rs.)
1.
17(2)
For confirming alteration in memorandum of association as to change of place of the registered office from one State to another or with respect to objects of a company.
500
2.
18(4)
For extension of time for filirigdocuments for registration of alteration
100
3.
19
Application for revival of order made under section 17.
100
4.
43
Praying for relief from consequences of failure to comply with the conditions constituting it a private company.
200
5.
49(10)
To direct the company to allow an immediate inspection of Register of Investments, if the inspection is refused.
50
6.
58A(9)
To direct the company to make repayment of the matured deposits.
50
7.
79(2)
To sanction issue of shares at a discount
500
8.
80A(1)
, To give consent to issue of further redeemable preference shares in lieu of irredeemable preference shares.
500
9.
111
For rectification of Register of Members on any ground including refusal of registration of transfer/transmission of shares/debentures by the company.
500
10.
113(1)
For extending the period for delivery of the certificates of debentures.
500
11.
113(3)
To correct the default in non-compliance of sub-section (1) of section 113 providing time limit for issue of share/debenture certificates.
50
12.
118(3)
For furnishing copy of trust deed to person requiring it.
50
13.
142(1)
For extension of time for condonation of delay in and (3) filing the particulars of a charge or modification of a charge or intimation of payment or satisfaction of a charge with the Registrar of Companies.
200
14.
144(4)
To direct inspection of copies of instrument creating charges or register of charges.
50
15.
163(6)
To direct inspection Qf registers and returns or to furnish the copies thereof to the person requiring it.
50
16.
167
To direct or to call annual general meeting.
50
17.
186
For ordering calling of general meeting (other than annual general meeting).
200
18.
188(5)
For order as to whether the rights conferred are being abused to 50secure needless publicity for defamatory matter and to order company's costs to be paid in whole or in part by the requisitionists.

19.
196(4)
For passing order directing immediate inspection of minute books or directing that a copy thereof be sent forthwith to person requiring it.
50
20.
219(4)
To pass an order directing that a copy of balance sheet and auditor's report demanded be furnished forthwith to person concerned.
50
21.
225(3)
To decide as to whether right of auditors to get their representation circulated and read out at meeting is being abused to secure needless publicity for defamatory matter and to order company's costs on an application to be paid in whole or in part by retiring auditors.
50
22.
235(2)
To declare by an order that affairs of a company be investigated by inspector(s).
500
22A.
237
To order investigation of the affairs of a company.
500
23.
250
Complaint by any person for finding out facts about certain shares.
500
24.
284(4)
To decide as to whether the right of a director to get his representation circulated and read out at meeting is being abused to secure needless publicity for defamatory matter and to order company's cost on application to be paid in whole or in part by such directo
50
25.
304(2)(b)
To pass an order directing immediate inspection of register maintained under section 303.
50
26.
307(9)
To pass an order directing immediate inspection of register maintained under the section
50
27.
397, 398, 402, 403 404, 405
To exercise powers in connection with prevention of oppression and/ or mismanagement.
500
28.
407(1)(b)
To grant leave for an appointment of managing director or manager whose agreement has been terminated or set aside provided noticehas been served on Central Government.
500
29.
408
To decide whether it is necessary to appoint Government directors on the Board of Directors and to advise Central Government accordingly.
500
30.
409(1)
To prevent change in Board of Directors likely to affect company prejudicially.
500
31.
614(1)
To pass an order directing a company to make good the default from its failure to make returns etc. to the Registrar of Companies.
50
32.
22A(4)(c) of the Securities Contracts Act
To issue of direction for registration/ no &.registra tion of securities.
500
33.
2A of the monopolies Act
For determination of any question of group, interconnection or same managment in accordance with the provisions of section 2A of the Monopolies Act.


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Documents / Returns to be filed with Registrar of Companies
S.No:
Section
Nature of application/petition
Fees (in Rs.)
1.
17(2)
For confirming alteration in memorandum of association as to change of place of the registered office from one State to another or with respect to objects of a company.
500
2.
18(4)
For extension of time for filirigdocuments for registration of alteration
100
3.
19
Application for revival of order made under section 17.
100
4.
43
Praying for relief from consequences of failure to comply with the conditions constituting it a private company.
200
5.
49(10)
To direct the company to allow an immediate inspection of Register of Investments, if the inspection is refused.
50
6.
58A(9)
To direct the company to make repayment of the matured deposits.
50
7.
79(2)
To sanction issue of shares at a discount
500
8.
80A(1)
, To give consent to issue of further redeemable preference shares in lieu of irredeemable preference shares.
500
9.
111
For rectification of Register of Members on any ground including refusal of registration of transfer/transmission of shares/debentures by the company.
500
10.
113(1)
For extending the period for delivery of the certificates of debentures.
500
11.
113(3)
To correct the default in non-compliance of sub-section (1) of section 113 providing time limit for issue of share/debenture certificates.
50
12.
118(3)
For furnishing copy of trust deed to person requiring it.
50
13.
142(1)
For extension of time for condonation of delay in and (3) filing the particulars of a charge or modification of a charge or intimation of payment or satisfaction of a charge with the Registrar of Companies.
200
14.
144(4)
To direct inspection of copies of instrument creating charges or register of charges.
50
15.
163(6)
To direct inspection Qf registers and returns or to furnish the copies thereof to the person requiring it.
50
16.
167
To direct or to call annual general meeting.
50
17.
186
For ordering calling of general meeting (other than annual general meeting).
200
18.
188(5)
For order as to whether the rights conferred are being abused to 50secure needless publicity for defamatory matter and to order company's costs to be paid in whole or in part by the requisitionists.

19.
196(4)
For passing order directing immediate inspection of minute books or directing that a copy thereof be sent forthwith to person requiring it.
50
20.
219(4)
To pass an order directing that a copy of balance sheet and auditor's report demanded be furnished forthwith to person concerned.
50
21.
225(3)
To decide as to whether right of auditors to get their representation circulated and read out at meeting is being abused to secure needless publicity for defamatory matter and to order company's costs on an application to be paid in whole or in part by retiring auditors.
50
22.
235(2)
To declare by an order that affairs of a company be investigated by inspector(s).
500
22A.
237
To order investigation of the affairs of a company.
500
23.
250
Complaint by any person for finding out facts about certain shares.
500
24.
284(4)
To decide as to whether the right of a director to get his representation circulated and read out at meeting is being abused to secure needless publicity for defamatory matter and to order company's cost on application to be paid in whole or in part by such directo
50
25.
304(2)(b)
To pass an order directing immediate inspection of register maintained under section 303.
50
26.
307(9)
To pass an order directing immediate inspection of register maintained under the section
50
27.
397, 398, 402, 403 404, 405
To exercise powers in connection with prevention of oppression and/ or mismanagement.
500
28.
407(1)(b)
To grant leave for an appointment of managing director or manager whose agreement has been terminated or set aside provided noticehas been served on Central Government.
500
29.
408
To decide whether it is necessary to appoint Government directors on the Board of Directors and to advise Central Government accordingly.
500
30.
409(1)
To prevent change in Board of Directors likely to affect company prejudicially.
500
31.
614(1)
To pass an order directing a company to make good the default from its failure to make returns etc. to the Registrar of Companies.
50
32.
22A(4)(c) of the Securities Contracts Act
To issue of direction for registration/ no &.registra tion of securities.
500
33.
2A of the monopolies Act
For determination of any question of group, interconnection or same managment in accordance with the provisions of section 2A of the Monopolies Act.

4 comments:

  1. a company, now delisted on 1998, had not filed anything from 2004 to 2008 and not having any office, showing their factory as registerd office, which is shut from 2004 to till this date. there is no REGISTERED office as per sec 146. but with the help of ROC the company running the show virtually. what the affected shareholder should do. we could not see and visit any registers. the company with the help of ROC, CS, Auditor is going to sell the landed property and swallow the monies. they have alredy sold the prime land in the year of 2006. what the shareholder should do to stop this.

    ReplyDelete
  2. It is very useful and comprehensive.However,it will be more useful,if it is updated as per the requirements of the latest provisions of the Comprehensive Act.

    ReplyDelete
  3. Thanks for providing this information was of great help for my needs, Keep posting content related to secretarial audit firms in india

    ReplyDelete
  4. Thanks for sharing such a useful information with us. Keep posting related to Secretarial Audit Companies .
    http://www.cacsindia.com/

    ReplyDelete

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