COMPANY LAW QUESTIONNAIRE
PART
- 1
INTRODUCTION
The companies Act lays down detailed provision regarding
various matters and
The questionnaire proper is in three parts. Part 2 must be filled in first in the
Part 4 of the questionnaire is the main section. The replies must be given by the staff member
concerned by putting his initials against each question thereof in one of the
three columns Yes, No or Not Applicable (N.A.)
Staff must be careful in answering questions as some of them
are negatively worded and they must be answered accordingly. Any question answered with a “No” will
indicate a prima facie irregularity. It
is possible, however, that the company will be exempted under some other
provision of the concerned section of the Act.
If this is so, the relevant sub-section should be stated alongside with
the words “exempted”.
Certain of the questions can only be answered at the final
stage of the audit, when the draft
PART
2
(Section
3)
(to be filled in only in the
S.No |
Description |
Yes |
No |
N.A. |
1 |
If the company is a
Private Company: Does
its articles of association: a) restrict the right to transfer its shares; b)
limit the no. of members to |
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1.1 |
Has it complied with the
provisions of its Articles restricting share transfers? |
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1.2 |
Is
thetotal number of members less than |
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1.3 |
c. Has it avoided inviting the public to
subscribe to its shares? |
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1.4 |
Have
you ensured that either under unsecured loans or under current liabilities
there are no deposits or loans from other than members, directors or their
relatives? Refer to the schedule detailing these persons and amounts of
loans.---- |
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2 |
Has
it ensured that the total of shares held in it by a Public company, does not exceed 50%
of the paid-up share capital? Also it is not a subsidiary of a Public
company in which |
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Note: If the answer to any of the above questions
is “no”, the company will be a public company. If none of the answers is “no”
the company will be a private company and all the questions in parts 3 and 4 of
this questionnaire marked with an asterisk will not apply to it and need not be
answered.
S.No |
Description |
Yes |
No |
N.A. |
3 |
In the WEF
13.12.2002, is the Minimum paid up capital Rs 1 lakh? |
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PART
3
ASSOCIATE PARTIES & DEFINITIONS
(Sections 2, 4, 108, 294AA, 297, 299, 295 and 303)
S.No |
Description |
Cross
ref. of details or Mark N.A. |
1 |
Holding
Companies: |
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1.1 Give
the name of this company’s holding company. 1.2 Give
the names of the holding company of the immediate holding company and the
further holding companies of the former. |
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2 |
Subsidiary
Companies |
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2.1 Give
the names of the subsidiary companies of this company. 2.2 Give
the names of the subsidiaries of the immediate subsidiaries. |
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3 |
Give the names of all
direct and indirect subsidiaries of the companies included in 1.1 and 1.2
above. |
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4 |
Give the names of all
individuals, firms, groups, bodies corporate and any other entity who jointly
or severally held 25% or more of the paid-up share capital with an intention
to act in concert. |
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5 |
Give the names of all
bodies corporate that held 10% or more of the subscribed
equity share capital. |
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6 |
Give the names of all
directors of this company at the year-end and at any time during the year. |
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7 |
Give the names of all
relatives of such directors (as listed in Schedule 1A and re |
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8 |
Give the names of all
firms in which the director’s are partners. |
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9 |
Give the names of the
firms in which the directors’ relatives are partners. |
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10 |
Give the names of all
private companies in which any director is (a) member or (b) director. |
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11 |
Give the names of all
partners of firms listed in 10 and 11 above. |
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12 |
Give the names of all
companies whose directors jointly hold 2% or more of the paid-up share
capital of this company. |
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13 |
Give the names of all
companies in which the directors of this company hold jointly 2% or more of
the paid-up share capital. |
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14 |
Give the names of all
firms whose partners and their relatives jointly hold shares - |
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15 |
a.
Either worth Rs.5 lakhs or more or b.
Hold 5% or more of the paid-up share
capital of this company. |
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16 |
Give the names of all
bodies corporate which together with their directors and their relative
jointly hold shares - a.
either worth Rs.5 lakhs or more b.
holds 5% or more of the paid-up
share capital |
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17 |
Give the names of all
bodies corporate in which the directors of the company are jointly capable of
exercising 25% or more voting power. |
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18 |
Give the names or
all bodies corporate whose |
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19 |
a.
Managing Director b.
Manager or c.
Board of Directors is accustomed to
act in accordance with the directions of any director or directors of this
company. |
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20 |
Give the names of all
individuals who are accustomed to act in accordance with the directions of
the Board of Directors of this Company. |
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21 |
Give details of number
of shares held by |
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22 |
i)
Central or State Government ii)
any Government Company iii)
any nationalized bank iv)
any Financial Institution v)
any nominee of the foregoing |
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PART
4
QUESTIONNAIRE
Index
1.
Investments
2.
Debtors
3.
A
4.
Loans Given
5.
Share Capital
6.
Reserves
7.
Loans & Funds Borrowed
8.
Creditors & Provisions
9.
Contingent Liabilities
10.
Contributions & Donations
11.
12.
Sole Selling Agents
13.
Auditors
14.
Remuneration to others
15.
Depreciation
16.
Directors’ Remuneration
17.
Dividends
18.
Accounts
19.
Memorandum & Articles
20.
Directors
21.
Contract with Directors
22.
Meetings
23.
Miscellaneous
24.
Postal ballot
25.
Levy for Cess
towards rehabilitation and revival fund
26.
Sick Industrial Company
27.
Special Resolutions
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Yes |
No. |
N.A. |
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1 |
Investments (Sections
49, 77, 293(1(c), 292, 372A, 373, Sec 227(1A)(c). |
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Note : |
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The questions should be answered if
the company- |
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(a) h |
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(b) purchased any investments during
the year and disposed them of before
the year-end or |
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(c) Purchased any investments during
the year and did not dispose them of before the year. |
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1.0 |
Have
all investments been approved at a Meeting of the Board? Ensure Short term deposits with banks are
also considered as investments for the purpose of this section. (Pl see Query 30 Vol XXII of Compendium of Opinions-page 191) |
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1.1 |
Do the investments exclude any share of the company itself
or of any company listed in item 1 of Part 3? Sec77 |
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1.2 |
Are all investments of the company
registered in its own name and a register of such holdings is maintained? Where in pursuance of sub-sec (2), (3), (4) or (5) of Sec 49,
investments made by the company are not held by it in its own name, has the
company maintained the following details:
(a) Details of nature, value & such other particulars of the
investment in the register maintained for this purpose
(b) Bank or person in whose name or custody the securities are held. |
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1.3 |
Whether investment made, otherwise than in trust
securities, of the amount of compensation received for compulsory acquisition
of the whole or substantially whole of an undertaking or any
premises/properties used by such undertaking (without which it cannot be
carried on)has been approved by members? Sec
293 (1) ( c ) * |
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1.4 |
Whether the power to invest the funds has been delegated (by way
of board resolution) to any committee of directors, managing director or any
other principal officer of the company? If yes, whether the resolution
delegating the power specifies the total amount upto which funds may be
invested, and the nature of investment which may be made, by the delegate. |
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@ *1.5 |
Check if
loans/guarantee/security /investment made by a banking company,
insurance company, housing finance company or a company established with the
object of financing industrial enterprises or a company whose principal
business is the acquisition of shares, stock, debentures etc. or a private
limited company or a loan/guarantee/security/investment by a holding company
to its existing wholly owned
subsidiary. * |
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@ *1.6 |
Work out aggregate of a)
loans to other bodies corporate b) guarantees given, security provided c)
investments in securities of other bodies corporate excluding what is
mentioned above and exclude any investments m In % of loans etc. to
PUSC+free reserves: % of loans etc. to Free
reserves: Members’ meeting/postal
ballot date: Approval of FI –letters
dates: * |
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1.7 |
If Board has given guarantee, without being
previously authorized by a special resolution, has a) a resolution been
passed in Board meeting authorizing to give the guarantee; b) there existed
exceptional circumstances which prevented the company from obtaining
authorization by a special resolution passed in general meeting; c) the board
resolution is confirmed within 12 months in general meeting of the company or
AGM held immediately after passing of Board resolution, whichever is earlier.
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@ *1.8 |
If within the limits
specified above, has the Board approved the same in a meeting with the
consent of all directors present at the meeting. In Dates of Board meeting: Dates of FI letters if
term loan interest/Principal in arrears:* |
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1.9 |
Is the minimum rate of interest charged for any loans which
are not exempt more than the prevailing bank rate? ( see 1.4) Bank rate when loan given and minimum Interest rate charged to be documented. * (Prevailing bank rate – 6% upto Feb 12, 2012 & 9.5% w.e.f. Feb
13, 2012 prospectively for all loans given/renewed after Feb 12, 2012) |
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1.10 |
If the Company has defaulted with provisions of Sec 58A
then has it been ensured that it has not given any loans, given any guarantee
or provided security or made any investment when the default is subsisting? * |
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1.11 |
Is a register kept as required u/s 372A (5) for all
investments, loans, guarantee and security?* |
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1.12 |
Where any investments have been sold or disposed of, has
there been a profit on the same? |
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1.13 |
Where company is not an investment or a banking company,
the shares, debentures and other securities have been sold at price not less
than that at which they were purchased by the company? Sec227(1A) (c)
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2 |
Debtors [Section 293 (1)(b)]: |
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* |
Have all debts due by
any director been settled within the normal credit period of the company.
(Else member’s approval required for remitting
or giving time for payment)* |
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3 |
A |
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3.1 |
Have all
Sec 293(1) (b)* |
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3.2 |
If any items are shown as deposits, do these totally
exclude any items which could be classified as loans or as Sec 227(1A) (d) |
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3.3 |
In Sec 227 (1A) (a) |
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3.4 |
Are the terms and conditions of the secured advances in the
interests of the company? Sec
227(1A) (a) |
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4 |
Loans
Given [Sections 77,227(1A)(a), 292, 295, 296, 185(2013) ] |
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The questions should be
answered if the company has |
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a. Given loans in earlier years which
were outstanding at the beginning of this year, or |
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b. Given loans during the year which
were repaid during the year itself, or |
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c. Given loans during the year which
were outstanding at the year-end? |
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4.1 |
Have all loans given
been approved at Board Meetings before they were m |
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4.2 |
Where the power to grant loans is delegated to a committee of
directors, managing director, manager or any other principal officer, does
the board resolution delegating the power, specify the amount ceiling and
purpose of the loan? Sec.292(4) |
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4.3 |
In Sec 227(1A) (a) |
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4.4 |
Are the terms and conditions of the loans are in the
interests of the company?
Sec
227(1A) (a) |
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*4.5 |
Has the company observed the restriction which forbids
loans to any parties included in items 1, 8, 9, 10, 11, 12, 25, 26 and 27 of part 3? CG approval would be required for
such loans. S 295 * |
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@ *4.6 |
Regarding total limits
of intercorporate loans plus investments see under Investments – Item 1 –
Part IV |
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4.7 |
Has the company ensured that loans are not made for acquisition of its own shares either to
its own members or to the members of any companies listed in item 1 of part
3? Sec 77 * |
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4.8 |
Has the company ensured that the loan made in pursuance of
Sec77(2)(c) to persons bonafide in the employment of the company to subscribe
fully paid shares to be held by way of beneficial ownership, does not exceed
in amount his salary or wages at that time for a period of six months Sec 77(3) |
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4.9 |
Has the company given loan (including any loan represented by a book debt) or issued
guarantee to any director or his
interested parties*? If yes, has it been given
in the normal course of business, employment terms or
pursuant to any scheme approved by the members by a special resolution and the
interest charged at a rate not less than the bank rate declared by
RBI? Sec 185
(2013) * - Interested parties are ·
Directors ·
Directors of holding
company ·
Their partners or relatives ·
Any firm in which such
director or relative is a partner ·
Any private company in
which any such director is a director or member ·
Any body
corporate wherein 25% voting right is controlled by director(s) ·
Any body corporate, the
Board of Directors, MD or Manager
accustomed to act in accordance with the directions/instructions of the
Board/any director of the Lending Company |
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5 |
Share
Capital (Sections 69 to 81, 91, 92, 94 to 97, 100, to 103, 108A to H, 149
(1A)(f), 274 (1)(c), 292, 372, 373, (In
the |
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*5.1 |
Where any fresh shares have been allotted have the various
provisions enshrined in Sections 69 to 75 been complied with? |
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*5.2 |
Is the fresh issue first offered to existing members? Sec 81 .S 81(3)(a) Not
applicable to Private companies * |
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5.3 |
If shares have been allotted for |
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5.4 |
Have the calls on shares been authorised by a resolution of
the Board of Directors?
Sec 292 |
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5.5 |
Have the calls been m |
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5.6 |
If any preference shares have been redeemed have the
provisions of section 80 been complied with? (either out of a fresh issue of
shares or a Capital redemption reserve is created) |
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5.7 |
In For altering its
share capital have the provisions of Sec 94 been complied with by means of passing
members’ resolution? |
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5.8 |
In |
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5.9 |
Where any commission has been paid to any person in
connection with the issue of shares, have the provisions of section 76 been
complied with? |
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5.10 |
Where shares are issued at a discount have the provisions
of section 79 been complied with?(resolution by company in general meeting
and confirmation by |
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5.11 |
Have directors paid any
calls on share held by them within the time stipulated? If yes, disclose as required by Sch VI. |
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*5.12 |
Have all the conditions
specified in section 149 (1) and (2) (re |
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5.13 |
In the |
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5.14 |
BUY BACK: Has any buy back of shares been m |
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5.15 |
Has any buy back of shares been
approved by articles of association? Has the offer of buy back been m Has the buy back been not more than
25% of the total paid up capital and free reserves of the Company? Has the buy back in any one
financial year been not more than 25% of the total paid up capital in that
financial year? Is the ratio of debt owed (both
secured and unsecured) by company not more than twice the capital and free
reserves after such buy back (unless a higher ratio has been prescribed by CG
in certain classes of companies) Are all shares for buy back fully
paid up? Is the buy back as per SEBI GL in Is the buy back as per any other
guidelines as have been prescribed? S
77A (2) |
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5.16 |
5.16 Has any buy back of shares more
than 10% (but less than 25%) of total
paid up capital and free reserves of the Company been approved by a special
resolution of members? If the buy back is or less than 10%
of total paid up capital and free reserves has it been authorized by the
Board in a meeting? S 292 |
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5.17 |
Has the buy back been completed within 12 months from the
date of passing special resolution or Board resolution? |
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5.18 |
Has company filed a declaration of
solvency as required under S 77A (6) with ROC and SEBI (for listed |
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5.19 |
Have the shares bought back been
extinguished /physically destroyed within seven days of the last date of
completion of buy back? |
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5.20 |
Confirm that company has not issued
any shares of same kind (incl right shares) within 6 months except by way of bonus
issue or discharge of subsisting obligations like conversion of warrants,
stock option schemes, sweat equity or conversion of preference shares or
debentures into equity? |
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5.21 |
Does company maintain a register as
prescribed in S 77A (9) for buy back shares? |
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5.22 |
Has company filed a return within 30 days of
completion of buy back with ROC (and SEBI (for listed cos)) |
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5.23 |
Have the provisions of S 79A been complied
with for issue of Sweat equity shares? |
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5.24 5.25 5.26 |
Are issues of equity shares with
differential voting rights in accordance with Companies (issue of share
capital with differential voting rights) rules 2001? S 86 Are preferential allotment of shares
in the case of unlisted public companies authorized by articles of
association and a special resolution passed by members in a general meeting
authorizing the Board of Directors to make such issue? Are
preferential allotment of shares in the case of unlisted public companies
completed within a period of 12 months from the date of special
resolution and 60 days of receipt of share application money? If not,
has the application money been repaid within 15 days thereafter, failing
which has it been repaid with simple interest accrued @ 12%
p.a? If not repaid, has this
interest been accrued? Also check no deduction
under income tax act
claimed. |
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5.27 |
Check no shares of holding
company are held by subsidiary company except where it holds
such shares as a representative or trustee or acquired before becoming
subsidiary. (Sec 19(2013)) |
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5.28 |
Check no
default made by the Company in repayment of deposits accepted, interest
payment thereon, redemption of debentures or preference shares
or payment of dividend to any shareholder, or repayment of any term loan or
interest payable thereon to any FI/bank. Note: Buy-back
is not prohibited, if the default is remedied and a period of 3 years lapsed
after such default ceased to exist. (Sec 70(2013)) |
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6 |
Reserves (Sections 78, 205 and 205A) |
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@6.1 |
Has the securities premium account been utilised only for
the objects specified in section 78? |
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@6.2 |
Has the transfer to reserves from the Profit & Loss
Account been in accordance with the companies (Transfer of Profit to
Reserves) Rules 1975?
Sec 205 |
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@6.3 |
Has the withdrawal from reserves for dividend payment been
in accordance with the Companies (Payment of Dividends out of Reserves) Rules
1975? |
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6.4 |
In
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6.5 |
In
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7 |
Loans
& Funds Borrowed [Sections 58A, 76, 125 to 127, 143, 292, 370 and 371,
293(1(d)] (In |
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7.1 |
If the company has accepted public deposits have the
various provisions of section 58A and the Companies Acceptance of Deposit
Rules, 1975 been Complied with? Specifically: Note that deposits received from a director, relative of a director
or member in a private company alone are exempt now; amounts received from
directors in public companies are covered by S 58A. Check if the Net owned funds of the Company is Rs 1 CR or
more if it has invited public deposits. Check
if amount raised by the issue of bonds or debentures secured by the mortgage
of any fixed assets referred to in Schedule VI of the Act excluding
intangible assets of the company does not exceed the market value of such
fixed assets (Notification
dated 21 March 13) Check if penal interest at 18% has been paid for overdue
deposits claimed and not paid (20% in Except as aforesaid, interest rate not to exceed 12.5%. In the Has no further deposit been accepted unless each small
depositor has been fully paid his dues?
S 58AA If
the Company has accepted deposits from small shareholders and subsequently
obtained loans from bank for working capital, the Company has to repay the
interest on deposits or deposits that are matured to the small shareholders
first. |
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7.2 |
Has the Company ensured
that it has not given loans to persons holding either its own debentures or
the debentures of companies listed in item 1 of Part 3? |
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7.3 |
If any debentures are
issued, has a resolution of the Board of Directors been taken to approve the
same? Sec 292 |
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7.4 |
Has a resolution of the
Board been taken to approve any other borrowings?
Sec 292 |
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7.5 |
Where any of the
borrowings are secured by a charge on the company’s assets or otherwise, has
a notice of the charge been served on the Registrar within 30 days of creation
of charge or within extended period of 300 days allowed by the Registrar? (300 days as per General Circular No
13/2007 dated 27.09.2007) Sec
127
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7.6 |
Has a register incorporating the prescribed particulars of
all charges been kept?
Sec 143 |
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7.7 |
Has a members’ SPECIAL resolution
been taken specifying the total amount
that can be borrowed if total borrowed funds exceed aggregate of
paid-up capital and free reserves? |
|
|
|
||||||||||||||||||||||||
|
|
Rs. |
|
|
|
|||||||||||||||||||||||
|
Secured
Loans |
|
|
|
|
|||||||||||||||||||||||
|
Unsecured
Loans |
|
|
|
|
|||||||||||||||||||||||
|
Total |
|
|
|
|
|||||||||||||||||||||||
|
Paid-up
Capital |
|
|
|
|
|||||||||||||||||||||||
|
Total
Reserves |
|
|
|
|
|||||||||||||||||||||||
|
Less: Non-free reserves |
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total |
|
|
|
|
|||||||||||||||||||||||
|
Note: Temporary
loans which are repayable on demand or within 6 months, cash credit
arrangements, bills discounted and any other short term
loans shall be excluded for the purpose of above computation. |
|
|
|
||||||||||||||||||||||||
7.8 |
In respect of non convertible portion of
debentures, has the Company created a debenture redemption reserve out of its
profits every year until such debentures are redeemed? (50% of value of debentures issued through
Public issue and 25% for privately placed debentures- for NBFC’s no need to
create DRR for privately placed debentures- for banks and AIFI no need to
create DRR) |
|
|
|
||||||||||||||||||||||||
7.9 |
Confirm the amount credited to DRR has
not been used for any purposes other than for redemption of debentures? |
|
|
|
||||||||||||||||||||||||
8 |
Creditors & Provisions (Section
205A and 417) |
|
|
|
||||||||||||||||||||||||
8.1 |
Have all unpaid dividends been deposited into a separate
bank account with 37 days of the
declaration? Have the amounts of all dividends (including interim
dividend) been deposited in a separate bank account within 5 days of
declaration of the dividend? Sec
205(1A) and S 205A |
|
|
|
||||||||||||||||||||||||
8.2 |
Have any amounts of a) dividends b) applications moneys
received c) matured deposits d) matured debentures e) interest accrued on
matured deposits/debentures remaining unpaid for seven years been paid over
to the Investor education and Protection fund? (See annexure -2) Sec 205C |
|
|
|
||||||||||||||||||||||||
8.3 |
Have
all security deposits m |
|
|
|
||||||||||||||||||||||||
9 |
Contingent Liabilities (Sections 77,
295 and 370): |
|
|
|
||||||||||||||||||||||||
9.1 |
Has the company observed restriction which forbids
guaranteeing any loans m |
|
|
|
||||||||||||||||||||||||
9.2 |
Has the company ensured that guarantees if any provided are
within the limits of S 372A (see under investments) |
|
|
|
||||||||||||||||||||||||
9.3 |
Has a register been maintained to incorporate details of
guarantees given? Sec 372A |
|
|
|
||||||||||||||||||||||||
10 |
Contributions
& Donations (Sections |
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||
10.1 |
Has the Company made any Contribution/Donation
during the year? |
|
|
|
||||||||||||||||||||||||
|
If the answer to the above is “ |
|
|
|
||||||||||||||||||||||||
|
Net Profits |
Rs. |
|
|
|
|||||||||||||||||||||||
|
Last
Year |
|
|
|
|
|||||||||||||||||||||||
|
Last
Year |
|
|
|
|
|||||||||||||||||||||||
|
Last
Year - 2 |
|
|
|
|
|||||||||||||||||||||||
|
Total |
|
|
|
|
|||||||||||||||||||||||
|
Average |
|
|
|
|
|||||||||||||||||||||||
|
5% of average profits |
|
|
|
|
|||||||||||||||||||||||
10.3 |
Is political contribution m |
|
|
|
||||||||||||||||||||||||
11 |
Sole
Selling Agents (Sections 294, 294A and 294AA): |
|
|
|
||||||||||||||||||||||||
|
NOTE: |
|
|
|
||||||||||||||||||||||||
|
Sole Selling Agents are
selling agents who exclusively receive commission for either:- |
|
|
|
||||||||||||||||||||||||
|
(a)
Sales of certain type of products, or |
|
|
|
||||||||||||||||||||||||
|
(b) Sales in certain geographic
areas, or |
|
|
|
||||||||||||||||||||||||
|
(c) Sales to certain
class of customers |
|
|
|
||||||||||||||||||||||||
11.1 |
Has the appointment of sole selling agents been approved by
a members’ resolution?
Sec 294 |
|
|
|
||||||||||||||||||||||||
11.2 |
Is
the appointment only for a period upto five years? Sec 294 |
|
|
|
||||||||||||||||||||||||
11.3 |
If the paid-up capital of the company exceed Rs. 50 lakhs
has the appointment been approved by (a) a special resolution of the members,
and (b) the Central Government?
Sec 294AA |
|
|
|
||||||||||||||||||||||||
11.4 |
Are
the Sole Selling agents other than those listed in items 23 or 24 of Part 3?
If so, is approval from Central Government taken? Sec 294 |
|
|
|
||||||||||||||||||||||||
11.5 |
Have the provisions of section 294A been complied with when
paying compensation for loss of office to a sole selling agent? |
|
|
|
||||||||||||||||||||||||
11.6 |
Are the products for which sole selling agents appointed other
than those declared by the Central Government under section 294AA (1) as not recognizing
such agents? |
|
|
|
||||||||||||||||||||||||
12 |
Sole
Purchasing or Buying Agents (Sections 294 and 294AA): |
|
|
|
||||||||||||||||||||||||
|
NOTES: |
|
|
|
|
|||||||||||||||||||||||
|
Sole buying agents purchasing agents who exclusively
receive commission for either:- |
|
|
|
|
|||||||||||||||||||||||
|
(a) Purchase of certain types of goods, or |
|
|
|
|
|||||||||||||||||||||||
|
(b) Purchase from certain geographic areas,
or |
|
|
|
|
|||||||||||||||||||||||
|
(c)
Purchase from certain class of suppliers |
|
|
|
|
|||||||||||||||||||||||
12.1 |
Are the sole buying agents other than those listed in items
23 or 24 of Part 3?
Sec 294 |
|
|
|
||||||||||||||||||||||||
12.2 |
If the paid-up capital of the company exceeds Rs.50 lakhs,
has the appointment been approved (a) by a special resolution of the members
and (b) by the Central Government?
Sec 294
|
|
|
|
||||||||||||||||||||||||
13 |
Auditors (Section 224,224A,198, 225,
233A, 233B) |
|
|
|
||||||||||||||||||||||||
13.1 |
Has the company taken our consent in writing before
proposing our reappointment as auditors last year also stating that the
appointment is within the limits specified u/s 224(1B) i.e not exceeding 20
public companies per auditor and of 10 audits for public
companies having paid up capital of Rs.25 lakhs or more?
Sec 224 |
|
|
|
||||||||||||||||||||||||
13.2 |
Have we been reappointed at the Annual General
Meeting? Sec 224 |
|
|
|
||||||||||||||||||||||||
13.3 |
Have we been intimated of our reappointment within 7 days
of the Annual General Meeting? Sec 224 |
|
|
|
||||||||||||||||||||||||
13.4 |
Have we intimated the Registrar of
our accepting the reappointment within 30 days of the Annual General
Meeting? Sec 224 |
|
|
|
||||||||||||||||||||||||
13.5 |
Has the resolution for reappointment either specified the
audit fees and expenses or specified the manner in which they shall be
fixed? Has the payment of service
tax been specifically mentioned?
Sec 224 |
|
|
|
||||||||||||||||||||||||
13.6 |
If the shareholding of parties in items 28 of Part 3 is
greater than 25% of the subscribed capital, has our reappointment been done
by a special resolution? Sec
224A |
|
|
|
||||||||||||||||||||||||
13.7 |
If the shareholding of parties in item 28 of Part 3 is
greater than 51% of the paid-up capital, has our reappointment been done by
the C&AG? (The
remuneration however shall be fixed by the company in general meeting. S
224(8)(aa)
Sec 619(2) |
|
|
|
||||||||||||||||||||||||
13.8 |
Has the appointment of any branch auditors been m |
|
|
|
||||||||||||||||||||||||
13.9 |
If a special audit vide section 233A has been ordered, have
we obtained a copy of the report? |
|
|
|
||||||||||||||||||||||||
13.10 |
If a cost audit has been ordered under section 233B have we
obtained a copy of the report? |
|
|
|
||||||||||||||||||||||||
13.11 |
Are
the observations or comments in the audit report which have an |
|
|
|
||||||||||||||||||||||||
13.12 |
Whether
the audit report states also that the P&L and BS comply with the
accounting standards referred to in S 211? S 227(3)(d) |
|
|
|
||||||||||||||||||||||||
13.13 |
Whether
the audit report states whether any director is disqualified from being
appointed as director in terms of S 274(1)(g)? S 227(3)(f) (not applicable to nominee directors) |
|
|
|
||||||||||||||||||||||||
13.14 |
Whether
the audit report states whether the cess payable u/s 441A has been paid and
if not, details of the amount of cess not so paid? |
|
|
|
||||||||||||||||||||||||
13.15 |
Confirm
that the auditor is not a) having any dues exceeding Rs 1000 /or given any
guarantee or provided security for an amount exceeding Rs 1000 b) holding any security which carries
voting rights in the auditee company. S 226(3) |
|
|
|
||||||||||||||||||||||||
13.16 |
Audit
committee: If a Public company has a paid up capital of not less than Rs 5 Cr
is there an audit committee of directors? S 292A |
|
|
|
||||||||||||||||||||||||
13.17 |
Are
the following satisfied? 1.
Are there not less than 3 directors in AC? 2.
Are at least two thirds of members of AC directors other than MD/WTD? 3.
Does the AC act as per the terms of reference specified by the Board? 4.
Does the annual report of Company disclose the composition of AC? 5.
Do the auditors, internal auditor and director finance attend all meetings? 6.
Does AC have discussions on internal control systems and scope of audit with
the auditors? 7.
Does AC review the half yearly and annual financial statements before
submission to Board? 8.
Where Board does not accept any recommendations of AC are the reasons
recorded and communicated to shareholders? 9.
Is the Chairman of AC present at AGM to provide any clarification on matters
related to audit? |
|
|
|
||||||||||||||||||||||||
14 |
Remuneration
to Others (sections 199, 200, 387 and 388): |
|
|
|
||||||||||||||||||||||||
@14.1 |
If any employee is paid a commission on net profits is the
profits computed as per question 16.1 below? Sec 199 |
|
|
|
||||||||||||||||||||||||
14.2 |
Has the company refrained from bearing any tax which is the
liability of its employees or directors?
(In |
|
|
|
||||||||||||||||||||||||
@ *14.3 |
If the company has a manager [as defined in section 2(24)]
have the provisions of sections 387 and 388 been complied with? |
|
|
|
||||||||||||||||||||||||
15 |
Depreciation (section 205 and 349): |
|
|
|
||||||||||||||||||||||||
15.1 |
Has depreciation been provided as per Schedule XIV of the
Companies Act, 1956? Has method been
disclosed in Notes to Accounts? Specifically
have assets purchased costing Rs 5000 or less per item have been
depreciated fully unless such items under Plant and Machinery constitute more than 10% of the actual cost
of total plant and machinery? Where applicable depreciation on extra shift working for
plant and machinery has been provided? Confirm no extra shift depreciation provided in respect of
items marked NESD. Where applicable depreciation related to ‘continuous
process plant’ has been provided at the rate provided? (5.28% SL or 15.33%
WDV)
Sec 205/Sch XIV Has a portion of profits not exceeding 10% been transferred
to Reserves when dividend is declared as per Companies (Transfer of Profits
to reserves rules), 1975. Where higher percentage transferred to reserves whether the
above rules have been complied with?
|
|
|
|
||||||||||||||||||||||||
15.2 |
If depreciation is lower has approval been obtained for any
payment of dividend? In |
|
|
|
||||||||||||||||||||||||
16 |
Director’s
Remuneration (Sections 198, 309, 311, 318 to 321, 349, |
|
|
|
||||||||||||||||||||||||
@
*16.1 |
For the purpose of managerial remuneration have the net
profits been recomputed after making the |
|
|
|
||||||||||||||||||||||||
@16.2 |
Does the managerial remuneration(excluding sitting fees)
include all payments to directors, any
expenditure incurred for their benefit (direct or indirect), the approximate
cost of all perquisites provided out of assets belonging to the company and
all contributions to various funds of which the directors are also
beneficiaries?* |
|
|
|
||||||||||||||||||||||||
@16.3 |
Has the remuneration paid to each director as computed in
16.2 above been within the following maximum limits?* |
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||
@16.4 |
Is the remuneration paid to Managing Director in accordance
with Section 269 and Schedule XIII to the Companies Act, 1956?* See Annexure-1 for circular on Min remuneration. Specifically check if: MD’s Age is between 25 and 70 MD is not an NRI He is not disqualified per Sch XIII If he is MD in more than one company total remuneration
does not exceed the higher maximum limit from any one of the Companies. Approval of shareholders obtained. Secretary or Practicing secretary has certified compliance. |
|
|
|
||||||||||||||||||||||||
@16.5 |
If any minimum remuneration paid to any director, exceeds
schedule XIII has the Central Government approved it? * |
|
|
|
||||||||||||||||||||||||
@16.6 |
Is the remuneration paid sanctioned by either the Articles
of Association or any resolution of the members? Sec
309 *
|
|
|
|
||||||||||||||||||||||||
16.7 |
Approval:* |
|
|
|
||||||||||||||||||||||||
*16.7.1 |
If any remuneration or commission is
paid to a director who is not a managing or whole time director, has this
been approved by a special resolution of the members.. |
|
|
|
||||||||||||||||||||||||
*16.7.2 |
Has the Central Government approval
been taken if it is paid in the course of the year itself? |
|
|
|
||||||||||||||||||||||||
*16.7.3 |
Has a new special resolution been
taken every five years? Sec 309 |
|
|
|
||||||||||||||||||||||||
16.7.4 |
When a MD or WTD gets a commission
ensure he does not get any commission or remuneration from any subsidiary. S 309(6) |
|
|
|
||||||||||||||||||||||||
*16.8 |
Has every increase in the directors’
remuneration been approved by the Central Government, if the same does not
fall within Sch XIII?# Sec 310* - In this section, director’s remuneration does not include sitting fees provided it does
not exceed the limit as stated below (16.9). Directors include managing and
whole time director.
# - No approval of
the Central Government is required for a subsidiary of a listed company on
complying with ALL of the
following conditions: a)
Have the
Remuneration Committee and Board of Directors of the Holding Company given
their consent for the amount of remuneration of the director? b)
Has the
amount been considered as remuneration paid by the Holding Company for the
purpose of section 198 of the Companies Act? c)
Has the
remuneration of the director been approved by the Holding Company in its
General Meeting? d)
Is all the
shareholders of the Subsidiary are Body Corporate? Note: In case of
sick companies, neither Central Govt. approval nor above mentioned procedures
need to be adopted, provided the remuneration is fixed by BIFR (Board for
Industrial and Financial Reconstruction). Also no approval of
Central Govt. is required, if the managerial person is not having any
interest in the capital of the Company or its holding company, directly or
indirectly or through any other statutory structures (i.e. any entity which
is entitled to hold shares in any company formed under any statute) and not
having any direct or indirect interest or related to the directors or
promoters of the Company or its holding company at any time during last two
years before or on the date of appointment and is having a graduate level
qualification with expert and specialized knowledge in the field of his
profession. |
|
|
|
||||||||||||||||||||||||
*16.9 |
Are the sitting fees for attending Board
Meetings (restricted to a maximum of Rupees twenty thousand per meeting in case of companies
with Paid up share capital and free reserves of Rs 10 Cr or turnover of Rs 50
Cr and not exceeding Rs 10000 in other cases ) paid as prescribed under Rule
10B of the Companies (Central Government) General Rules and Forms 1956?*
(Notification dated 24 July 03) |
|
|
|
||||||||||||||||||||||||
16.10 |
If any compensation is paid to any
director for loss of office, have the provisions of Sections 318 to 321 been
complied with? |
|
|
|
||||||||||||||||||||||||
16.11 |
Where
there is any Board resolution for appointment or reappointment of MD, has
form 23 required to be filed u/s 192 been filed with ROC? (also applicable to
Private Companies) |
|
|
|
||||||||||||||||||||||||
16.12 |
Is there
any compensation being paid for loss of office to
managing or whole time director or manager? If yes, has the payment been made
in accordance with the provisions of S.202(2013)? |
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||
17 |
Dividends (Sections 93, 205 and
207): |
|
|
|
||||||||||||||||||||||||
17.1 |
If
the previous year’s dividend has been paid in proportion to the paid-up value
of the shares and not equally on all shares and do the Articles authorize
this?
Sec 93 |
|
|
|
||||||||||||||||||||||||
@17.2 |
After
provision for current year’s dividend payable are the free reserves and
surplus |
|
|
|
||||||||||||||||||||||||
|
a) any amount un provided liabilities, such
as gratuity, claims against the company, tax appeals or disputes, interest
due, penalties, etc. |
|
|
|
||||||||||||||||||||||||
|
b) any amount un provided on depreciation or
amortization |
|
|
|
||||||||||||||||||||||||
|
c)
Any loss non-moving, slow-moving, damaged or obsolete inventories. |
|
|
|
||||||||||||||||||||||||
|
d)
d) Any un provided doubtful debts, loans or
advances. |
|
|
|
||||||||||||||||||||||||
|
e) Any other un provided losses as indicated
in the notes, foot-notes, etc. to the Balance Sheet? |
|
|
|
||||||||||||||||||||||||
@17.3 |
Have
the provisions of the Companies (Transfer of Profit to Reserves) Rules 1975
been complied with? Sec 205 |
|
|
|
||||||||||||||||||||||||
17.4 |
Have
the provisions of section 80A if applicable complied with before declaring
dividend on its equity shares. (redemption of irredeemable preference
shares issued before Companies (Amendment Act) 1988) Sec 205
|
|
|
|
||||||||||||||||||||||||
17.5 |
If
depreciation is not fully provided for, whether approval of central
government has been obtained before declaring dividend.
Sec 205 |
|
|
|
||||||||||||||||||||||||
18 |
Accounts
[Sections 209, 210, 211 372(10), 212, 227(3)(bb), 215, 217 and 594)] |
|
|
|
||||||||||||||||||||||||
18.1 |
Does
the company maintain books and records to enable it to ascertain all details
of its assets, liabilities, income and expenditure re |
|
|
|
||||||||||||||||||||||||
18.2 |
Has
all expenses and income accounted for an accrual basis?
Sec 209 |
|
|
|
||||||||||||||||||||||||
18.3 |
Are
all books kept at the company’s Registered Office only? In
Sec 209 |
|
|
|
||||||||||||||||||||||||
18.4 |
Where
any records are kept at branches, are detailed Sec 209
|
|
|
|
||||||||||||||||||||||||
18.5 |
Have all records for the previous 8 years been maintained?
Sec 209 |
|
|
|
||||||||||||||||||||||||
18.6 |
Have the previous year’s annual |
|
|
|
||||||||||||||||||||||||
@ *18.7 |
In
Is
the rounding off of final Sec 211 |
|
|
|
||||||||||||||||||||||||
18.8 |
In
Confirm the subsidiary
company’s financial year does not end on a day which precedes the holding company’s
financial year end by more than 6 months. Sec 212 |
|
|
|
||||||||||||||||||||||||
18.9 |
Where
any branches are not audited by us, have we obtained the branch audit
reports? |
|
|
|
||||||||||||||||||||||||
@18.10 |
Have
the annual |
|
|
|
||||||||||||||||||||||||
@18.11 |
Has
the Board approved the |
|
|
|
||||||||||||||||||||||||
@18.12 |
Has
the Board report dealt with: |
|
|
|
||||||||||||||||||||||||
|
(a) the state of affairs; |
|
|
|
||||||||||||||||||||||||
|
(b) the dividend recommended; |
|
|
|
||||||||||||||||||||||||
|
(c) the appropriation of profits; |
|
|
|
||||||||||||||||||||||||
|
(d)any significant post balance
sheet changes or events; |
|
|
|
||||||||||||||||||||||||
|
(e) the conservation of energy,
technology absorption, foreign exchange earnings and outgo; |
|
|
|
||||||||||||||||||||||||
|
(f) Details of high paid employees; (Rs 5 lakh p.m.) (The
details need not be specified in the Annual report and mention can be m |
|
|
|
||||||||||||||||||||||||
|
(g) Directors’ responsibility statement (S
217(2AA)) |
|
|
|
||||||||||||||||||||||||
|
(h)
Reasons for failure to complete buy back within the time limit specified in S
77A(4) |
|
|
|
||||||||||||||||||||||||
18.13 |
If
the Company is a foreign company has it filed the |
|
|
|
||||||||||||||||||||||||
18.14 |
Financial year: a) is the financial year not more than 15
months? If
it is more than 15 months, is it mot more than 18 months and ROC special
permission obtained? Does
the BS date precede the date of AGM by a) not more than 9 months in the Has the Annual report been submitted to ROC within
30 days of holding AGM? Has
the Annual Return been filed with ROC within 60 days from the date of holding
AGM? |
|
|
|
||||||||||||||||||||||||
19 |
Memorandum
& Articles [Sections 13, 16, 17, 31, 149 (2A)} |
|
|
|
||||||||||||||||||||||||
19.1 |
Does
Memorandum state that the “liability of the members is limited”?
Sec 13 |
|
|
|
||||||||||||||||||||||||
19.2 |
Have
all changes in the Memorandum relating to change of regd office from one
state to another or with respect to its objects been approved by a special
resolution and by the Is
any change in Objects clause of MOA approved only by a resolution passed by
Postal Ballot? Sec 17 & 192A Postal Ballot is applicable only in the Have
the changes in the Memorandum been amended in the copies that are available
in the Company? |
|
|
|
||||||||||||||||||||||||
19.3 |
Changes
in Articles:
- Have the changes in the Articles been amended in the copies that are
available in the Company? |
|
|
|
||||||||||||||||||||||||
19.3.1 |
Has every change in the
Article been approved by a specia l resolution? In the deleting or inserting
provision related to definition of Private company, has the resolution been
passed by Postal ballot? Postal Ballot is
applicable only in the companies. |
|
|
|
||||||||||||||||||||||||
19.3.2 |
Where a change of articles increases the maximum no. of directors
beyond 12, has central government sanction been taken? -*not applicable to
private company
Sec 31/259 Conversion of public into a private company – ROC’s
approval is required and Central Government approval is not required. |
|
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|
||||||||||||||||||||||||
*19.3.3 |
Where
a company commences any new business, has a special resolution authorising
such commencement been taken?
Sec 149(2A) |
|
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|
||||||||||||||||||||||||
19.3.4 |
Is
the business carried on by the company within its “objects”? |
|
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||||||||||||||||||||||||
20 |
Directors
[Sections 253, 255 to 257, 263, 266A to 266G, 270, 274 260, 313, 284, 275, 267,
268, 310, 311, 269, 317 and 309(2), 194(2013) & 195(2013)]: Form 29- Has consent to
act as directors been given to ROC (in the |
|
|
|
||||||||||||||||||||||||
20.1 |
Whether
the company has not appointed or reappointed any individual as director
unless he has been allotted a director identification numberunder sec 266B?
(Proviso to Sec 253) |
|
|
|
||||||||||||||||||||||||
20.2 |
Whether the company has, within one week of intimation of DIN by
the directors, furnished the same to the registrar or any other authority as
specified by the Central Government? |
|
|
|
||||||||||||||||||||||||
20.3 |
Whether the company, while furnishing any return, information
or particulars relating to director or containing any reference to any
director, has quoted the Director identification number in such return etc. |
|
|
|
||||||||||||||||||||||||
*20.4 |
Is atleast two-third of the directors liable to retire by
rotation at the annual general meeting? Sec 255 In the |
|
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|
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*20.5 |
Have at least one-third of the directors plus any |
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|
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20.6 |
Appointment: |
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|
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20.6.1 |
Has
every director been appointed by a resolution of the shareholders? |
|
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|
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20.7 |
If the Articles provide for qualification shares have these
been acquired by every director within 2 months of his appointment? .
Sec 270 |
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|
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20.8 |
Has any director been disqualified through the operation of
section 274 or 267? |
|
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|
||||||||||||||||||||||||
20.9 |
Has a Board resolution been passed approving appointment of
any |
|
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|
||||||||||||||||||||||||
20.10 |
Alternate
Directors: |
|
|
|
||||||||||||||||||||||||
20.10.1 |
If any alternate
directors have been appointed by the Board, is this permitted either by the
Articles or by a members’ resolution? |
|
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|
||||||||||||||||||||||||
20.10.2 |
Have alternate directors
vacated office on the return of the original directors to the State?
Sec 264 |
|
|
|
||||||||||||||||||||||||
*20.11 |
Has
any change relating to the appointment, reappointment, terms of service
contract, remuneration or any other matter of a managing or whole-time
director in conformity with Schedule XIII to the Companies Act, 1956. Sec 269
. |
|
|
|
||||||||||||||||||||||||
*20.12 |
Is
the appointment or reappointment of every managing or whole time director in
conformity with Section 269 of the Companies Act, 1956? |
|
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|
||||||||||||||||||||||||
*20.13 |
Has
the Managing Director been reappointed every five years? |
|
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|
||||||||||||||||||||||||
*20.14 |
Has
an abstract of the terms of appointment of every managing director or any
subsequent variation thereof been circulated to all members vide section 302(2)? |
|
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|
||||||||||||||||||||||||
20.15 |
If
the Company’s paid up capital is Rs 5 cr or more is it having an MD or whole
time director or manager as required under S 269? -not applicable to private company |
|
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|
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20.16 |
If any other director is appointed other than retiring
director, check the following: - Sec257. 1. Whether notice has been recd. By a company proposing a
person to be a director within 14 days from the date of holding the AGM and
whether the shareholders are communicated either by post or newspaper not applicable to private company |
|
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|
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20.17 |
Casual vacancy:- Sec262: Check the Articles. The - not applicable to private company. |
|
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|
||||||||||||||||||||||||
20.18 |
Appointment of small shareholder- director. Small shareholders mean shareholders who hold nominal value
of shares not exceeding Rs.20,000 In 1. This director is appointed in accordance with Sec 642 re a. Small shareholder director can be appointed only for a
period of 3 years and is eligible to be reappointed. b. This director cannot be a small shareholders director in
more than 2 companies. c. Appointment should be m |
|
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|
||||||||||||||||||||||||
20.19 |
Check whether the director of the company is a director in
more than 15 companies as per declaration by the director- Sec275. While computing the no. of companies in which the director
of this company is a director, check under Sec278, list of certain companies
that are to be excluded. (unlimited, S
25, Private) |
|
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|
||||||||||||||||||||||||
20.20 |
Check no forward
dealings have been entered into by any
director or key managerial personnel with the Company or its holding,
subsidiary or associate Company. (Sec. 194
(2013) ) |
|
|
|
||||||||||||||||||||||||
20.21 |
Check no trading by any director or key
managerial personnel of the Company carried out during the
availability of non-public price-sensitive information. (Sec 195
(2013) ) |
|
|
|
||||||||||||||||||||||||
21 |
Contracts
with Directors (Section 297 to 301 & 314): |
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|
|
||||||||||||||||||||||||
21.1 |
Have
all contracts or dealing with any party listed against items 8, 9, 10, 11,
12, 13, 14 or 15 of Part 3 been brought to the notice of the Board at the
earliest date? Sec 297 |
|
|
|
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21.2 |
Have
all contracts or dealings referred to above, other than those with parties
listed against items 14 or 15 of Part 3, been approved by a Board
resolution?
Sec 297 |
|
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|
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21.3 |
Has
every interested director refrained from participating in or voting on any
resolution covered by question 21.2 above? Sec 300 |
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|
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21.4 |
In
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|
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21.5 |
Have
all directors m |
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|
||||||||||||||||||||||||
21.5.1 |
Have all contracts or arrangements referred to in 21.2
above which tantamount to an office or place of profit in the company, having a remuneration of Rs 10000 or more per
month been approved by a special resolution of the members? S 314 (Applicable
to Private Ltd cos too) (Even perquisites and taking a place free of rent
will tantamount to ‘office or place of profit’; check this out) |
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|
||||||||||||||||||||||||
21.5.2 |
Have such contracts also been approved by the Central
Government, if the consideration Involved averages out to Rs. 50,000 p.m. or
more? S 314(1B) (Applicable to Private Ltd. |
|
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|
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21.6 |
Is there a procedure whereby every party appointed to an
office or place of profit declares that it is not connected to a director in
any of the ways mentioned in items 8 to 13 of part 3? |
|
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|
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21.7 |
Has
a register incorporating all details of every contracts or disclosure covered
by questions 21.1 and 21.5 above been maintained vide section 301? |
|
|
|
||||||||||||||||||||||||
21.8 |
Has the
Company entered into any non-cash transactions (i.e.
consideration other than cash) with any director or his
interested parties or its holding/ subsidiary/associate companies ? If yes, prior approval at general
meetings of the Company as well
as its holding company (where holding company is involved) taken? (Sec. 192 (2013)) |
|
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|
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22 |
Meetings (Section 165, 166, 193, |
|
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|
||||||||||||||||||||||||
22.1 |
Has
a statutory meeting been held within 6 months and after one month from the
date of the company was entitled to commence business *
Sec 165 |
|
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|
||||||||||||||||||||||||
@22.2 |
Will the next Annual General Meeting be held within 6
months of the end of the financial year? Sec 166
|
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|
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22.3 |
Has the first annual general meeting been held within 18
months of Incorporation? Sec 166 |
|
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|
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@22.4 |
Will the Annual General Meeting be held within 15 months of
the preceding Annual General Meeting? Sec
166 |
|
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|
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22.5 |
In the Check for the length of notice of meetings -21 clear days
in the a. In b. In |
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|
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22.6 * |
Check if there is proper quorum for the meeting- In the
case of Public Company, 5 members personally
present if no. of members as on meeting date not exceeding
1000, 15 members if more than 1000 but not
exceeding 5000, 30 members if exceeding 5000. In the case of Private Company, 2 members
personally present, shall be the quorum. |
|
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|
||||||||||||||||||||||||
22.6.1 |
Has a Board Meeting been
held at least in each quarter?
Sec 285 |
|
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|
||||||||||||||||||||||||
22.6.2 |
Have at least 4 Board
meetings been held in every calendar year? Sec 285 |
|
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|
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22.6 |
Have the minutes of all meetings held entered in the
member’s and Board’s minutes books? Sec 193 |
|
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|
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22.7 |
Has every page of the minutes been initialed and the last
page signed and dated by the Chairman? Sec 193
|
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|
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22.8 |
Do the Board minutes give the names of all directors
present there at? Sec 193 |
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|
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22.9 |
In
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|
||||||||||||||||||||||||
22.10 |
If
circular resolution is passed check if: Sec289 The
resolution is permitted to be approved by a circular resolution and it is
been approved in the next Board Meeting. The following cannot be passed by way of circular resolution: 1.
Sec262, Sec292, Sec297, Sec299, Sec308, Sec316, Sec386, Sec372A. Minutes
to be bound once a year. |
|
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|
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23 |
Miscellaneous: |
|
|
|
||||||||||||||||||||||||
23.1 |
Has
the appointment or re-appointment of any firm or body corporate to an office
or place of profit in the company been restricted to maximum 5 years? Sec 204 |
|
|
|
||||||||||||||||||||||||
23.2 |
If
the company has appointed manager (as defined in Section 2(24), have the
provisions of section 384 to 388A and 302(1) been complied with? |
|
|
|
||||||||||||||||||||||||
23.3 |
Has
the company ensured that it does not at the same time have a managing
director as well as a manager as above? Sec 197A |
|
|
|
||||||||||||||||||||||||
23.4 |
If
the company has a paid-up capital of Rs. 500 lakhs or more, has it appointed
a qualified Secretary? Sec 383A and Rules |
|
|
|
||||||||||||||||||||||||
23.5 |
If any assets were acquired together
with any charge that existed thereon, has the same been registered?
Sec 127
|
|
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|
||||||||||||||||||||||||
23.6 |
Have
the directors always acted within the provisions of the Articles? Check if
Articles in any |
|
|
|
||||||||||||||||||||||||
23.7 |
Has
members’ resolution been taken for selling, leasing or disposing of a
substantial portion of the assets or business? * Has
this approval been obtained through a Postal Ballot? Sec 293 (1)(a) Postal ballot is
applicable only in the |
|
|
|
||||||||||||||||||||||||
23.8 |
Has
approval of the members been taken for any variation in terms of any
contracts referred to in any prospectus or statement in lieu of prospectus
issued by the company any time in the past?
Sec 61 |
|
|
|
||||||||||||||||||||||||
23.9 |
Registered
office: Has any registered office
change from one state to another been approved by Special resolution and confirmed
by Central Government? Sec 17. Has
any registered office change from one place to another within the state (from
the jurisdiction of one ROC to another) been confirmed by Regional Director?
S 17A Has
any change of registered office outside the local limits of any city, town or
village been approved by Special resolution passed by Postal Ballot? S 146(2)
–Postal Ballot is applicable only for listed companies. |
|
|
|
||||||||||||||||||||||||
23.10 |
In
Whether a company
secretary is appointed where the paid up capital exceeds 2 crores? |
|
|
|
||||||||||||||||||||||||
24 |
Postal Ballot- S 192A |
Yes |
No. |
N.A. |
||||||||||||||||||||||||
|
Have the following been done only
through postal ballot in a) alteration in the Object Clause of
Memorandum;* (b)
alteration of Articles of Associations in relation to deletion or insertion
of provisions defining private
company; * (c)
buy-back of own shares by the company under sub-section (1) of section 77A; (d)
issue of shares with differential voting rights as to voting or dividend or
other wise under sub-clause (ii) of clause (a) of section 86; (e)
change in place of Registered Office out side local limits of any city, town
or village as specified in sub-section (2) of section 146;* (f)
sale of whole or substantially the whole of undertaking of a company as
specified under sub-clause (a) of sub-section (1) of section 293;* (g)
giving loans or extending guarantee or providing security in excess of the
limit prescribed under sub-section (1) of section 372A;* (h)
election of a director under proviso
to sub-section (1) of section 252; (j) Variation in the
rights attached to a class of shares or debentures or other securities as
specified under section 106. |
|
|
|
||||||||||||||||||||||||
25 |
Levy for Cess towards rehabilitation
and revival fund |
Yes |
No. |
N.A. |
||||||||||||||||||||||||
|
Has the Company paid cess as
prescribed by CG (not less than .005% and not more than .1% of turnover or
gross receipts whichever is more)? (Ref no. ----date----; amount Rs
----- |
|
|
|
||||||||||||||||||||||||
26 |
Sick industrial company |
Yes |
No. |
N.A. |
||||||||||||||||||||||||
|
Has the
company, if an industrial company(i.e. company with one or more industrial undertakings
coming under S 3(aa) of IDR Act, 1951 but not including a SSI
undertaking), become a sick industrial
company S 2(46AA): i.e.: a) Is the accumulated loss in any FY
equal to or more than 50% of its average net worth during 4 years immediately
preceding such FY? or b) Has it failed to repay its debts
within any three consecutive quarters on demand by a creditor or creditors of
the Company? If
yes, has the Board of directors made a reference to the National Company law
Tribunal and prepared a scheme of revival and rehabilitation and submitted
the same to Tribunal? S 424A (Not
applicable to Govt company unless prior approval of central or state government
obtained) Has
this reference been made within 180 days of the Board coming to know of the
relevant facts giving rise to the reference? Is
the application to Tribunal accompanied by a certificate from an auditor from
a panel prescribed by the Tribunal indicating: a) The reasons of the net worth of such
company being 50% or less than 50%? or
b) The default in repayment of debt
making such company a sick company, as the case may be. (?!) |
|
|
|
||||||||||||||||||||||||
27 |
Special
Resolutions (S.180(2013)) |
|
|
|
||||||||||||||||||||||||
27.1 |
Has the consent of the
members by a special resolution obtained in the case of: (a) Sell, lease or otherwise
dispose of the whole or substantially the whole of the undertaking (exceeding
20% of the net worth or total income during the
previous financial year) of the Company? (b) Investing in trust
securities the amount of compensation received by it
as a result of any merger or amalgamation? (c) Remittance or giving time for the
repayment of any debt due from a director? |
|
|
|
||||||||||||||||||||||||
Minimum
remuneration Notification No GSR 36(E), dated 16 Jan 02:
Annexure-1
Notwithstanding anything contained in this Part, where in any
financial year during the currency of tenure of the managerial person, a
company has no profits or its profits are in
(A) not exceeding the ceiling limit of Rs.24,00,000 per annum
or Rs.2,00,000 per month calculated on the following scale :-
S.No |
Effective
capital of Company |
Monthly remuneration
payable shall not exceed (Rs.) |
1 |
Less than rupees 1 crore |
75,000 |
2 |
Rs.1 crore or more but less than Rs. 5 crores |
1,00,000 |
3 |
Rs. 5 crores or more but less than Rs. 25 crores |
1,25,000 |
4 |
Rs. 25 crores or more but less than Rs. 50 crores |
1,50,000 |
5 |
Rs. 50 crores or more but less than Rs. 100 crores |
1,75,000 |
6 |
Rs. 100 crores or more |
2,00,000 |
Provided that the ceiling limits specified under this
sub-paragraph shall apply, if –
(i)Payment of remuneration is approved by a resolution passed
by the Remuneration Committee;
(ii)The company has not m
(B)not exceeding the ceiling limit of Rs.48,00,000 per annum
or Rs.4,00,000 per month calculated on the following scale :-
S.No |
Effective
capital of Company |
Monthly remuneration
payable shall not exceed (Rs.) |
1 |
Less than rupees 1 crore |
1,50,000 |
2 |
Rs.1 crore or more but less than Rs. 5 crores |
2,00,000 |
3 |
Rs. 5 crores or more but less than Rs. 25 crores |
2,50,000 |
4 |
Rs. 25 crores or more but less than Rs. 50 crores |
3,00,000 |
5 |
Rs. 50 crores or more but less than Rs. 100 crores |
3,50,000 |
6 |
Rs. 100 crores or more |
4,00,000 |
Provided that the ceiling limits specified under this
sub-paragraph shall apply, if –
(i)payment of remuneration is approved by a resolution passed
by the Remuneration Committee;
(ii)the company has not m
(iii)A special resolution has been passed at the general
meeting of the company for payment of remuneration for a period not exceeding
three years;
(iv)a statement along with a notice calling the general
meeting referred to in clause (iii) is given to the shareholders containing the
following information, namely;
I. General Information:
(1)Nature of industry
(2)Date or expected date of commencement of commercial
production
(3)In
(4)Financial performance based on given indicators
(5)Export performance and net foreign exchange collaborations
(6)Foreign investments or collaborators, if any.
II. Information about the appointee:
(1)Background details
(2)Past remuneration
(3)Recognition or awards
(4)Job profile and his suitability
(5)Remuneration proposed
(6)Comparative remuneration profile with respect to industry,
size of the company, profile of the position and person (in
(7)Pecuniary relationship directly or indirectly with the
company, or
relationship with the
managerial personnel, if any.
III. Other information:
(1)Reasons of loss or in
(2)Steps taken or proposed to be taken for improvement
(3)Expected increase in productivity and profits in
measurable terms.
IV. Disclosures:
(1)The shareholders of the company shall be informed of the
remuneration package of the managerial person.
(2)The following disclosures shall be mentioned in the Board
of director’s report under the he
(i)All elements of remuneration package such as salary,
benefits, bonuses, stock options, pension etc. of all the directors;
(ii)Details of fixed component and performance linked
incentives along with the performance criteria;
(iii)Service contracts, notice period, severance fees;
(iv)Stock option details, if any, and whether the same has
been issued at a discount as well as the period over which accrued and over
which exercisable.
(C)exceeding the ceiling limit of Rs.48,00,000 per annum or
Rs.4,00,000 per month calculated on the following scale :-
S.No |
Effective
capital of Company |
Monthly remuneration
payable shall not exceed (Rs.) |
1 |
Less than rupees 1 crore |
1,50,000 |
2 |
Rs.1 crore or more but less than Rs. 5 crores |
2,00,000 |
3 |
Rs. 5 crores or more but less than Rs. 25 crores |
2,50,000 |
4 |
Rs. 25 crores or more but less than Rs. 50 crores |
3,00,000 |
5 |
Rs. 50 crores or more but less than Rs. 100 crores |
3,50,000 |
6 |
Rs. 100 crores or more |
4,00,000 |
Provided that the ceiling limits specified under this
sub-paragraph shall apply, if –
(i)Payment of remuneration is approved by a resolution passed
by the Remuneration Committee;
(ii)the company has not m
(iii)a special resolution has been passed at the general
meeting of the company for payment of remuneration for a period not exceeding
three years;
(iv)a statement along with a notice calling the general
meeting referred to in clause (iii) is given to the shareholders containing the
following information, namely; -
I. General Information:
(1)Nature of industry
(2)Date or expected date of commencement of commercial
production
(3)In
(4)Financial performance based on given indicators
(5)Export performance and net foreign exchange collaborations
(6)Foreign investments or collaborators, if any.
II. Information about the appointee:
(1)Background details
(2)Past remuneration
(3)Recognition or awards
(4)Job profile and his suitability
(5)Remuneration proposed
(6)Comparative remuneration profile with respect to industry,
size of the company, profile of the position and person (in
(7)Pecuniary relationship directly or indirectly with the
company, or relationship with the managerial personnel, if any.
III. Other information :
(1)Reasons of loss or in
(2)Steps taken or proposed to be taken for improvement
(3)Expected increase in productivity and profits in
measurable terms.
IV. Disclosures :
(1)The shareholders of the company shall be informed of the
remuneration package of the managerial person.
(2)The following disclosures shall be mentioned in the Board
of director’s report under the he
(i)All elements of remuneration package such as salary,
benefits, bonuses, stock options, pension etc. of all the directors;
(ii)Details of fixed component and performance linked
incentives along with the performance criteria ;
(iii) Service contracts, notice period, severance fees;
(iv) Stock option details, if any, and whether the same has
been issued at a discount as well as the period over which accrued and over
which exercisable.
Provided further that the conditions specified in
sub-paragraph (C) shall apply in the
Provided also that the prior approval of the Central
Government is obtained for payment of remuneration on the above scale.
(b) after
Explanation III, the following Explanations shall be inserted, namely,-
“Explanation IV :- For the purposes of this section,
“Remuneration Committee” means that a committee which consists of at least
three non-executive independent directors including nominee director or nominee
directors, if any.
Explanation V :- For
the purposes of this clause, the Remuneration Committee while approving the
remuneration under this section, shall,-
(a)take into account, financial position of the company,
trend in the industry, appointee’s qualification, experience, past performance,
past remuneration etc.
(b)be in a position to bring about objectivity in determining
the remuneration package while striking a balance between the interest of the
company and the shareholders.
Explanation VI :- for
the purposes of Paragraph 1, “ negative effective capital” means the effective
capital which is calculated :-
(a)in accordance with the provisions contained in Explanation
I of this Part;
(b)less than zero”.
Notification
GSR 565(E) dated 14.8.02
Maximum remuneration in case of
managerial personnel in respect of companies in Special Economic zones in case
of no profits/inadequate prfits: Rs
2,40,00,000 p.a (or Rs 20 lakhs p.m.)
Conditions:
1. Company has not raised any money by public issue of shares or debentures in
2. No default is made in repayment of
its debts (incl public deposits) or debentures or interest payable for a
continuous period of 30 days in any FY.
Investor education
and protection fund:
Annexure-2 DCA clarification on unpaid dividend
The Department of Company
Affairs (DCA) has issued a clarification on the transfer of "unpaid
dividend and other unclaimed amount" to the Investor Education and
Protection Fund (IE&PF)
DCA has clarified that all
`unpaid dividend account' of a company on or after October 30, 1995 or which
have remained unpaid or unclaimed for a period of seven years from the date of
transfer should be transferred to the IE&PF together with interest accrued
thereon, unless they have already been transferred to the general revenue
account of the Central Government prior to the enactment of the Companies
(Amendment) Act, 1999.
Regarding `other unclaimed
amounts' the Department has said that all such amount which have remained
unclaimed or unpaid as on October 30, 1991, (irrespective of the number of
years they have remained unclaimed or unpaid as on date) and which remained
unclaimed or unpaid as on October 31, 1998, should be transferred to the
IE&PF unless such amounts have been paid to the parties before the
enactment of the Companies (Amendment) Act, 1999.
Further, in respect of such
amounts, which have become due for payment after
These `other unclaimed
amounts' include application moneys received by companies for allotment of any
securities and due for refund, matured deposits with companies, matured
debentures with companies, and the interest accrued on them.
Further, the Department
also said that since the Fund became operational only on
Prior to the amendment of
Section 205A and the enactment of Section 205C by the Companies (Amendment)
Act, 1999 with effect from October 31, 1998, companies were required to
transfer to the general revenue account of the Central Government any moneys
transferred to the "unpaid dividend account" which remained unpaid or
unclaimed for a period of three years from the date of such transfer.
Therefore, all amounts
transferred to the `unpaid dividend account' of the company on or before
With the amendment of
Section 205A and the enactment of 205C, it is now provided with effect from
October 31, 1998 that any moneys transferred to `unpaid dividend account' of
the company and remaining unpaid or unclaimed for a period of seven years from
the date of such transfer shall be transferred to IE&PF, the Department
said.
Companies (Amendment) Act, 2006
"610 B. (1) Notwithstanding anything contained in this Act, and without
prejudice
to the provisions contained
in section 6 of the Information Technology Act, 2000, the
Central Government may, by
notification in the Official Gazette, make rules so as to
require from such date as may
be specified in the rules, that—
(a) such applications, balance-sheet, prospectus,
return, declaration,
memorandum of association,
articles of association, particulars of charges, or
any other particulars or
document as may be required to be filed or delivered
under this Act or rules made
there under, shall be filed, through the electronic
form and authenticated in
such manner as may be specified in the rules;
(b) such document, notice, any communication or
intimation, required to
be served or delivered under
this Act, shall be served or delivered under this
Act through the electronic
form and authenticated in such manner as may be
specified in the rules;
(e)such fees, charges or
other sums payable under this Act or
rules made
there under shall be paid
through the electronic form and in such manner as may
be specified in the rules
G.S.R. 739 (E). – In exercise of the powers
conferred by clause (a) of sub-section (1) of section 642 of the Companies Act,
1956 (1 of 1956), read with sub-section (3C) of section 211 and sub-section (1)
of section 210A of the said Act, the Central Government, in consultation with
National Advisory Committee on Accounting Standards, hereby makes the following
rules, namely:-
Explanation: For the purposes of clause (f), a company
shall qualify as a Small and Medium Sized Company, if the conditions mentioned
therein are satisfied as at the end of the relevant accounting period.
(2) Words and expressions used herein and not defined in these rules but
defined in the Act shall have the same meaning respectively assigned to them in
the Act.
1.The Central Government hereby prescribes Accounting Standards 1 to
7 and 9 to 29 as recommended by the Institute of Chartered Accountants of
India, which are specified in the Annexure to these rules.
2.The Accounting Standards shall come into effect in respect of
accounting periods commencing on or after the publication of these Accounting
Standards.
1.Every company and its auditor(s)shall comply with the Accounting
Standards in the manner specified in Annexure to these rules.
2.The Accounting Standards shall be applied in the preparation of
General Purpose Financial Statements.