SUBJECT/SECTION
|
DESCRIPTION OF DOCUMENT, RETURN,
NOTICE ETC. TO BE FILED
|
FORM |
TIME
WITHIN WHICH TO BE FILED
|
EFFECT
OF FAILURE TO FILE
|
|
1.
|
Alteration of MOA
Section 16, 17&18
Check that
(i)
In
respect of alteration in object clause :
·
Alteration
falls under any of the purposes specified in section 17(1)(a) to (g)
·
special
resolution has been passed
(ii)
In respect of shifting of registered
office from one state to another
·
Alteration
falls under any of the purposes specified in section 17(1)(a) to (g)
·
special
resolution has been passed
·
provisions
of Company Law Board Regulations, 1991 regarding petition to the CLB had been
complied with
·
the
CLB has confirmed the alteration
·
the
Registrar issued the certificate registering the alteration
·
any
extension of time for filing the CLB order with the ROC was sought (Section
18(4) ) if so whether the documents filed within the extended period
|
(i)
Copy
of Special resolution along with the copy of notice for General Meeting
(ii)
A
certified copy of the CLB order confirming change of company’s objects
together with a printed copy of the MOA as altered.
|
(i)
i) Form21
(ii)
ii)
Form 23
|
i)
30 days (One Month) from the date of
passing of the resolution
ii)
3
months from the date of order or such further time as extended by the CLB
|
Alteration ineffective unless a copy of CLB order is filed
with the ROC.
CLB’s order void and inoperative after the time allowed.(
Section 19)
|
2.
|
Alteration of AOA
Section 31
Check
that:
·
Whether the articles of the company
were altered? If so, whether a special resolution was passed
·
In
case of conversion of a public company into private company an approval from
the Registrar of Companies is required
|
Return for alteration in the AOA
|
Form 23
|
Within 30 days of passing of the resolution
|
Penalty/Late fees to be charged
|
3.
|
Prohibition of allottment unless minimum subscription is
received
Section 69
In case of first allottment, check before allottment
whether:
·
the
minimum subscription of 90% has been received
·
the
amount payable on application on each share being not less than 5% of the
nominal amount to be received
·
the
same was deposited in a scheduled bank until certificate to commence business
had been obtained
·
the
above amount was received before the expiry of 120 days after the first issue
of prospectus? If not, whether the amount was repaid to applicants within 130
days after the issue of prospectus
In case of subsequent allottment, check that
·
the
amount payable on application on each share was not less than 5% of the
nominal amount of the share
|
Fine upto Rs. 50,000/- for non –refund of allotment money.
(Promoter, director and any other person is knowingly responsible)
|
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4.
|
Allottment of shares or debentures
Section 72
Check that:
·
If a
prospectus was issued no allotment was made until the beginning of the 5th
day after that on which the prospectus was first so issued or such later time
as specified in the prospectus
·
Where
a public notice was given u/s 62, no allottment was made until the beginning
of the 5th day after such public notice
|
Every officer in default Rs. 50,000/-
|
5.
|
Allottment of shares and debentures to be dealt in on
stock exchange
Section 73
Check whether:
·
the
prospectus contained a statement to the effect that an application had been
made/ would be made to one or more recognised stock exchange for listing
·
If
so, the names of stock exchange(s) was/were specified in the prospectus
·
such
application was made along with the documents and particulars specified in
Rule 19 of the Securities Contracts (Regulations) Rules, 1957, before the
10th after the first issue of prospectus
·
permission
was obtained from stock exchange(s) before the expiry of 10 weeks from the
date the of closing of subscription lists
·
any
appeal was made against the refusal to list the shares
·
the
company has repaid the amount received from applicants within 8 days after
the expiry of the prescribed period, if no application was made or permission
was not obtained or the appeal was dismissed
·
the
application money received in excess was repaid within 8 days of the company
becoming liable to repay
·
the
moneys received were kept in a separate bank account
·
such
money was not used for purposes other than those mentioned in subsection (3A)
|
Company & every director in default
Interest Rate 4% -15%
|
6.
|
Return of allotment
Section 75
Check that
·
The
Return is not required if it is reissue of forfeited shares.
|
Return of Allotment
(i)In case of bonus shares stating the number and nominal
amount of shares and names, addresses and occupation of allottees together
with a copy of the resolution authorising the issue.
(ii) In the case of
shares allotted otherwise than in cash together with the verified copies of
the contracts constituting the title of the allottees together with contract
of sale or contract of service or other consideration in respect of which
allotment was made and a return stating the number and nominal amount of
shares, the paid-up value to be deemed and the consideration for which they
are allotted.
(iii) In the case of shares issued at discount, together
with a copy of resolution authorising the issue, a copy of the CLB’s order
sanctioning the issue and the order of the Central Govt. permitting the issue
at a discount higher than 10 per cent.
|
Form 2
|
30 days after allotment.
|
Every officer in default punishable with fine upto Rs.5000
per day (extend upto Rs. 50,000/- of default for not filling the Form 2
|
7.
|
Shares (not being bonus shares) allotted for consideration
other than in cash
Section
75(2)
|
Particulars of contract relating to shares otherwise than
in cash where the contract is not reduced to writing.
|
Form No. 3
|
30 days after allotment.
|
Every officer in default punishable with fine upto Rs.5,000
per day of default;
|
8.
|
Power to pay certain commission etc.
Section 76
Check whether
·
such
payment authorised by AOA
·
Rate
does not exceed the rate authorised by the AOA or 5%/2.5% of the price at
which shares/debentures issued
whichever is less
·
The
payment of commission and number of shares/debentures agreed to be subscribed
were disclosed in the prospectus/statement in lieu of prospectus/circular, as
the case may be
|
i)
A statement of amount or rate (per cent) of the commission payable for
underwriting share/ debenture where these are not offered to the public.
ii)
A copy of contract for the payment of underwriting commission.
|
Form 4
|
i) Before the payment of commission.
ii)At the time of registration of a prospectus or
statement in lieu of prospectus
|
The company and every officer in default punishable with
fine upto Rs.5,000.
|
9.
|
Certificate of shares
Section 84
Check whether:
·
the
company had issued/renewed share certificate and maintained proper records of
certificates issued etc., in accordance with The Companies (Issue of Share
Certificates) Rules, 1960
|
If the intent to defraud renew a share certificate then fine
for co Rs. 1 Lakh & every officer in default fine upto Rs. 1 Lakh and
imprisonment upto 6 months
|
10.
|
Calls on shares of same class of shares to be made on
uniform basis.
Section 91
Check whether
·
any
calls made during the year
·
calls
made on uniform basis
·
calls
made by resolution passed at the board meeting
|
11. r
|
Power of limited company to alter its share capital
Section 94
Check that the alteration, if authorised by its articles,
had been made in any of the following ways:
·
increasing
its share capital by issuing new shares
·
consolidate
or divide all or any of its share capital into shares of larger amount
·
conversion
of shares into stock or vice versa
·
sub-divide
its shares into shares of smaller amount than fixed by the memorandum
·
cancel
the shares not taken by any person at
the date of passing of resolution and diminishing the amount of the shares so
cancelled
·
the
powers conferred above had been exercised by the company in its general
meeting
|
Relevant forms to be filed with ROC are specified u/s 97
|
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12.
|
Notice to Registrar of Consolidation of shares, conversion
of shares into stock
Section 95(1)
|
Notice of consolidation of shares, conversion of shares
into stock, reconversion into shares, sub-division of shares, redemption of
redeemable preference shares or cancellation of shares.
|
Form 5
|
30 days of doing so.
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default.
|
13.
|
Notice to Registrar of Increase in share capital or the
number of members Section 97(1)
|
Notice of increase of share capital (a company having
share capital) and the number of members (a company other than one limited by
shares).
|
Form 5
|
30 days of passing the resolution for increase.
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default.
|
14. Tr
|
Transfer not to be registered except on production of
Instrument of transfer
Section 108
Ensure that:
·
instrument
received for transfer in Form 7B was duly executed and stamped
·
delivery
within the validity period
a)
in
case of quoted shares, the date on which register of members is closed, for
the first time after presentation or within 12 months of such presentation,
whichever is later
b)
in
any other case within 2 months
·
signature
of the transferor agreed with the
specimen signature filed with the company
·
the
shares were not subjected to any lien unless permitted by articles
·
the
power of attorney if any, under which an instrument was executed, was in
order.
·
The
stamps affixed on the instrument had been duly cancelled in accordance with
the Stamps Act
|
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15.
|
Transfer by legal representative
Section 109
Ensure whether the following have been obtained:
·
succession
certificate or probate or letter of administration and in case of small
holdings, indemnity bond or affidavit
on non-judicial stamp paper
·
certified
copy of death certificate
·
specimen
signature of the successors to the shares
|
16.
|
Application for transfer
Section 110
Check that:
·
the
application can be made by either the transferor or the transferee
·
in
case the application has been made by the transferor to transfer partly paid
up shares the transfer shall not be registered, unless the company has given
notice of transfer to the transferee and the transferee has given a no
objection to the same within 2 weeks of receipt of notice
|
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17.
|
Power to refuse registration and appeal against refusal
Section 111
Check whether :
·
such
refusal was permissible under AOA
·
notice
of refusal was sent to both the parties within 2 months of receipt of
instrument of transfer or to the person giving intimation of transmission
·
reasons
for such refusal given
·
any
appeal was made against such refusal to the Tribunal
·
order
of the Tribunal complied with
|
Where an order was made by the Tribunal the notice of
order to be given to the Registrar
|
Form 21
|
Co and every officer in default Rs. 10000 & Rs. 1000/-
per day till default contines
|
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18. icates
|
Limitation of time for issue of certificates
Section 113
Check that
·
In
case of allotment
a)
whether certificates kept
ready for delivery within 3 months of allottment
b) The Board Committee resolution passed
to issue share certificate
c)
The share certificates were
in the form and manner as required under the Companies (Issue of Share
Certificates) Rules, 1960
d)
suitable entries made in
relevant register
·
In
case of transfer, check whether:
a)
certificates
kept ready for delivery within of 2 months of application therefor
b)
The
Board Committee resolution passed to issue share certificate
c)
The
share certificates were in the form and manner as required under the
Companies (Issue of Share Certificates) Rules, 1960
d)
suitable
entries made in relevant register
|
Penalty Rs. 5000 per day
|
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19.
|
Particulars of charges and registration thereof
Section 125(1)
Check whether :
·
If
the charge created fall into any one of the categories of registerable
charges u/s 125(4)
|
Particulars of charges together with the instrument, if
any, creating or evidencing the charge.
|
Forms 8 and 13
|
30 days of creation of a charge.
|
The company and every officer in default punishable with
fine upto Rs.5000 per day of default- the charge would become void against
liquidator or creditor.
|
|
20.
|
Registration of charges on properties acquired subject to
charge
Section 127(1)
Check whether:
In case of property acquired by a
company subject to a charge which is required to be registered u/s 125(4),
the company has registered it
|
Particulars of charges together with a certified copy of
the instrument creating a charge in respect of the property acquired by a
company subject to charge.
|
Forms 8 and 13
|
30 days of acquisition or 30 days of receipt of copy of
the instrument, if the property is situated outside India and charge is
created there.
|
The company and every officer in default punishable with
fine upto Rs.5000
|
|
21.
|
Particulars in case of series of debentures entitling
holders pari passu and registration thereof
Section 128
Check whether:
·
Any
charge has been created to secure a series of debentures registrable u/s
125(4)
|
(iii)
Particulars
of the total amount secured by the whole series, date of resolutions
authorising the issue of the series, date of debenture trust deed, general
description of the properly charged, names of trustees for debenture holders.
(iv)
|
Forms 10 and 13
|
30 days of execution of deed or debentures as the case may
be
|
The company and every officer in default punishable with
fine upto Rs.5000 per day of default- the charge would become void against
liquidator or creditor.
|
|
22.
|
Particulars in case of commission etc. on debentures
Section 129
Check whether:
Any commission, discount or allowance has been paid to any
person for subscribing or procuring or agreeing to subscribe or procure any
debenture
|
Particulars of commission, discount or allowance for
underwriting debentures.
|
Form 10
|
Along with particulars to be registered under sections 125
and 128
|
The company and every officer in default punishable with
fine upto Rs.5000 per day of default- the charge would become void against
liquidator or creditor.
|
|
23.
|
Modification of charges
Section 135
Check whether:
·
Any
terms or conditions or the extent of operations of any charge registered u/s
125 are or is modified
|
Particulars of modification of charges as to terms and
conditions or extent or operation of charge.
|
Forms 8 and 13
|
30 days of modification
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default- the charge would become void against
liquidator or creditor.
|
24.
|
Instrument creating charge to be kept at the registered
office
Section 136
Check
whether :
·
A
copy of instrument creating or modifying charge/s, a copy of debentures of
the series, if any, required to be registered, has been kept at the
registered office.
|
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25.
|
Satisfaction of charge
Section 138(1)
Check whether:
·
company
has made payment or satisfied in full any registered charge
|
Intimation as to payment or satisfaction of charge
|
Forms 17 and 13
|
30 days from the day of payment or satisfaction.
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default – the charge would become void against
liquidator creditor
|
26.
|
Rectification by Central Govt. of register of charges
Section 141
Check
whether:
·
Company
has made any delay/omission /misstatement in filing particulars of charge
created/modified, or issue of debentures of a series or intimation of
satisfaction of charge to Registrar
|
27.
|
Notice of company's registered office
Section
146
Check whether:
I. In case of new company it has a
registered office within 30 days of incorporation or from the day of its
carrying on business whichever is earlier
II. In case of any change in situation of
registered office
·
within
local limits of city, town or village, board resolution was passed
·
outside
the local limits of city, town or village, special resolution was passed in
general meeting and provisions of section 17 & 18 complied with
|
Notice of situation of company’s registered office and any
change of situation.
|
Form 18
and Form 23, if special resolution is passed
|
30 days of incorporation or change as the case may be.
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default.
|
28.
|
Right to Inspect copies of instrument creating Charges
& Co’s Register of Charges
Section 144
Section 136 & sec 143 – Books are open for inspection
at least 2 hours in business days on payment of fees
|
The company and every officer in default punishable with
fine With Rs. 500 & further fine Rs.200 per day of refusal continies
|
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29.
|
Restriction on commencement of business
Section
149(1)&(2)
Check
whether:
Where
the company having a share capital has issued a prospectus
·
it
has allotted shares of an amount equal to the minimum subscription after
filing prospectus with ROC
·
application
and allottment money from the directors on the shares taken or contracted to
be taken by them has been collected
·
permission
from the stock exchanges, where shares are proposed to be listed has been
obtained and the application money does not become refundable
·
certificate
of commencement of business has been obtained from ROC
|
I.
Verified
declaration by a director or secretary or where a company has not appointed a
secretary, a secretary in whole time practice, stating that provisions of
section 149(1)(a), (b)& (c) with respect to commencement of business by a
company having share capital which has not issued a prospectus, have been
duly complied with.
II.
Verified
declaration by a director or secretary or where a company has not appointed a
secretary, a secretary in whole-time practice, stating that provisions of
section 149(2)(b) with respect to commencement of business, by a company
having share capital which has not issued a prospectus, have been duly
complied with.
|
I.
Form
19
II.
Form
20
|
Before commencing business or exercising borrowing power.
|
Every person responsible for contravention punishable with
fine upto Rs.5000 per day during which contravention continues.
|
Where
the company having a share capital has not issued prospectus :
·
payment
of application and allottment money in cash has been made by the directors
·
statement
in lieu of prospectus prepared in accordance with Schedule III of the
Companies Act, 1956 has been filed with ROC
·
No
shares have been allotted for three days after filing of the statement in
lieu of prospectus
certificate of commencement of business obtained from ROC
|
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30.
|
Restriction on commencement of business
Section
149(2A)
Check
whether:
·
Company
had commenced any business not falling under “main objects” or "other
objects” clause of the memorandum and not germane to the business carried on
·
If
so, special resolution passed at the general meeting
·
If
resolution was proposed as special but passed only by a simple majority, whether
approval obtained from the Central Govt.(Section 149(2B))
|
Verified declaration by one of the directors or secretary
or where the company has not appointed a secretary, a secretary in whole-time
practice
|
Form 20A and 23
|
Before commencing new business.
|
Every person responsible for contravention punishable with
fine upto Rs.500 per day during which contravention continues.
|
31.
|
Register of members
Section 150
Check whether:
·
maintained
properly specifying particulars about share holders and their shareholdings
|
Non – Maintainence Rs. 500 Per day
|
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32.
|
Index of members
Section 151
·
If
the company has more than 50 members, check whether the company maintains an
index of members
|
33.
|
Annual Return to be made by a company having a share
capital
Section
159
Check whether:
·
company
has filed the Annual Return in prescribed form within the prescribed time
|
Annual return together with the statement specifying the
reasons for not holding A.G.M. in case it is not held by the latest date.
|
Schedule V Part II
|
60 days from the date of A.G.M. or from the latest day on
which it should have been held.
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default.
|
34.
|
Annual Return to be made by a company not having a share
capital
Section 160
|
Annual return should contain the particulars specified in
sections 160(1)&(2)
|
Form 21A
|
60 days from the date of A.G.M. or from the latest day on
which it should have been held.
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default.
|
35.
|
Further provisions regarding annual return and certificate
to be annexed
Section 161
Check whether:
·
Annual
return duly signed by director and secretary
·
If
no secretary, duly signed by 2 directors including managing director, if any
·
In
case of a company whose shares are listed on stock exchange, whether Annual
Return signed by secretary in whole-time practice
|
Certificates as required by section 161(2) signed by both
the signatories of a return to be annexed thereto.
|
Along with annexed return
|
The company and every officer in default punishable with
fine upto Rs.500 per day of default.
|
|
36.
|
Place of keeping and inspection of registers and returns
Section 163
I.
To
be kept at registered office
II.
If
kept else where check whether:
·
authorised
by a special resolution
·
resolution
filed with the registrar within 30 days
·
registers
etc. are preserved or destroyed according to companies (preservation and
Disposal of Records) Rules, 1966
·
the
register of documents destroyed has been
maintained
·
inspection
was facilitated and copies sent on requisition within ten days
|
Form 23
|
30 days from the date of passing of resolution
|
37.
|
Statutory report
Section
165(1)
Check whether:
·
The
statutory meeting held within 6 months after one month from the date the
company was entitled to commence business
·
The
delay in holding the statutory meeting by shorter notice was condoned
unanimously by members entitled to attend and vote at the meeting if the
report was sent less than 21 days before the meeting
|
Certified copy of the statutory report
|
Form 22
|
Forthwith after copies of the report have been sent to the
members
|
Every director or officer in default punishable with fine
upto Rs.500
|
38.
|
Quorum for meeting of members
Section 174
Public company - 5 members
Private company - 2 members
(or more members if so prescribed by the AOA)
If within half an hour the quorum was not present, check
whether:
·
it
was dissolved, if the meeting convened upon the requisition of members
·
it
was adjourned in any other case for next week to the same day, time and place
or as determined by the Board
If
If no quorum was present at the adjourned meeting within half an hour,
check if the meeting was held with the members present
|
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39.
|
Chairman of the meeting of members
Section 175
Check whether:
·
provisions
of AOA followed
·
chairman
was elected from among the members personally present in the first instance
on a show of hands
If a I If a poll was demanded, on the election of
chairman whether it was taken forthwith by the chairman elected on a show of
hands
|
40.
|
On becoming beneficial owner of shares in the company
Section
187-C
Where the company has received a declaration in Form I
and/ or Form II from ostensible owner and person having a beneficial interest
in shares, check that:
·
the
fact was noted in the register of members
|
Declaration by a company in Form III filed with ROC
|
Form I, II & III under the Companies (Declaration of
beneficial interest in Shares) Rules, 1975
|
30 days of receipt by a company of such declaration
|
The company and every officer in default punishable with
fine upto Rs.1000 per day of default.
|
41.
|
Registration of certain resolutions and agreements
Section 192
Where a special resolution or a resolution in terms of
section 192(4)(b) to (f) was passed. Check whether:
·
A
copy filed with ROC
·
A
copy of resolution which has the effect of altering the articles and
agreement were embodied in or annexed to every copy of articles issued
thereafter where articles have been registered
·
on a
request by a member along with payment of Re.1, whether a printed copy of
such resolution/ agreement/Articles was sent to the member
|
A printed or type-written and duly certified copy of every
resolution and agreement specified in section 192(4) together with a copy the
statement of material facts (Explanatory Statement) annexed as per section
173 to the notice of the meeting where resolution is passed.
|
Form 23
|
30 days from the date of passing the resolution for making
the agreement.
|
The company and every officer in
default punishable with fine upto Rs.200 per day of default.
|
42.
|
Minutes of proceedings of general body and other meetings
Section 193
Check whether:
·
minutes
books properly maintained for Board, its committee and general meetings
·
the
proceedings of each meeting entered in the register within 30 days of the
meeting
·
the
pages were consecutively numbered and each page of record of proceedings was
initialled or signed and the last page of the record of proceedings was dated
and signed:
i) in case of general meeting by the
chair man of same meeting within 30 days of the meeting and in the event of
his death/inability by a director duly authorised by the board for this
purpose
|
ii)in case of board meeting/its committee meeting, by the
chairman of the same meeting or that of the succeeding board meeting
·
minutes
of proceedings were not attached or pasted in the minutes book
·
minutes
contained a fair and correct summary of the proceedings
·
cuttings/alterations
were duly authenticated
·
appointments
of officers, if any, made at any meeting had been recorded
In
case of a board meeting check whether:
·
names
of directors present mentioned
·
leave
of absence granted was recorded names of directors dissenting from or not
concurring in the resolution were recorded
|
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43.
|
Overall maximum managerial remuneration and managerial
remuneration in case of absence or inadequacy of profits
Section 198
Check whether:
·
overall
managerial remuneration was within the limits of 11% of net profits of the
company as computed in the manner laid down in sections 349, 350,and 351
·
In
case of companies having no profits or inadequate profits, check whether
managerial remuneration is paid in accordance with Section II of Schedule
XIII. If not, whether the approval of the Central Government has been
obtained.
|
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44.
|
Restriction on appointment of firm or body to office or
place of profit under a company
Section 204
Check that:
·
no
firm or body corporate was appointed or employed in any office or place of
profit under the company except as a trustee for the holder of debentures of
the company for a period not exceeding five years at a time
|
45.
|
Dividend to be paid only out of profits
Section 205
Check whether
·
Dividend
was declared out of profits after providing for depreciation u/s 205(2). If
no depreciation was provided, approval obtained from Central Govt. before
declaring any dividend
·
The
minimum prescribed amount had been transferred in reserves according to the
Companies (Transfer of profits to reserves) Rules, 1975, before declaring any
dividend
·
Conditions
governing transfer of higher percentage complied with.
·
Board
resolution recommending dividend was passed
·
Register
of members was closed in accordance with Section 154
·
Dividend
declared only in AGM
·
Dividend
paid to registered holder within 42 days or to their order (Section 207)
·
In
case of NRIs, approval of RBI obtained
·
In
case of listed company, intimation sent to stock exchanges.
|
||||
46.
|
Unpaid dividend
Section
205A
Check whether
·
Unpaid/Unclaimed
dividend had been transferred to 'Unpaid dividend Account' to be opened with
a scheduled bank within 7 days from the expiry of 42 days from the date of
declaration of dividend
·
The
amount of unclaimed/unpaid dividend had been transferred to General Revenue
A/c of Govt. within 3 years from the date of transfer to the Unpaid Dividend
A/c as per the Companies Unpaid Dividend (Transfer to the General Revenue A/c
of the Central Govt.) Rules,1978
·
Statement
of unpaid/unclaimed dividend filed with ROC
·
Shareholders
of the company have been informed about the particulars of the unpaid
dividend transferred to General revenue A/c of the Central Govt. either
individually or along with the notice of next AGM of the company
|
Statement giving the particulars of unpaid/unclaimed
dividend duly certified by a practicing CS, CA, CWA or the auditors of the company
|
Form I of the companies unpaid dividend (Transfer to
General Reserve Account of Central Govt) Rules, 1978
|
30 days from the date of transfer
|
Every officer of the company in default shall be
punishable with fine which may extend upto to Rs.5000 per day during which
failure continues.
Interest 12% Pa to be paid to member of Co.
|
47.
|
Books of account to be kept by company
Section
209(1)
Check
whether:
·
Books
of account kept at the registered office
·
If
not, whether board resolution passed
·
Ensure
that the books of account are maintained on accrual basis and according to
the double entry system of accounting
·
Books
of account maintained in good order for a period of 8 years together with
their vouchers, invoice and connected records
|
Notice of the address of the place other than registered
office of the company if the board of the company decides to keep the
company’s books of account at such place.
|
Form 23-AA
|
7 days of the decision taken by the board.
|
A person in
default punishable with fine upto Rs.10000 or with imprisonment upto 6 months
or with both.
|
48.
|
Financial year of holding company and subsidiary
Section 213
Check whether:
·
a
board resolution was passed
·
any
application was made to the Central Government under this section, for
extension of financial year and to laying of relevant accounts at annual
general meeting, holding of annual general meeting and filing of annual
return
·
whether
any instructions received from the Central Government
|
||||
49.
|
Section
220
Check whether
·
Balance
Sheet were adopted by AGM
·
Where
the no AGM was held three copies of balance sheet along with a statement of
reasons for not holding AGM were filed within 30 days from the latest day on
which such meeting ought to have been held
·
In
case of private company, balance sheet and profit and loss account filed
separately
|
Three copies each of balance sheet and profit and loss
account and other documents required to be attached or annexed to balance
sheet.
|
-
|
30 days of A.G.M. at which these were laid or where A.G.M.
not held on or before 30 days from latest day when A.G.M. should have been
held.
|
The company and
every officer in default punishable with fine upto Rs.500 per day of default.
Penalty is provided as per Sec. 162 for default in complying with the
provisions of Sec 159, 160 and 161.
|
50.
|
Appointment and remuneration of auditors
Section 224, 225&226
Check whether:
·
person
appointed as auditors to be Chartered Accountant within the meaning of the
Chartered Accountant's Act, 1949, and was not subject to any disqualification
·
auditors
were appointed at the annual general meeting of the company and the
remuneration was fixed, or, the manner in which it should be fixed, was
determined
·
in the case of first auditors, they were
appointed by the Board within one month of registration of the company and the remuneration was
fixed
·
certificate
as to limits of audit was obtained from the auditors
·
if
no auditor was appointed in the annual general meeting, a notice thereof was
sent to the Regional Director in time (section 224A)
·
intimation
of the appointment was sent to the auditors within 7 days thereof
|
Certificate by an auditor as to whether he has accepted or
refused to accept appointment as an auditor.
|
Form 23 B
|
30 days from the date of receipt of intimation of
appointment from the company.
|
|
51.
|
Audit of cost accounts in certain cases
Section 233B
Check whether:
·
the
company was required to maintain cost records u/s 209(1)(d) read with Cost
Accounting Record Rules
·
was
there any order from Central Government to
get a cost audit conducted
·
Board resolution appointing the
qualified person
as cost auditor
·
approval
of the Central Government to appoint
such person
·
within
30 days of receipt of a copy of the cost
audit report, full information and
explanations'
were submitted
to the Central Government, on
every
reservation and qualification contained in
such report
·
copy
or part of the report was circulated to the
members along with the notice of
annual general
meeting, if
required by the Central Government
|
||||
52.
|
Appointment of directors and proportion of those who are
to retire by rotation
Section 255
In case of public company or its subsidiary check that:
·
the
provisions of the articles require all the directors to retire at the annual
general meeting or not less than 2/3rd of the total strength of the board was
liable to retirement by rotation at such annual general meeting
·
such
2/3rd directors have been appointed at the annual general meeting
|
||||
53.
|
Ascertainment of directors retiring by rotation and
filling of vacancies
Section 256
Check whether:
·
the
total number of directors liable to retire by rotation was calculated in the
specified manner, and such directors retired
|
||||
54.
|
Right of the company to increase or decrease the number of
directors
Section 258
Check whether:
·
the
increase was within the limits prescribed in the AOA
·
the
increase or reduction was authorised by a resolution passed at the general
meeting
|
||||
55.
|
Increase in number to require Central
govt. approval
Section 259
Check whether:
·
the
number of directors increased above the maximum permissible
·
AOA
altered by passing special resolution
·
Notice
u/s640B was published as specified in section 640B(2)(b) and attached to the
application
|
Application giving the prescribed particulars along with
certified copies of MOA & AOA
along with resolutions
|
Forms 24 and 23
|
56.
|
Additional directors
Section260
check whether:
·
the
appointment was made by the Board
·
the
maximum strength fixed by the Board was not exceeded by appointment
·
the
additional director hold office upto the date of next annual general meeting
|
Form 32
|
30 days from the date of appointment
|
||
57.
|
Filling of casual vacancies among directors
Section 262
Check whether:
·
the
casual vacancy was duly filled up at a meeting of the board by passing a
resolution at a board meeting
·
such
person vacated the office on a date when the original director would have
vacated
|
Form 32
|
30 days from the date of appointment
|
||
58.
|
Consent of candidate for directorship to be filed with the
company and consent to act as a director to be filed with the Registrar
Section
264
Check whether
·
The
consent of the candidate for directorship
u/s 257 was duly filed with the company
·
A
director other than those specified has filed his consent to act as the
director within 30 days of his appointment
|
Consent in writing to act as a director
|
Form 29
|
30 days from the date of appointment.
|
A director
cannot act as such unless consent has been filed.
|
59.
|
Consent by the First Director
Section
266
Check whether:
·
Requisite
consent of the director for being named in AOA, prospectus, statement in lieu
of prospectus was obtained
·
Power
of Attorney duly stamped was received, in case of an agent was appointed by
the director
|
Consent in writing by the First director to act as a
director together with an understanding to take and pay for qualification
shares, if any, or an affidavit stating that such shares have already been
registered in his name.
|
Form 29
|
Any time registration or publication of prospectus or
filing a statement in lieu of prospectus as the case may be.
|
A director
cannot act as such unless consent has been filed.
|
60.
|
Appointment/reappointment of managing or whole time
director
Section 269 & Schedule XIII
Check whether:
·
In
case of public company or subsidiary of the public company having a paid up
capital of Rs.5 crores or more, Managing Director/Wholetime director/Manager
is to be appointed
·
Board/General
meeting resolution passed.
·
If
the condition stipulated in Schedule XIII have been complied with, if not,
whether the approval of the central government obtained for
appointment/re-appointment of managing/whole-time director
·
the
requirements of section 316 complied with if the managing director was also
the managing director of another company.
·
A
notice under section 640B was published as specified in section 640B(2)(b)
and attached with the application, if Central Government approval required.
·
If
the government had not approved the appointment, ensure that managing
director etc. vacated his office immediately.
|
I.
Return
of appointment of managing/ whole-time director/ manager.
II.
Application for approval of Central
Govt.
|
I
Form 25C
II
Form 25A
|
Within 90 days from the date of appointment.
|
Appointment in contravention of
Schedule XIII results in company liable to fine upto Rs.50000; any officer in
default upto Rs.100000 and appointment of managing/whole-time
director/manager comes to an end.
In addition appointee to be liable to
a fine of Rs.100000 and to refund entire amount of salaries commission &
perquisites received between date of appointment and passing of orders.
|
61.
|
No person to be a director of more than 20 companies.
Section 275
Check whether
·
Any
of the directors of the company were holding directorships in more than 20
companies. (excluding the companies mentioned in section 278)
|
||||
62.
|
Board to meet at least once in every three calendar
months.
Section 285
Check whether
·
the
requisite number of Board meetings during the year had been held
|
63.
|
Quorum for meetings of board of directors
Section 287
Check whether:
For every board meeting 1/3rd of its total strength or two
directors whichever is higher was present (interested directors will not be
counted for the purpose of quorum)
|
||||
64.
|
General powers of the Board
Section 291
Check that:
·
Board
did not act or do any thing which was required to be done by the company in
general meeting
·
while
exercising general powers, the board had followed the provisions of the
Companies Act or any other act, or the MOA or AOA of the company or any other
regulations duly made
|
||||
65.
|
Certain powers to be exercised by board only at the
meeting
Section 292
·
powers
to make calls on shareholders, to issue debentures, to borrow moneys
otherwise than on debentures, to invest the funds, to make loans were
exercised only by means of resolution passed at the meeting of the board
·
resolutions
regarding the powers given for
(i)borrowing money otherwise than on debentures (ii) investing funds
(iii) making loans, specify the extent limit in each case
|
66.
|
Restrictions on powers of board
Section 293
check whether:
·
provisions
of subsection 1 been conformed to
·
consent
of the company in general meeting obtained
·
board
exercised the powers in accordance with the conditions contained in the
resolution
|
Rs. 50000/- or 5% of profit as per
Section 349 & Section 350.
|
|||
67.
|
Prohibition on the company to make any political
contributions
Section 293A
Check whether:
·
Any
political contribution was made by the company in contravention of the Act
·
Board
resolution passed
·
donations
were disclosed in the Annual
Accounts
|
||||
68.
|
Contribution to any National Defence Fund
Section 293B
Check
whether:
·
Board
resolution/general meeting resolution passed to this effect
·
the
total amount of contributions had been disclosed in the profit and loss
account of the financial year to which the amount related
|
||||
69.
|
Loans to directors etc.
Section 295
Check whether:
·
The
loan falls under the exemption contained in subsection(2), if not, whether
Central Govt. approval obtained
·
Any
loans etc. were provided in contravention of the provisions of this section
and guidelines made by Central Govt. in this regard
|
Rs. 50000/- simple imprisonment upto
6 months.
|
70.
|
Board's sanction to be required for certain contracts in
which directors are interested
Section 297
Check
whether:
·
exempting
provisions contained in subsection 2 were applicable
·
If
not, consent of the board obtained by resolution passed at the board meeting
for entering into the contracts in which directors are interested
·
Previous
approval of the Central Government obtained, if the paid-up share capital of
the company is not less than Rs.1 crore
·
the
particulars of the contract were entered in register of contracts etc. u/s
301
|
Application to be made to Central Govt.
|
Form No. 24A
|
Previous approval required
|
Fine upto 50000
|
71.
|
Disclosure of interest by directors
Section 299
Check
whether:
·
The
disclosure were duly were by all the directors
·
general
notice of disclosure had been duly annexed duly renewed
·
particulars
of interest entered in the register of contracts, etc. in accordance with the
provisions of sec. 301
·
notice
duly given for changes in directorship/membership etc. by the directors
|
Form No.24AA
|
|||
72.
|
Interested director not to participate or vote in board's
proceedings.
Section 300
Check
whether the exemption provisions contained in the sub- section (2) were
applicable, if not, check that:
·
no
director took part in any discussion , or voted on any contract or agreement
in which he was interested nor his presence was counted for the purpose of
forming a quorum at the time of any such discussion or vote.
|
73.
|
Register of contracts, companies and firms in which
directors are interested.
Section 301
Check
that:
·
the
particulars of Form 24AA are duly entered in the register of contracts.
·
the
relevant particulars of all contracts or arrangements to which section 297 or
section 299 applies are entered in the register.
·
the
register duly placed before the meeting of the board and duly signed by all
the directors present.
|
Fine upto 50000
|
|||
Disclosure to members of directors interest in contract
appointing manager, managing director (managing agent or secretaries &
treasurer)
|
Within 21 days from entering contract
|
The company and every officer in
default punishable with fine upto Rs.10000.
|
|||
74.
|
Register of directors
Section 303
Check whether:
·
The
company kept the register of directors at its registered office
·
The
register contained the specified particulars and was up-to-date
|
Return in duplicate containing the particulars specified
in register of directors, managing director, manager and secretary and
notification in duplicate of any change among directors etc.
|
Form 32
|
30 days from the date of appointment of first directors
and 30 days from the date on which change took place.
|
The company and every officer in
default punishable with fine upto Rs.500 per day of default.
|
75.
|
Duty of directors etc. to make disclosure
Section 305
Check
that:
·
directors
including deemed directors, managing director, manager or secretary made
necessary disclosure within 20 days of appointment/ relinquishment of the
office
|
Director, etc shall be punishable
with fine upto Rs. 500/-
|
|||
76.
|
Register of directors shareholdings
Section 307
Check that :
·
register
was duly kept at the registered office and contained the specified
particulars
|
Section 308 fail to comply with Sec
307 shall be punishable for the term which may extend to two years or with
fine 50000/- or both
|
|||
77.
|
Remuneration of directors
Section 309
Check whether
·
The
payment of remuneration to directors was within the limits and in the manner
provided by sections 198, 309 & 310
·
The
remuneration so paid was in accordance with the provisions of
Articles/resolutions passed in General meeting/approval of Central Govt.
·
The
computation of net profit was done in accordance with the provisions of
Sections 349 and 350
·
No
other remuneration was paid to a director in any other capacity except as
permitted
·
Approval
of Central Govt. obtained for payment, if any, made in excess of specified
limits
·
Excess
payment, if any, to a director was duly refunded or Central Govt.'s
permission obtained for waiver, if any.
|
||||
78.
|
Provision for increase in remuneration to require
Government sanction
Section 310
Check whether
·
Increase
in accordance with Schedule XIII
·
If
not, whether approval of Central Govt. Obtained
|
Application to be made to Central Govt.
|
Form 26
|
||
79.
|
Increase in remuneration of managing director
reappointment/appointment after Act to require government sanction
Section 311
Check that:
·
Increase
in accordance with Schedule XIII
·
no
increase in the remuneration effected without Central Govt.'s approval
·
no
tax free payment was made (section 200)
·
a
notice u/s 640B was published as specified in section 640B(2)(b) and attached
with the application
|
Application to be made to the Central Govt.
|
Form 26
|
||
80.
|
Appointment and terms of office of alternate directors
Section 313
Check that:
·
AOA
or a resolution of the company passed in general meeting provide for the
appointment of alternate directors
·
Resolution
for appointment of alternate director to act for the original director passed
during his absence for a period not less than 3 months from the state in
which the meeting of the Board are ordinary held
·
the
appointments were duly made
·
Particulars
entered in the register of directors
·
Alternate
directors effectively vacated the office on return of original director to
the state or on the expiry of the original director's term
|
Requisite information about the alternate director as duly
given by the director
|
Form 29 &32
|
Within 30 days of passing the resolution
|
Penalty/Late fees to be charged
|
81.
|
Director, etc. not to hold office or place of profit
Section 314
Check that:
·
a
director of the company or his partner or relative etc. hold any office or
place of profit carrying monthly remuneration of Rs.10000 or more
·
the
necessary declaration was obtained from every individual firm, private co. or
other body corporate appointed to any office or place of profit pursuant to
sub-section (2A)
·
special
resolution was duly passed at the general meeting of the company held for the
first time after the holding of such office or place of profit.
·
prior
approval of the Central Government and company in General Meeting obtained where monthly remuneration was not
less than Rs.20000
·
if
appointment was not approved the concerned person vacated his office
immediately.
|
Form 23 and 24B.
|
|||
82.
|
Member of companies of which one person may be appointed
managing director
Section 316
Check whether:
·
the
company employed any person as managing director, if he was either the
managing director or the manager of any other company
·
If
so, a unanimous resolution (for such appointment) was duly passed at a
meeting of the board with the consent of all the directors present at the
meeting
·
Specific
notice of the appointment and resolution were given
·
Central
Govt. approval obtained, when a person was appointed managing director of
more than 2 companies
|
Form No.23
|
Within 30 days of passing of the resolution
|
||
83.
|
Determination of net profits
Section 349
Check whether
·
it
was computed in accordance with the provisions of this section
·
credits
and deductions specified in this section had been duly made
|
||||
84.
|
Ascertainment of depreciation
Section 350
Check whether:
the depreciation calculated with reference to the written
down value of the assets as shown by the books of the company at the end of
the financial year at the rate specified in Schedule XIII
|
85.
|
Loans etc. to companies under the same management
Section 370
Check whether:
·
Board
resolution was passed
·
A
special resolution is passed in general meeting:
1.
for loans to companies under the
same management irrespective of the
amount
2.
for loans to companies not under the
same management where the aggregate of loans exceeds 30% of the aggregate of
subscribed capital and free reserves of the lending company
·
Prior
approval of the central Govt. was obtained
in the following cases:
1. where the loans given to bodies
corporate under the same management as of the company exceeds 30% of the
subscribed capital and free reserves of the lending company
2. where the loans given to bodies
corporate not under the same management as the company exceeds 30% of the
subscribed capital and free reserves of the lending company
·
register of loans was maintained with
specified particulars
·
particulars
of every loan, guarantee etc. were entered in the register within three days
of making such loans
·
register
to be maintained at the registered office and to be kept open for inspection
and extracts thereof to be supplied to members, if required, on payment of
the requisite fees
|
Form 23, if special resolution passed
FORM 34AA if Central Government approval required along
with the requisite enclosures and by payment of the prescribed fees.
|
30 days from the date of passing of the resolution.
|
86.
|
Purchase by company of shares etc. of other companies
Section 372
Check that:
·
notice
of the resolution to be moved at the meeting of the board had been given to
each director along with the notice of meeting resolution passed by the
consent of all the directors present, except those who were not entitled to
vote
·
the
investment is approved the investing company by a resolution and the approval
of the
Central Government is obtained in the
following cases:
·
register
of investments with prescribed particulars was maintained
·
particulars
in the register were entered within 7 days of making such investments
·
register
of members to be kept at registered office of the company to make it available
for inspection and extracts thereof were supplied to members on payment of
requisite fees
·
a
statement showing all the investments in the bodies corporate was annexed to
the balance sheet of the company
|
Form 34 B
|
87.
|
Employees'
securities to be deposited in Post Office Savings Bank or Scheduled Bank
Section 417
Check whether:
·
money
or security deposited with the company by its employees in pursuance of
contracts of service was deposited within 15 days in a post office saving
bank account or in a special account with the State bank of India or any
other scheduled bank
·
no
portion of such money or securities was utilised by the company except for
the purposes agreed into the contracts
of service
|
||||
88.
|
Provisions applicable to provident fund of employees
Section 418
Check whether:
·
moneys
contributed whether by company or by employees to the provident fund
constituted by the company were properly deposited in a post office saving
bank account or in a special account with the State Bank of India or any
other scheduled bank within 15 days
·
if a
trust has been created for this purpose, whether the contributions of the
employees and contribution of the company paid to the trustees within 15 days
from the date of collection
|
||||
89.
|
Documents etc. to be delivered to the Registrar by
companies carrying on business in India
Section 592
Check whether
·
the
documents specified were duly certified and filed with ROC
|
Documents and particulars specified in the section by
foreign companies carrying on business in India.
|
Form 44
|
30 days of establishment of place of business in India.
|
The company and
every officer or agent of the company in default punishable with fine upto
Rs.10000 and further fine upto Rs.1000 per day of default.
|
90.
|
Documents of any alterations made to be delivered to the
Registrar
Section 593
Check whether :
·
Any
alteration made
·
If
so, ROC informed
|
Return in case any alteration is made in:
i)MOA, AOA or the charter
ii)the registered or principal office
iii)the directors or
secretaries
iv)the name and the address of any person authorised to
accept services or documents
v)principal place of business in India
|
Forms 49 & 52
|
||
91.
|
Accounts of foreign companies
Section
594
Check whether:
·
Balance
Sheet and Profit and Loss account with necessary particulars and annexure as
laid before the general meeting, if, no whether exempted/ modified by Central
Govt.
|
Three copies of Balance Sheet and Profit and Loss Account
and other documents required by the provisions of the act to be annexed or
attached thereto by other companies (being in English or with certified
translation in English )or every calendar year together with three copies of
a list of all places of business in India.
|
-
|
9 months from the close of the financial year.
|
The company and
every officer or agent of the company in default punishable with fine upto
Rs.10000 and further fine upto Rs.1000 per day of default.
|
92.
|
Foreign
company ceasing to have place of office in India
Section
597
Check whether :
·
ROC
at New Delhi as well as of the state where place of business is situated
informed
|
Notice on ceasing to have a place of business in India.
|
Form 52
|
Forthwith.
|
|
93.
|
Registration of charges, appointment of receiver and books
of account
Section 600
Check whether
·
The
applicability and compliance of sections 118, 124 to 145, 159, 209, 209A,
233A, 233B, 234 to 246
|
Particulars of charges, appointment of receiver,
modification and satisfaction of charges as required to be registered under
sections 124 to 145.
|
Forms 55, 56, 57, 58, 59 &60
|
30 days of creation of charge.
|
As prescribed in
relevant sections.
|
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