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Document Name 	 Checklist of Companies Act, 1956 	Prepared By: ANUJ KEASHRI

CHECKLIST ON COMPANIES ACT 1956

SUBJECT/SECTION	DESCRIPTION OF DOCUMENT, RETURN, NOTICE ETC. TO BE FILED PRESCRIBED 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 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. 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 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

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)

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.500 per day 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.500 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.500. 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

10.		Prohibition of issue of shares with disproportionate rights Section 88 Check whether: •	No shares, carrying disproportionate rights as to the following, have been issued: I.	Voting rights II. Rights in the company as to dividend or capital III. Otherwise which are disproportionate to the rights attaching to the holders of other shares •	The section is not applicable to preference shares 11.		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

12.	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 13.			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.50 per day of default. 14.		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.50 per day of default.

15.	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 16.		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

17.		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 18.		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 CLB •	order of the CLB complied with	Where an order was made by the CLB the notice of order to be given to the Registrar	Form 21 19.	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				20.		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.500 per day of default- the charge would become void against liquidator or creditor. 21.		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.500 22.		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.500 per day of default- the charge would become void against liquidator or creditor. 23.			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.500 per day of default- the charge would become void against liquidator or creditor.

24.		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. 25.		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. 26.		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

27.		Rectification by CLB 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 •	If so, petition made to CLB in accordance with the CLB Regulations,1991and order obtained Petition to be filed with CLB Order of CLB to be filed with ROC	Form 1of Annexure II to the CLB Regulations, 1991 Order of CLB. Notice of such order was given to Registrar in Form 21 with ROC

28.			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.50 per day of default. 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.500 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 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 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.50 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.50 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 •	In case of private company certificate u/s 43A(8) to (9) signed and filed along with the return	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.50 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 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.100 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.20 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 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. 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.500 per day during which failure continues 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.1000 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.50 per day of default.

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		Notice 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 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.5000; any officer in default upto Rs.10000 and appointment of managing/whole-time director/manager comes to an end. In addition appointee to be liable to a fine of Rs.10000 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 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

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 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. 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.50 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 76.	Register of directors shareholdings Section 307 Check that : •	register was duly kept at the registered office and contained the specified particulars 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: 1.	where investment to be made in bodies corporate under the same group or not as the Company exceeds 30% of the subscribed capital and free reserves 2.	where the investment to be made is in excess of 30% of the subscribed equity share capital or paid up equity and preference capital whichever is less of the investee company •	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.1000 and further fine upto Rs.100 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.1000 and further fine upto Rs.100 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.