Company Law Questionnaire

COMPANY LAW QUESTIONNAIRE
PART - 1
INTRODUCTION
The companies Act lays down detailed provision regarding various matters
and casts an obligation upon directors and officers of the company to
carry the requirement of law. It is the duty of the directors and
management to ensure that various provisions have been complied with.
However where non-compliance has a bearing upon the accounts and
transaction of the company, the auditor may have an obligation to bring it
to the notice of the shareholders. These sections are given in the italics in
the questionnaire.
The questionnaire proper is in three parts. Part 2 must be filled in first in
the case of private companies to decide whether the company is private
or public. Part 3 is to be filled by the Secretary of the company. The
replies should be got on a separate page and be signed by him or, if there
is no Secretary, by the Chief Executive of the company. We should verify
this to the extent possible from the various statutory registers maintained
under the relevant sections of the Companies Act.
Part 4 of the questionnaire is the main section. The replies must be given
by the staff member concerned by putting his initials against each
question thereof in one of the three columns Yes, No or Not Applicable
(N.A.)
Staff must be careful in answering questions as some of them are
negatively worded and they must be answered accordingly. Any question
answered with a No will indicate a prima facie irregularity. It is possible,
however, that the company will be exempted under some other provision
of the concerned section of the Act. If this is so, the relevant sub-section
should be stated alongside with the words exempted.
Certain of the questions can only be answered at the final stage of the
audit, when the draft accounts, the draft Board Report and the draft notice
to the Annual General Meeting are available. These have been marked
with an @sign. Questions, which need not be answered by private
companies (qualifying as such under part 2 of this questionnaire), are
marked with an asterisk -*.
PART 2
(Section 3)
(to be filled in only in the case of private companies)
S.N
Description
o
1 If the company is a Private Company:
Does its articles of association: a) restrict the
right to transfer its shares; b) limit the no. of
members to 200 excluding employees and exemployees; c) prohibit any invitation to the
public
to
subscribe
for
any
of
its
shares/debentures; d) prohibit any invitation or
acceptance of deposits from persons other
than members , directors or relatives? (Take a
copy of latest MOA and put in Permanent file)
1.1 Has it complied with the provisions of its
Articles restricting share transfers?
Is1.2thetotal number of members less than 200
excluding employees and ex-employees ?(Joint
holders to be counted as one) State the actual
no. of members.-----1.3 Has it avoided inviting the public to subscribe
to its shares?
1.4 Have you ensured that either under unsecured
loans or under current liabilities there are no
deposits or loans from other than members,
directors or their relatives? Refer to the
schedule detailing these persons and amounts
of loans.----
Yes
No
N.A.
2 Has it ensured that the total of shares held in it

by a Public company, does not exceed 50% of
the paid-up share capital? Also it is not a
subsidiary of a Public company in which case,
it becomes a Public company itself
Note:
If the answer to any of the above questions is no,
the company will be a public company. If none of the
answers is no the company will be a private company and
all the questions in parts 3 and 4 of this questionnaire
marked with an asterisk will not apply to it and need not be
answered.
S.N
Description
Yes No
N.A.
o
3 In the case of a Private Company:
WEF 13.12.2002, is the Minimum paid up
capital Rs 1 lakh?
PART 3
ASSOCIATE PARTIES & DEFINITIONS
(Sections 2, 4, 108, 294AA, 297, 299, 295 and 303)
S.No
Cross
ref.
of
details
or Mark
N.A.
Description
1 Holding Companies:
1.1 Give the name of this companys holding company.

1.2 Give the names of the holding company of the
immediate holding company and the further holding
companies of the former.
2 Subsidiary Companies
2.1 Give the names of the subsidiary companies of this

company.
2.2 Give
the names of
immediate subsidiaries.
the
subsidiaries
of
the
3 Give the names of all direct and indirect subsidiaries of

the companies included in 1.1 and 1.2 above.
4 Give the names of all individuals, firms, groups, bodies
corporate and any other entity who jointly or severally
held 25% or more of the paid-up share capital with an
intention to act in concert.
5 Give the names of all bodies corporate that held 10% or
more of the subscribed equity share capital.
6 Give the names of all directors of this company at the
year-end and at any time during the year.
7 Give the names of all relatives of such directors (as
listed in Schedule 1A and read with section 6(c). If no
such declaration, given by any director/directors keep
note of it.
8 Give the names of all firms in which the directors are
partners.
9 Give the names of the firms in which the directors
relatives are partners.
10 Give the names of all private companies in which any
director is (a) member or (b) director.
11 Give the names of all partners of firms listed in 10 and
11 above.
12 Give the names of all companies whose directors jointly
hold 2% or more of the paid-up share capital of this
company.

13 Give the names of all companies in which the directors
of this company hold jointly 2% or more of the paid-up
share capital.
14 Give the names of all firms whose partners and their
relatives jointly hold shares 15 a. Either worth Rs.5 lakhs or more or
b.
Hold 5% or more of the paid-up share capital of this

company.
16 Give the names of all bodies corporate which together

with their directors and their relative jointly hold shares
a.
either worth Rs.5 lakhs or more
b.
holds 5% or more of the paid-up share capital
17 Give the names of all bodies corporate in which the

directors of the company are jointly capable of
exercising 25% or more voting power.
18 Give the names or all bodies corporate whose
19 a. Managing Director
b.
Manager or
c.
Board of Directors is accustomed to act in

accordance with the directions of any director or
directors of this company.
20 Give the names of all individuals who are accustomed

to act in accordance with the directions of the Board of
Directors of this Company.
21 Give details of number of shares held by
22 i) Central or State Government
ii) any Government Company
iii) any nationalized bank
iv) any Financial Institution
v) any nominee of the foregoing
PART 4
QUESTIONNAIRE
Index
1. Investments
2. Debtors
3. Advances Given
4. Loans Given
5. Share Capital
6. Reserves
7. Loans & Funds Borrowed
8. Creditors & Provisions
9. Contingent Liabilities
10. Contributions & Donations
11. Sale Purchasing or Buying Agents
12. Sole Selling Agents
13. Auditors
14. Remuneration to others
15. Depreciation
16. Directors Remuneration
17. Dividends
18. Accounts
19. Memorandum & Articles
20. Directors
21. Contract with Directors
22. Meetings
1. Miscellaneous
2. Postal ballot
3. Levy for Cess towards rehabilitation and revival
fund
4. Sick Industrial Company
5. Special Resolutions

Yes
1
1.0
1.1
1.2
Investments (Sections 49, 77, 293(1(c), 292,

372A, 373, Sec 227(1A)(c).
Note :
The questions should be answered if the
company(a) had any investments outstanding at the
beginning of the year, or
(b) purchased any investments during the year
and disposed them of before the year-end
or
(c) Purchased any investments during the year
and did not dispose them of before the
year.
Have all investments been approved at a
Meeting of the Board? Ensure Short term
deposits with banks are also considered as
investments for the purpose of this section. (Pl
see Query 30 Vol XXII of Compendium of
Opinions-page 191)
Do the investments exclude any share of the
company itself or of any company listed in item
1 of Part 3? Sec77
Are all investments of the company registered
in its own name and a register of such holdings
is maintained?
Where in pursuance of sub-sec (2), (3), (4) or
(5) of Sec 49, investments made by the
company are not held by it in its own name,
has the company maintained the following
details:
(a) Details of nature, value & such other
particulars of the investment in the register
maintained for this purpose
(b) Bank or person in whose name or
custody the securities are held.
1.3
Whether investment made, otherwise than in

trust securities, of the amount of compensation
received for compulsory acquisition of the
whole or substantially whole of an undertaking
or any premises/properties used by such
undertaking (without which it cannot be carried
on)has been approved by members? Sec 293
(1) ( c )
*
No.
N.A
.
1.4
Whether the power to invest the funds has

been delegated (by way of board resolution) to
any committee of directors, managing director
or any other principal officer of the company? If
yes, whether the resolution delegating the
power specifies the total amount upto which
funds may be invested, and the nature of
investment which may be made, by the
delegate.
@
*1.5
Check if loans/guarantee/security /investment

made by a banking company, insurance
company, housing finance company or a
company established with the object of
financing industrial enterprises or a company
whose principal business is the acquisition of
shares, stock, debentures etc. or a private
limited
company
or
a
loan/guarantee/security/investment
by
a
holding company to its existing wholly owned
subsidiary. *
Work out aggregate of a) loans to other bodies
corporate b) guarantees given, security
provided c) investments in securities of
other bodies corporate excluding what is
mentioned
above
and
exclude
any
investments made u/s 81(1) in rights
shares. Check the percentage of this to i)
the Companys paid share capital and free
reserves (include securities premium but
exclude share application)
and free
reserves ii) free reserves. If the aggregate of
loans etc. exceeds the higher of 60% of i) or
100% of ii) then check if a prior special
resolution has been obtained from members
and the prior approval of public financial
institutions where any term loans are
subsisting for such excess.
In case of loan, guarantee, security has the
resolution been passed by postal ballot?
% of loans etc. to PUSC+free reserves:
% of loans etc. to Free reserves:
Members meeting/postal ballot date:
Approval of FI letters dates: *
If Board has given guarantee, without being
previously authorized by a special resolution,
has a) a resolution been passed in Board
meeting authorizing to give the guarantee; b)
there existed exceptional circumstances which
prevented the company from obtaining
authorization by a special resolution passed in
general meeting; c) the board resolution is
confirmed within 12 months in general meeting
@
*1.6
1.7
@
*1.8
1.9
1.10
1.11
1.12
of the company or AGM held immediately after

passing of Board resolution, whichever is
earlier.
If within the limits specified above, has the
Board approved the same in a meeting with
the consent of all directors present at the
meeting.
In case of any default in payment of interest or
principal on terms loans taken from FI, then
has approval of FI been taken?
Dates of Board meeting:
Dates of FI letters if term loan interest/Principal
in arrears:*
Is the minimum rate of interest charged for any
loans which are not exempt more than the
prevailing bank rate? ( see 1.4)
Bank rate when loan given and minimum
Interest rate charged to be documented. *
(Prevailing bank rate 6% upto Feb 12, 2012 &
9.5% w.e.f. Feb 13, 2012 prospectively for all
loans given/renewed after Feb 12, 2012)
If the Company has defaulted with provisions of
Sec 58A then has it been ensured that it has
not given any loans, given any guarantee or
provided security or made any investment
when the default is subsisting? *
Is a register kept as required u/s 372A (5) for
all investments, loans, guarantee and security?
*
Where any investments have been sold or
disposed of, has there been a profit on the
same?
1.13
Where company is not an investment or a

banking company, the shares, debentures and
other securities have been sold at price not
less than that at which they were purchased by
the company?
Sec227(1A) (c)
2
*
Debtors [Section 293 (1)(b)]:

Have all debts due by any director been settled
within the normal credit period of the company.
(Else members approval required for remitting
or giving time for payment)*
Advances & Deposits Given [Sections

293(1)(b) and 227(1A)(a) and (d)]
Have all advances paid to directors been
cleared within a reasonable time?
(Else
members approval required for giving time for
3.1

payment)
Sec 293(1)
(b)*
3.2
If any items are shown as deposits, do these

totally exclude any items which could be
classified as loans or as advances?
Sec 227(1A) (d)
3.3
In case the advances are secured are the

securities adequate and are they in the legal
custody or lien of the company?
Sec 227
(1A) (a)
3.4
Are the terms and conditions of the secured

advances in the interests of the company?
Sec 227(1A) (a)
Loans Given [Sections 77,227(1A)(a), 292,

295, 296, 185(2013) ]
The questions should be answered if the
company has
a.
Given loans in earlier years which were
outstanding at the beginning of this year,
or
b.
Given loans during the year which were
repaid during the year itself, or
c.
Given loans during the year which were
outstanding at the year-end?
4.1
Have all loans given been approved at Board

Meetings
before
they
were
made?
Sec 292
4.2
Where the power to grant loans is delegated to

a committee of directors, managing director,
manager or any other principal officer, does the
board resolution delegating the power, specify
the amount ceiling and purpose of the loan?
Sec.292(4)
4.3
In case the loans are secured, are the

securities adequate and are they in the legal
custody or lien of the company?
Sec 227(1A) (a)
4.4
Are the terms and conditions of the loans are in

the
interests
of
the
company?
Sec 227(1A) (a)
*4.5
Has the company observed the restriction

which forbids loans to any parties included in
items 1, 8, 9, 10, 11, 12, 25, 26 and 27 of part
3? CG approval would be required for such
loans. S 295 *
@
*4.6
Regarding total limits of intercorporate loans

plus investments see under Investments
Item 1 Part IV
4.7
Has the company ensured that loans are not

made for acquisition of its own shares either to
its own members or to the members of any
companies listed in item 1 of part 3?
Sec 77 *
4.8
Has the company ensured that the loan made

in pursuance of Sec77(2)(c) to persons
bonafide in the employment of the company to
subscribe fully paid shares to be held by way of
beneficial ownership, does not exceed in
amount his salary or wages at that time for a
period of six months
Sec 77(3)
4.9
Has the company given loan (including any

loan represented by a book debt) or issued
guarantee to any director or his interested
parties*? If yes, has it been given in the normal
course of business, employment terms or
pursuant to any scheme approved by the
members by a special resolution and the
interest charged at a rate not less than the
bank rate declared by RBI?
Sec 185 (2013)
* - Interested parties are
Directors
Directors of holding company
Their partners or relatives
Any firm in which such director or relative is
a partner
Any private company in which any such
director is a director or member
Any body corporate wherein 25% voting
right is controlled by director(s)
Any body corporate, the Board of Directors,
MD or Manager accustomed to act in
accordance with the directions/instructions
of the Board/any director of the Lending
Company
Share Capital (Sections 69 to 81, 91, 92,
94 to 97, 100, to 103, 108A to H, 149 (1A)
(f),
274
(1)(c),
292,
372,
373,619(B),69(2013) & 70(2013):
10

(In the case of Listed companies or companies
proposing to list, check SEBI regulations)
*5.1
Where any fresh shares have been allotted

have the various provisions enshrined in
Sections 69 to 75 been complied with?
*5.2
Is the fresh issue first offered to existing

members?
Sec 81
.S 81(3)(a) Not applicable to Private companies
*
5.3
If shares have been allotted for cash, has cash

actually been received? S 227(1A)
5.4
Have the calls on shares been authorised by a

resolution of the Board of Directors?
Sec 292
5.5
Have the calls been made uniformly on all

shares of any one class?
5.6
If any preference shares have been redeemed

have the provisions of section 80 been
complied with? (either out of a fresh issue of
shares or a Capital redemption reserve is
created)
5.7
In case of increase in the authorised capital

have the provisions of sections 94 to 97 been
complied with?
For altering its share capital have the
provisions of Sec 94 been
complied with
by means of passing members resolution?
5.8
In case of reduction of share capital have the

provisions of sections 100 to 103 been
complied with?(now confirmation of Tribunal
required)
5.9
Where any commission has been paid to any

person in connection with the issue of shares,
have the provisions of section 76 been
complied with?
5.10
Where shares are issued at a discount have the

provisions of section 79 been complied with?
(resolution by company in general meeting and
confirmation by Central Govt)
5.11
Have directors paid any calls on share held by

them within the time stipulated? If yes, disclose
as required by Sch VI.
11
*5.12
Have all the conditions specified in section 149

(1) and (2) (read with section 69) been
complied with before any business is
commenced by a new Public company?
5.13
In the case of Public company, w e f 13/12/02 is

the Paid up capital at least Rs 5 lakhs? Sec
3(1)(iv)(b)
5.14
BUY BACK: Has any buy back of shares been

made out of a) free reserves (if yes, has capital
redemption reserve been created per S
69(2013)) or b) securities premium a/c or c)
proceeds of any shares or specified securities
(other than an earlier issue of same kind)
S
77A
5.15
Has any buy back of shares been approved by

articles of association?
Has the offer of buy back been made after 365
days from the date of preceding offer of
buy back?
Has the buy back been not more than 25% of
the total paid up capital and free
reserves of the Company?
Has the buy back in any one financial year
been not more than 25% of the total paid
up capital in that financial year?
Is the ratio of debt owed (both secured and
unsecured) by company not more than
twice the capital and free reserves after
such buy back (unless a higher ratio has
been prescribed by CG in certain classes
of companies)
Are all shares for buy back fully paid up?
Is the buy back as per SEBI GL in case of listed
companies?
Is the buy back as per any other guidelines as
have been prescribed? S 77A (2)
5.16
5.16 Has any buy back of shares more than

10% (but less than 25%) of total paid up
capital and free reserves of the Company
been approved by a special resolution of
members?
If the buy back is or less than 10% of total paid
up capital and free reserves has it been
authorized by the Board in a meeting? S
292
5.17
Has the buy back been completed within 12

months from the date of passing special
12

resolution or Board resolution?
5.18
Has company filed a declaration of solvency as

required under S 77A (6) with ROC and
SEBI (for listed Cos) before making buy
back?
5.19
Have
5.20
Confirm that company has not issued any

shares of same kind (incl right shares)
within 6 months except by way of bonus
issue
or
discharge
of
subsisting
obligations like conversion of warrants,
stock option schemes, sweat equity or
conversion of preference shares or
debentures into equity?
5.21
Does
the
shares
bought
back
been
extinguished /physically destroyed within
seven days of the last date of completion
of buy back?
company maintain a register as

prescribed in S 77A (9) for buy back
shares?
5.22
Has company filed a return within 30 days of

completion of buy back with ROC (and
SEBI (for listed cos))
5.23
Have the provisions of S 79A been complied

with for issue of Sweat equity shares?
5.24
Are issues of equity shares with differential

voting
rights
in
accordance
with
Companies (issue of share capital with
differential voting rights) rules 2001? S
86
5.25
5.26
Are preferential allotment of shares in the case

of unlisted public companies authorized
by articles of association and a special
resolution passed by members in a
general meeting authorizing the Board of
Directors to make such issue?
Are preferential allotment of shares in the case
of unlisted public companies completed
within a period of 12 months from the
date of special resolution and 60 days of
receipt of share application money? If
not, has the application money been
repaid within 15 days thereafter, failing
which has it been repaid with
13
Unlisted_Public_Com
panies14dec.pdf

simple interest accrued @ 12% p.a? If not
repaid, has this interest been accrued?
Also check no deduction under income
tax act claimed.
5.27
Check no shares of holding company are held

by subsidiary company except where it holds
such shares as a representative or trustee or
acquired before becoming subsidiary. (Sec
19(2013))
5.28
Check no default made by the Company in

repayment of deposits accepted, interest
payment thereon, redemption of debentures or
preference shares or payment of dividend to
any shareholder, or repayment of any term
loan or interest payable thereon to any FI/bank.
Note: Buy-back is not prohibited, if the default
is remedied and a period of 3 years
lapsed after such default ceased to exist.
(Sec 70(2013))
Reserves (Sections 78, 205 and 205A)
@6.1
Has the securities premium account been

utilised only for the objects specified in section
78?
@6.2
Has the transfer to reserves from the Profit &

Loss Account been in accordance with the
companies (Transfer of Profit to Reserves)
Rules 1975?
Sec
205
@6.3
Has the withdrawal from reserves for dividend

payment been in accordance with the
Companies (Payment of Dividends out of
Reserves) Rules 1975?
6.4
In case of revaluation of fixed assets has the

increase been shown under Revaluation
Reserve?
6.5
In case of revaluation of assets, is every

balance sheet for first years subsequent to the
date of revaluation showing the amount of
increase made?
Loans & Funds Borrowed [Sections 58A,

76, 125 to 127, 143, 292, 370 and 371,
293(1(d)]
(In case of NBFC see RBI
regulations)
If the company has accepted public deposits
7.1
14

have the various provisions of section 58A and
the Companies Acceptance of Deposit Rules,
1975 been Complied with?
Specifically:
Note that deposits received from a director,
relative of a director or member in a private
company alone are exempt now; amounts
received from directors in public companies are
covered by S 58A.
Check if the Net owned funds of the Company
is Rs 1 CR or more if it has invited public
deposits.
Check if amount raised by the issue of bonds or
debentures secured by the mortgage of any fixed assets
referred to in Schedule VI of the Act excluding intangible
assets of the company does not exceed the market
value of such fixed assets (Notification dated 21
March 13)
Check if penal interest at 18% has been paid
for overdue deposits claimed and not paid
(20% in case of small depositors)
Except as aforesaid, interest rate not to exceed
12.5%.
In the case of any default in respect of any
small depositor (deposit of Rs 20000 or less)
has intimation been given to National Company
law Tribunal?
Has no further deposit been accepted unless
each small depositor has been fully paid his
dues? S 58AA
If the Company has accepted deposits from
small shareholders and subsequently obtained
loans from bank for working capital, the
Company has to repay the interest on deposits
or deposits that are matured to the small
shareholders first.
7.2
Has the Company ensured that it has not given

loans to persons holding either its own
debentures or the debentures of companies
listed in item 1 of Part 3?
7.3
If any debentures are issued, has a resolution

of the Board of Directors been taken to approve
the same?
Sec 292
7.4
Has a resolution of the Board been taken to

approve
any
other
borrowings?
Sec 292
7.5
Where any of the borrowings are secured by a

charge on the companys assets or otherwise,
15

has a notice of the charge been served on the
Registrar within 30 days of creation of charge
or within extended period of 300 days allowed
by the Registrar? (300 days as per General
Circular No 13/2007 dated 27.09.2007)
Sec 127
7.6
Has a register incorporating the prescribed

particulars of all charges been kept?
Sec 143
7.7
Has a members SPECIAL resolution been taken

specifying the total amount that can be
borrowed if total borrowed funds exceed
aggregate of paid-up capital and free reserves?
( Sec 180(1)(c) & (2)(2013) )
Rs.
Secured Loans
Unsecured Loans
Total
Paid-up Capital
Total Reserves
Less: Non-free reserves
Total
Note: Temporary loans which are repayable on
demand or within 6 months, cash credit
arrangements, bills discounted and any other
short term loans shall be excluded for the
purpose of above computation.
In respect of non convertible portion of
debentures, has the Company created a
debenture redemption reserve out of its profits
every year until such debentures are
redeemed? (50% of value of debentures
issued through Public issue and 25% for
privately placed debentures- for NBFCs no
need to create DRR for privately placed
debentures- for banks and AIFI no need to
create DRR)
7.8
7.9
8
8.1
Confirm the amount credited to DRR has not

been used for any purposes other than for
redemption of debentures?
Creditors & Provisions (Section 205A and
417)
Have all unpaid dividends been deposited into
a separate bank account with 37 days of the
declaration?
Have the amounts of all dividends (including
interim dividend) been deposited in a separate
bank account within 5 days of declaration of
the dividend?
16
B
8.2
8.3
9
9.1

Sec 205(1A) and S 205A
Have any amounts of a) dividends b)
applications moneys received c) matured
deposits d) matured debentures e) interest
accrued on matured deposits/debentures
remaining unpaid for seven years been paid
over to the Investor education and Protection
fund?
(See annexure -2)
Sec
205C
Have all security deposits made by employee
been kept in a separate post office savings
bank or scheduled bank account- Sec 417
Contingent Liabilities (Sections 77, 295
and 370):
Has the company observed restriction which
forbids guaranteeing any loans made for the
purpose of purchase of shares in the Company
or
its
holding
company?
Sec 77
9.2
Has the company ensured that guarantees if

any provided are within the limits of S 372A
(see under investments)
9.3
Has a register been maintained to incorporate

details of guarantees given? Sec 372A
10
Contributions & Donations (Sections 181183 (2013)):

Has
the
Company
made
any
Contribution/Donation during the year?
If the answer to the above is Yes are the
total contributions below 5% of the average
net profits for the previous three years? If not,
whether prior permission of the Company in
general meeting taken ((exception in case of
National Defence Fund and such other funds
approved by CG for national defence)?
Sec 181 & 183(2013)
Net Profits
Rs.
Last Year
Last Year 1
Last Year - 2
Total
Average
5% of average profits
10.1
10.2
10.3
Is political contribution made by the company

as per the provisions of Section 182 (2013)?
11
Sole Selling Agents (Sections 294, 294A

and 294AA):
17

NOTE:
Sole Selling Agents are selling agents who exclusively receive
commission for either:(a) Sales of certain type of products, or
(b) Sales in certain geographic areas, or
(c) Sales to certain class of customers
11.1
Has the appointment of sole selling agents

been approved by a members resolution?
Sec 294
11.2
Is the appointment only for a period upto five

years?
Sec 294
11.3
If the paid-up capital of the company exceed

Rs. 50 lakhs has the appointment been
approved by (a) a special resolution of the
members, and (b) the Central Government?
Sec 294AA
11.4
Are the Sole Selling agents other than those

listed in items 23 or 24 of Part 3? If so, is
approval from Central Government taken?
Sec 294
11.5
Have the provisions of section 294A been

complied with when paying compensation for
loss of office to a sole selling agent?
11.6
Are the products for which sole selling agents

appointed other than those declared by the
Central Government under section 294AA (1)
as not recognizing such agents?
Sole
Purchasing
or
Buying
Agents
(Sections 294 and 294AA):
12
NOTES:
Sole buying agents purchasing agents who exclusively
receive commission for either:(a) Purchase of certain types of goods, or
(b) Purchase from certain geographic areas, or
(c) Purchase from certain class of suppliers
12.1
12.2
13
13.1
Are the sole buying agents other than those

listed in items 23 or 24 of Part 3?
Sec 294
If the paid-up capital of the company exceeds
Rs.50 lakhs, has the appointment been
approved (a) by a special resolution of the
members and (b) by the Central Government?
Sec 294
Auditors (Section 224,224A,198, 225,
233A, 233B)
Has the company taken our consent in writing
before proposing our reappointment as
18
13.2
13.3
13.4
13.5
13.6
13.7
13.8
13.9
13.10
13.11
13.12
13.13

auditors last year also stating that the
appointment is within the limits specified u/s
224(1B) i.e not exceeding 20 public
companies per auditor and of 10 audits for
public companies having paid up capital of
Rs.25
lakhs
or
more?
Sec 224
Have we been reappointed at the Annual
General Meeting?
Sec 224
Have we been intimated of our reappointment
within 7 days of the Annual General Meeting?
Sec 224
Have we intimated the Registrar of our
accepting the reappointment within 30 days of
the Annual General Meeting?
Sec 224
Has the resolution for reappointment either
specified the audit fees and expenses or
specified the manner in which they shall be
fixed?
Has the payment of service tax been
specifically
mentioned?
Sec 224
If the shareholding of parties in items 28 of
Part 3 is greater than 25% of the subscribed
capital, has our reappointment been done by a
special
resolution?
Sec 224A
If the shareholding of parties in item 28 of Part
3 is greater than 51% of the paid-up capital,
has our reappointment been done by the
C&AG?
(The remuneration however shall
be fixed by the company in general meeting. S
224(8)(aa)
Sec 619(2)
Has the appointment of any branch auditors
been made by either the members or the
Board as authorized by members in
consultation with the companys auditors?
Sec 228
If a special audit vide section 233A has been
ordered, have we obtained a copy of the
report?
If a cost audit has been ordered under section
233B have we obtained a copy of the report?
Are the observations or comments in the audit
report which have an adverse effect on the
functioning of the Company given in thick type
or italics? S 227(3)(e)
Whether the audit report states also that the
P&L and BS comply with the accounting
standards referred to in S 211? S 227(3)(d)
Whether the audit report states whether any
director is disqualified from being appointed as
director in terms of S 274(1)(g)? S 227(3)(f)
(not applicable to nominee directors)
19
B
13.14
13.15
13.16
13.17

Whether the audit report states whether the
cess payable u/s 441A has been paid and if
not, details of the amount of cess not so paid?
Confirm that the auditor is not a) having any
dues exceeding Rs 1000 /or given any
guarantee or provided security for an amount
exceeding Rs 1000 b) holding any security
which carries voting rights in the auditee
company. S 226(3)
Audit committee: If a Public company has a
paid up capital of not less than Rs 5 Cr is there
an audit committee of directors? S 292A
Are the following satisfied?
1. Are there not less than 3 directors in AC?
2. Are at least two thirds of members of AC
directors other than MD/WTD?
3. Does the AC act as per the terms of
reference specified by the Board?
4. Does the annual report of Company disclose
the composition of AC?
5. Do the auditors, internal auditor and
director finance attend all meetings?
6. Does AC have discussions on internal
control systems and scope of audit with the
auditors?
7. Does AC review the half yearly and annual
financial statements before submission to
Board?
8. Where Board does not accept any
recommendations of AC are the reasons
recorded and communicated to shareholders?
9. Is the Chairman of AC present at AGM to
provide any clarification on matters related to
audit?
14
Remuneration to Others (sections 199,

200, 387 and 388):
@14.1 If any employee is paid a commission on net
profits is the profits computed as per question
16.1 below?
Sec 199
14.2
Has the company refrained from bearing any
tax which is the liability of its employees or
directors? (In case Company has followed the
recent tax amendment for payment of taxes,
whether a legal opinion obtained regarding
compliance
with
this
section?)
Sec 200
@
If the company has a manager [as defined in
*14.3 section 2(24)] have the provisions of sections
387 and 388 been complied with?
15
15.1
Depreciation (section 205 and 349):

Has depreciation been provided as
20
per
15.2
16
@
*16.1
@16.
2
@16.
3

Schedule XIV of the Companies Act, 1956?
Has method been disclosed in Notes to
Accounts?
Specifically
have assets purchased
costing Rs 5000 or less per item have been
depreciated fully unless such items under
Plant and Machinery constitute more than
10% of the actual cost of total plant and
machinery?
Where applicable depreciation on extra shift
working for plant and machinery has been
provided?
Confirm no extra shift depreciation provided in
respect of items marked NESD.
Where applicable depreciation related to
continuous process plant has been provided
at the rate provided? (5.28% SL or 15.33%
WDV)
Sec 205/Sch
XIV
Has a portion of profits not exceeding 10%
been transferred to Reserves when dividend is
declared as per Companies (Transfer of Profits
to reserves rules), 1975.
Where higher percentage transferred to
reserves whether the above rules have been
complied with?
If depreciation is lower has approval been
obtained for any payment of dividend? In case
depreciation is higher, is it based on proper
technical evaluation and per As-6?
Directors Remuneration (Sections 198,
309, 311, 318 to 321, 349, 350 &
202(2013)) :
For the purpose of managerial remuneration
have the net profits been recomputed after
making the adjustment as per section
349/350?*
Does the managerial remuneration(excluding
sitting fees) include all payments to directors,
any expenditure incurred for their benefit
(direct or indirect), the approximate cost of all
perquisites provided out of assets belonging to
the company and all contributions to various
funds of which the directors are also
beneficiaries?*
Has the remuneration paid to each director as
computed in 16.2 above been within the
following maximum limits?*
21

Description
Remuneration as
per (16.2
above) as
percentage of
recomputed
net
profit (16.1 above)
To any one managing

or whole time
director
To all managing and
whole time directors
taken together
To all other directors
taken
together (if the
company
has also a managing
or
whole time director)
To all directors taken
together (if the
company
has no managing or
whole
time director)
To all the directors
taken
together
5%
10%
1%
3%
11%
@16.
4
Is the remuneration paid to Managing Director

in accordance with Section 269 and Schedule
XIII to the Companies Act, 1956?*
See
Annexure-1
for
circular
on
Min
remuneration.
Specifically check if:
MDs Age is between 25 and 70
MD is not an NRI
He is not disqualified per Sch XIII
If he is MD in more than one company total
remuneration does not exceed the higher
maximum limit from any one of the
Companies.
Approval of shareholders obtained.
Secretary or Practicing secretary has certified
compliance.
@16. If any minimum remuneration paid to any
5
director, exceeds schedule XIII has the Central
Government approved it? *
@16.6 Is the remuneration paid sanctioned by either
the Articles of Association or any resolution of
22
B
16.7
*16.7.
1
*16.7.
2
*16.7.
3
16.7.
4
*16.8

the members? Sec 309 *
Approval:*
If any remuneration or commission is paid to a
director who is not a managing or whole time
director, has this been approved by a special
resolution of the members..
Has the Central Government approval been
taken if it is paid in the course of the year
itself?
Has a new special resolution been taken every
five
years?
Sec 309
When a MD or WTD gets a commission ensure
he does not get any commission or
remuneration from any subsidiary. S 309(6)
Has every increase in the directors
remuneration been approved by the Central
Government, if the same does not fall within
Sch XIII?#
Sec 310*
In this section, directors remuneration does
not include sitting fees provided it does not
exceed the limit as stated below (16.9).
Directors include managing and whole time
director.
# - No approval of the Central Government is required

for a subsidiary of a listed company on complying
with ALL of the following conditions:
a) Have the Remuneration Committee and Board of
Directors of the Holding Company given their
consent for the amount of remuneration of the
director?
b) Has the amount been considered as remuneration
paid by the Holding Company for the purpose of
section 198 of the Companies Act?
c) Has the remuneration of the director been
approved by the Holding Company in its General
Meeting?
d) Is all the shareholders of the Subsidiary are Body
Corporate?
Note: In case of sick companies, neither Central Govt.
approval nor above mentioned procedures need to be
adopted, provided the remuneration is fixed by BIFR
(Board for Industrial and Financial Reconstruction).
Also no approval of Central Govt. is required, if the
managerial person is not having any interest in the
capital of the Company or its holding company,
directly or indirectly or through any other statutory
structures (i.e. any entity which is entitled to hold
23
shares in any company formed under any statute) and

not having any direct or indirect interest or related to
the directors or promoters of the Company or its
holding company at any time during last two years
before or on the date of appointment and is having a
graduate level qualification with expert and
specialized knowledge in the field of his profession.
*16.9
16.10
16.11
16.12
17
17.1
@17.
2
d)
Are the sitting fees for attending Board

Meetings (restricted to a maximum of Rupees
twenty
thousand per meeting in case of
companies with Paid up share capital and free
reserves of Rs 10 Cr or turnover of Rs 50 Cr
and not exceeding Rs 10000 in other cases )
paid as prescribed under Rule 10B of the
Companies (Central Government) General
Rules and Forms 1956?* (Notification dated 24
July 03)
If any compensation is paid to any director for
loss of office, have the provisions of Sections
318 to 321 been complied with?
Where there is any Board resolution for
appointment or reappointment of MD, has form
23 required to be filed u/s 192 been filed with
ROC? (also applicable to Private Companies)
Is there any compensation being paid for loss
of office to managing or whole time director or
manager? If yes, has the payment been made
in accordance with the provisions of
S.202(2013)?
Dividends (Sections 93, 205 and 207):
If the previous years dividend has been paid
in proportion to the paid-up value of the shares
and not equally on all shares and do the
Articles
authorize
this?
Sec 93
After provision for current years dividend
payable are the free reserves and surplus
adequate to cover the following:
a)
any amount un provided liabilities,
such as gratuity, claims against the
company, tax appeals or disputes,
interest due, penalties, etc.
b)
any amount un provided on
depreciation or amortization
c) Any loss non-moving, slow-moving,
damaged or obsolete inventories.
d) Any un provided doubtful debts, loans
or advances.
e)
Any other un provided losses as
indicated in the notes, foot-notes, etc. to
the Balance Sheet?
24
B
@17.
3
17.4
17.5
18
18.1
18.2
18.3
18.4
18.5
18.6
@
*18.7
18.8

Have the provisions of the Companies
(Transfer of Profit to Reserves) Rules 1975
been complied with?
Sec 205
Have the provisions of section 80A if applicable
complied with before declaring dividend on its
equity shares.
(redemption of
irredeemable preference shares issued
before Companies (Amendment Act)
1988)
Sec 205
If depreciation is not fully provided for,
whether approval of central government has
been obtained before declaring dividend.
Sec 205
Accounts
[Sections
209,
210,
211
372(10), 212, 227(3)(bb), 215, 217 and
594)]
Does the company maintain books and records
to enable it to ascertain all details of its assets,
liabilities, income and expenditure readily?
Sec 209
Has all expenses and income accounted for an
accrual basis?
Sec
209
Are all books kept at the companys Registered
Office only? In case if it is kept elsewhere
within India, this should be intimated to the
Registrar within seven days of the decision.
Sec 209
Where any records are kept at branches, are
detailed accounts and return sent to the
Registered Office at least quarterly.
Sec 209
Have all records for the previous 8 years been
maintained?
Sec 209
Have the previous years annual accounts been
adopted at the Annual General Meeting?
Sec 210
In case the Balance Sheet is in any form other
than those prescribed in Schedule VI, has
Government approval been taken?
Is the rounding off of final accounts as
permitted by Company Law? i.e If turnover is
Rs 500 Cr or more round off in Crores; if Rs
100 Cr and above but less than Rs 500 Cr, in
millions and if Less than Rs 100 Cr in
thousands?
Sec 211
In case the company had any subsidiaries
(item 2 Part 3) in the previous year, were their
25
18.9
@18.
10
@18.
11
@18.
12
18.13
18.14

annual reports together with a statement
attached to this companys annual accounts?
Confirm the subsidiary companys financial
year does not end on a day which precedes
the holding companys financial year end by
more than 6 months.
Sec 212
Where any branches are not audited by us,
have we obtained the branch audit reports?
Have the annual accounts been signed by the
Secretary, the Managing Director and any one
other director after approval at a Board
Meeting?
Sec 215
Has the Board approved the accounts
unanimously?
Has the Board report dealt with:
(a) the state of affairs;
(b) the dividend recommended;
(c) the appropriation of profits;
(d)any significant post balance sheet
changes or events;
(e) the conservation of energy, technology
absorption, foreign exchange earnings and
outgo;
(f) Details of high paid employees; (Rs 5 lakh
p.m.) (The details need not be specified in the
Annual report and mention can be made that
the shareholders will be provided with the
details on request.)
(g) Directors responsibility statement (S
217(2AA))
(h) Reasons for failure to complete buy back
within the time limit specified in S 77A(4)
If the Company is a foreign company has it
filed the accounts of the previous year with the
Registrar?
Sec 594
Financial year: a) is the financial year not
more than 15 months?
If it is more than 15 months, is it mot more
than 18 months and ROC special permission
obtained?
Does the BS date precede the date of AGM by
a) not more than 9 months in the case of first
AGM and b) not more than 6 months (unless
time for AGM extended by ROC) in the case of
other AGMs?
Has the Annual report been submitted to ROC
within 30 days of holding AGM?
Has the Annual Return been filed with ROC
26
B
19
19.1
19.2
19.3
19.3.
1
19.3.
2
*19.3.
3
19.3.
4
20

within 60 days from the date of holding AGM?
Memorandum & Articles [Sections 13, 16,
17, 31,
149 (2A)}
Does Memorandum state that the liability of
the
members
is
limited?
Sec 13
Have all changes in the Memorandum relating
to change of regd office from one state to
another or with respect to its objects been
approved by a special resolution and by the
Central Govt?
Is any change in Objects clause of MOA
approved only by a resolution passed by Postal
Ballot?
Sec 17 & 192A
Postal Ballot is applicable only in the case of
listed companies.
Have the changes in the Memorandum been
amended in the copies that are available in the
Company?
Changes in Articles: - Have the changes in the
Articles been amended in the copies that are
available in the Company?
Has every change in the Article been approved
by a specia
l resolution? In the case of amendment to
Articles for
deleting or inserting provision related to
definition of
Private company, has the resolution been
passed by Postal
ballot? Postal Ballot is applicable only in the
case of listed
companies.
Where a change of articles
increases the
maximum no. of directors beyond 12, has
central government sanction been taken?
-*not applicable to private company
Sec
31/259
Conversion of public into a private company
ROCs approval is required and Central
Government approval is not required.
Where a company commences any new
business, has a special resolution authorising
such
commencement
been
taken?
Sec 149(2A)
Is the business carried on by the company
within its objects?
Directors [Sections 253, 255 to 257, 263,
266A to 266G, 270, 274 260, 313, 284,
275, 267, 268, 310, 311, 269, 317 and
27
20.1
20.2
20.3
*20.4
*20.5
20.6
20.6.
1
20.7
20.8
20.9
20.10
20.10
.1
20.10
.2
*20.1
1

309(2), 194(2013) & 195(2013)]:
Form 29- Has consent to act as directors been
given to ROC (in the case of public company)
in addition to Form 29?
Whether the company has not appointed or
reappointed any individual as director unless
he has been allotted a director identification
numberunder sec 266B? (Proviso to Sec 253)
Whether the company has, within one week of
intimation of DIN by the directors, furnished
the same to the registrar or any other authority
as specified by the Central Government?
Whether the company, while furnishing any
return, information or particulars relating to
director or containing any reference to any
director, has quoted the Director identification
number in such return etc.
Is atleast two-third of the directors liable to
retire by rotation at the annual general
meeting?
Sec 255
In the case of public company, check the
Articles and if it states that all directors retire
by rotation, then the provision in the Articles is
applicable.
Have at least one-third of the directors plus
any additional directors retired at the last
Annual
General
Meeting?
Sec 256
Appointment:
Has every director been appointed by a
resolution of the shareholders?
If the Articles provide for qualification shares
have these been acquired by every director
within 2 months of his appointment?
.
Sec 270
Has any director been disqualified through the
operation of section 274 or 267?
Has a Board resolution been passed approving
appointment of any additional directors?
Sec 260
Alternate Directors:
If any alternate directors have been appointed
by the Board, is this permitted either by the
Articles or by a members resolution?
Have alternate directors vacated office on the
return of the original directors to the State?
Sec 264
Has any change relating to the appointment,
reappointment, terms of service contract,
remuneration or any other matter of a
managing or whole-time director in conformity
with Schedule XIII to the Companies Act, 1956.
28
B
*20.1
2
*20.1
3
*20.1
4
20.15
20.16

Sec 269 .
Is the appointment or reappointment of every
managing or whole time director in conformity
with Section 269 of the Companies Act, 1956?
Has the Managing Director been reappointed
every five years?
Has an abstract of the terms of appointment of
every managing director or any subsequent
variation thereof been circulated to all
members vide section 302(2)?
If the Companys paid up capital is Rs 5 cr or
more is it having an MD or whole time director
or manager as required under S 269?
-not applicable to private company
If any other director is appointed other than
retiring director, check the following: - Sec257.
1. Whether notice has been recd. By a
company proposing a person to be a director
within 14 days from the date of holding the
AGM and whether the shareholders are
communicated either by post or newspaper
advertisements. -
20.17
not applicable to private company

Casual vacancy:- Sec262:
Check the Articles. The casual vacancy may be
filled by a Board Resolution and check if they
hold office only till the date in which the
director in whose place they are appointed
would have held office.
20.18
- not applicable to private company.

Appointment of small shareholder- director.
Small shareholders mean shareholders who
hold nominal value of shares not exceeding
Rs.20,000
In case of public companies which has a paidup capital of Rs.5 crores or more and if the
total no. of shareholders exceed 1000 small
shareholders , check the following:
1. This director is appointed in accordance with
Sec 642 read with Sec 252 :
a. Small shareholder director can be appointed
only for a period of 3 years and is eligible to be
reappointed.
b. This director cannot be a small shareholders
director in more than 2 companies.
29
B
20.19
20.20
20.21
21
21.1
21.2
21.3
21.4
21.5
21.5.
1

c. Appointment should be made only by postal
ballot in the case of listed companies.
Check whether the director of the company is a
director in more than 15 companies as per
declaration by the director- Sec275.
While computing the no. of companies in which
the director of this company is a director,
check under Sec278, list of certain companies
that are to be excluded. (unlimited, S 25,
Private)
Check no forward dealings have been entered
into by any director or key managerial
personnel with the Company or its holding,
subsidiary or associate Company. (Sec. 194
(2013) )
Check no trading by any director or key
managerial personnel of the Company carried
out during the availability of non-public pricesensitive information. (Sec 195 (2013) )
Contracts with Directors (Section 297 to
301 & 314):
Have all contracts or dealing with any party
listed against items 8, 9, 10, 11, 12, 13, 14 or
15 of Part 3 been brought to the notice of the
Board
at
the
earliest
date?
Sec 297
Have all contracts or dealings referred to
above, other than those with parties listed
against items 14 or 15 of Part 3, been
approved
by
a
Board
resolution?
Sec 297
Has every interested director refrained from
participating in or voting on any resolution
covered by question 21.2 above?
Sec 300
In case of companies with a paid-up of capital
Rs.1 crore or more, has prior Central
Government approval been taken for contracts
covered
by
question
21.2
above?
Sec 297 (Applicable to Private Ltd Cos
also)
Have all directors made a general disclosure of
their interest at the first Board Meeting in each
year as per section 299(3)?
Have all contracts or arrangements referred to
in 21.2 above which tantamount to an office or
place of profit in the company,
having a
remuneration of Rs 10000 or more per month
been approved by a special resolution of the
members? S 314 (Applicable to Private Ltd cos
too) (Even perquisites and taking a place free
30

of rent will tantamount to office or place of
profit; check this out)
21.5. Have such contracts also been approved by
2
the Central Government, if the consideration
Involved averages out to Rs. 50,000 p.m. or
more? S 314(1B) (Applicable to Private Ltd.
Cos too) (WEF Feb 03 increased to Rs 50000
from Rs 20000; wef 6 Apr 11 increased from Rs
50000 to Rs 250,000)-refer to Directors
relatives (office or place of profit ) rules, 2003
and amendment rules , 2011
21.6
Is there a procedure whereby every party
appointed to an office or place of profit
declares that it is not connected to a director in
any of the ways mentioned in items 8 to 13 of
part 3?
21.7
Has a register incorporating all details of every
contracts or disclosure covered by questions
21.1 and 21.5 above been maintained vide
section 301?
21.8
Has the Company entered into any non-cash
transactions (i.e. consideration other than
cash) with any director or his interested
parties or its holding/ subsidiary/associate
companies ? If yes, prior approval at general
meetings of the Company as well as its holding
company (where holding company is involved)
taken? (Sec. 192 (2013))
22
Meetings (Section 165, 166, 193, 285,
103(2013)):
22.1 Has a statutory meeting been held within 6
months and after one month from the date of
the company was entitled to commence
business
*
Sec 165
@22.2 Will the next Annual General Meeting be held
within 6 months of the end of the financial
year?
Sec 166
22.3
Has the first annual general meeting been held
within
18
months
of
Incorporation?
Sec 166
@22. Will the Annual General Meeting be held within
4
15 months of the preceding Annual General
Meeting?
Sec 166
22.5
In the case of private company, as specified in
the Articles*.
Check for the length of notice of meetings -21
clear days in the case of public company. In
case this is less than 21 days,
a. In case of AGM, consent for shorter notice be
31

given by all the members and
22.6
*
22.6.
1
22.6.
2
22.6
22.7
22.8
22.9
22.10
b. In case of other meetings, by shareholders

holding not less than 95% of the share capital
or not less than 95% of the voting power in
case of companies not having share capital.
Check if there is proper quorum for the
meeting- Sec103(2013)*
In the case of Public Company, 5 members
personally present if no. of members as on
meeting date not exceeding 1000, 15
members if more than 1000 but not exceeding
5000, 30 members if exceeding 5000.
In the case of Private Company, 2 members
personally present, shall be the quorum.
Has a Board Meeting been held at least in each
quarter?
Sec
285
Have at least 4 Board meetings been held in
every calendar year?
Sec
285
Have the minutes of all meetings held entered
in the members and Boards minutes books?
Sec 193
Has every page of the minutes been initialed
and the last page signed and dated by the
Chairman?
Sec 193
Do the Board minutes give the names of all
directors
present
there
at?
Sec 193
In case of each resolution passed at the
meeting the names of directors, if any
dissenting from, or not concurring in the
resolution is mentioned.
If circular resolution is passed check if:
Sec289
The resolution is permitted to be approved by a
circular resolution and it is been approved
in the next Board Meeting.
The following cannot be passed by way of
circular resolution:
1. Sec262, Sec292, Sec297, Sec299, Sec308,
Sec316, Sec386, Sec372A.
Minutes to be bound once a year.
23
23.1
Miscellaneous:
Has the appointment or re-appointment of any
firm or body corporate to an office or place of
profit in the company been restricted to
maximum 5 years?
Sec
32

204
23.2
If the company has appointed manager (as

defined in Section 2(24), have the provisions of
section 384 to 388A and 302(1) been complied
with?
23.3
Has the company ensured that it does not at

the same time have a managing director as
well as a manager as above? Sec 197A
If the company has a paid-up capital of Rs. 500
lakhs or more, has it appointed a qualified
Secretary?
Sec 383A and Rules
If any assets were acquired together with any
charge that existed thereon, has the same
been registered?
Sec 127
Have the directors always acted within the
provisions of the Articles? Check if Articles in
any case provides for a special resolution even
though the ACT provides for only an ordinary
resolution?
Has members resolution been taken for
selling, leasing or disposing of a substantial
portion of the assets or business? *
Has this approval been obtained through a
Postal Ballot?
Sec 293
(1)(a)
Postal ballot is applicable only in the case of
listed companies.
Has approval of the members been taken for
any variation in terms of any contracts
referred to in any prospectus or statement in
lieu of prospectus issued by the company any
time in the past?
Sec 61
Registered office: Has any registered office
change from one state to another been
approved by Special resolution and confirmed
by Central Government? Sec 17.
Has any registered office change from one
place to another within the state (from the
jurisdiction of one ROC to another) been
confirmed by Regional Director? S 17A
Has any change of registered office outside
the local limits of any city, town or village been
approved by Special resolution passed by
Postal Ballot? S 146(2) Postal Ballot is
applicable only for listed companies.
In case of Companies not required to have a
whole time secretary and with paid up capital
of Rs 10 lakhs and less than Rs.2 crores has
certificate by a secretary in practice been filed
23.4
23.5
23.6
23.7
23.8
23.9
23.10
33

with ROC? S 383A
24
Whether a company secretary is

appointed where the paid up capital
exceeds 2 crores?
Postal Ballot- S 192A
Yes
No.
N.A
.
Have the following been done only through

postal ballot in case of listed companies?
a)
alteration in the Object Clause of
Memorandum;*
(b)
alteration of Articles of Associations in
relation to deletion or insertion of
provisions defining private company; *
(c)
buy-back of own shares by the company
under sub-section (1) of section 77A;
(d)
issue of shares with differential voting
rights as to voting or dividend or other wise
under sub-clause (ii) of clause (a) of section
86;
(e)
change in place of Registered Office out
side local limits of any city, town or village
as specified in sub-section (2) of section
146;*
(f)
sale of whole or substantially the whole
of undertaking of a company as specified
under sub-clause (a) of sub-section (1) of
section 293;*
(g)
giving loans or extending guarantee or
providing security in excess of the limit
prescribed under sub-section (1) of section
372A;*
(h)
election of a director under proviso to
sub-section (1) of section 252;
(j)
Variation in the rights attached to a class
of shares or debentures or other securities
as specified under section 106.
25
Levy for Cess towards rehabilitation and

revival fund
Has the Company paid cess as prescribed by
CG (not less than .005% and not more
than .1% of turnover or gross receipts
whichever is more)?
(Ref no. ----date----; amount Rs -----
Yes
No.
N.A
.
26
Sick industrial company
Yes
No.
N.A
.
Has the company, if an industrial company(i.e.

company with one or more industrial
undertakings coming under S 3(aa) of
IDR Act, 1951 but not including a SSI
undertaking), become a sick industrial
34

company S 2(46AA): i.e.:
a) Is the accumulated loss in any FY equal
to or more than 50% of its average net
worth during 4 years immediately
preceding such FY? or
b) Has it failed to repay its debts within any
three consecutive quarters on demand
by a creditor or creditors of the
Company?
If yes, has the Board of directors made a
reference to the National Company law
Tribunal and prepared a scheme of revival and
rehabilitation and submitted the same to
Tribunal? S 424A
(Not applicable to Govt company unless prior
approval of central or state government
obtained)
Has this reference been made within 180 days
of the Board coming to know of the relevant
facts giving rise to the reference?
27
27.1
Is the application to Tribunal accompanied by a

certificate from an auditor from a panel
prescribed by the Tribunal indicating:
a) The reasons of the net worth of such
company being 50% or less than 50%?
or
b) The default in repayment of debt making
such company a sick company, as the
case may be. (?!)
Special Resolutions (S.180(2013))
Has the consent of the members by a special
resolution obtained in the case of:
(a) Sell, lease or otherwise dispose of the whole
or
substantially
the
whole
of
the
undertaking (exceeding 20% of the net
worth or total income during the previous
financial year) of the Company?
(b)Investing in trust securities the amount of
compensation received by it as a result of
any merger or amalgamation?
(c) Remittance or giving time for the
repayment of any debt due from a director?
35

Minimum remuneration Notification No GSR 36(E), dated 16 Jan
02:
Annexure-1
Notwithstanding anything contained in this Part, where in any financial
year during the currency of tenure of the managerial person, a company
has no profits or its profits are inadequate, it may pay remuneration to a
managerial person by way of salary, dearness allowance, perquisites and
any other allowances,(A) not exceeding the ceiling limit of Rs.24,00,000 per annum or
Rs.2,00,000 per month calculated on the following scale :S.N
o
1
2
3
4
5
6
Effective capital of Company

Less than rupees 1 crore
Rs.1 crore or more but less than Rs. 5 crores
Rs. 5 crores or more but less than Rs. 25
crores
crores
crores
Rs. 100 crores or more
Monthly
remuneration
payable shall not
exceed (Rs.)
75,000
1,00,000
1,25,000
1,50,000
1,75,000
2,00,000
Provided that the ceiling limits specified under this sub-paragraph shall
apply, if
(i)Payment of remuneration is approved by a resolution passed by the
Remuneration Committee;
(ii)The company has not made any default in repayment of any of its
debts (including public deposits) or debentures or interest payable
thereon for a continuous period of thirty days in the preceding financial
year before the date of appointment of such managerial person.
(B)not exceeding the ceiling limit of Rs.48,00,000 per annum or
Rs.4,00,000 per month calculated on the following scale :S.N
o
1
2
3
4

crores
crores
36
Monthly
remuneration
payable shall not
exceed (Rs.)
1,50,000
2,00,000
2,50,000
3,00,000
B
5
6

crores
3,50,000
4,00,000
apply, if
(i)payment of remuneration is approved by a resolution passed by the
(ii)the company has not made any default in repayment of any of its debts
(including public deposits) or debentures or interest payable thereon for a
continuous period of thirty days in the preceding financial year before the
date of appointment of such managerial person;
(iii)A special resolution has been passed at the general meeting of the
company for payment of remuneration for a period not exceeding three
years;
(iv)a statement along with a notice calling the general meeting referred to
in clause (iii) is given to the shareholders containing the following
information, namely;
I.
General Information:
(1)Nature of industry
(2)Date or expected date of commencement of commercial production
(3)In case of new companies, expected date of commencement of
activities as per project approved by financial institutions appearing in
the prospectus.
(4)Financial performance based on given indicators
(5)Export performance and net foreign exchange collaborations
(6)Foreign investments or collaborators, if any.
II.
Information about the appointee:
(1)Background details
(2)Past remuneration
(3)Recognition or awards
(4)Job profile and his suitability
(5)Remuneration proposed
(6)Comparative remuneration profile with respect to industry, size of the
company, profile of the position and person (in case of expatriates the
relevant details would be w r t the country of his origin)
(7)Pecuniary relationship directly or indirectly with the company, or
relationship with the managerial personnel, if any.
III.
Other information:
(1)Reasons of loss or inadequate profits

(2)Steps taken or proposed to be taken for improvement
(3)Expected increase in productivity and profits in measurable terms.
37
B
IV.

Disclosures:
(1)The shareholders of the company shall be informed of the

remuneration package of the managerial person.
(2)The following disclosures shall be mentioned in the Board of directors
report under the heading Corporate Governance, if any, attached to the
annual report: (i)All elements of remuneration package such as salary, benefits, bonuses,
stock options, pension etc. of all the directors;
(ii)Details of fixed component and performance linked incentives along
with the performance criteria;
(iii)Service contracts, notice period, severance fees;
(iv)Stock option details, if any, and whether the same has been issued at
a discount as well as the period over which accrued and over which
exercisable.
(C)exceeding the ceiling limit of Rs.48,00,000 per annum or Rs.4,00,000
per month calculated on the following scale :S.N
o
1
2
3
4
5
6

crores
crores
crores
Monthly
remuneration
payable shall not
exceed (Rs.)
1,50,000
2,00,000
2,50,000
3,00,000
3,50,000
4,00,000
apply, if
(i)Payment of remuneration is approved by a resolution passed by the
(ii)the company has not made any default in repayment of any of its debts
(including public deposits) or debentures or interest payable thereon for a
continuous period of thirty days in the preceding financial year before the
date of appointment of such managerial person;
(iii)a special resolution has been passed at the general meeting of the
company for payment of remuneration for a period not exceeding three
years;
38
(iv)a statement along with a notice calling the general meeting referred to
in clause (iii) is given to the shareholders containing the following
information, namely; I.
General Information:
(1)Nature of industry
(2)Date or expected date of commencement of commercial production
(3)In case of new companies, expected date of commencement of
activities as per project approved by financial institutions appearing in the
prospectus.
(4)Financial performance based on given indicators
(5)Export performance and net foreign exchange collaborations
(6)Foreign investments or collaborators, if any.
II.
Information about the appointee:
(1)Background details
(2)Past remuneration
(3)Recognition or awards
(4)Job profile and his suitability
(5)Remuneration proposed
(6)Comparative remuneration profile with respect to industry, size of the
company, profile of the position and person (in case of expatriates the
relevant details would be w.r.t. the country of his origin)
(7)Pecuniary relationship directly or indirectly with the company, or
relationship with the managerial personnel, if any.
III.
Other information :
(1)Reasons of loss or inadequate profits

(2)Steps taken or proposed to be taken for improvement
(3)Expected increase in productivity and profits in measurable terms.
IV.
Disclosures :
(1)The shareholders of the company shall be informed of the

remuneration package of the managerial person.
(2)The following disclosures shall be mentioned in the Board of directors
report under the heading Corporate Governance, if any attached to the
annual report : (i)All elements of remuneration package such as salary, benefits, bonuses,
stock options, pension etc. of all the directors;
(ii)Details of fixed component and performance linked incentives along
with the performance criteria ;
(iii) Service contracts, notice period, severance fees;
(iv) Stock option details, if any, and whether the same has been issued at
a discount as well as the period over which accrued and over which
exercisable.
39

Provided further that the conditions specified in sub-paragraph (C) shall
apply in the case the effective capital of the company is negative.
Provided also that the prior approval of the Central Government is
obtained for payment of remuneration on the above scale.
(b)
after Explanation III, the following Explanations shall be inserted,
namely,Explanation IV :For the purposes of this section, Remuneration
Committee means that a committee which consists of at least three nonexecutive independent directors including nominee director or nominee
directors, if any.
Explanation V :-For the purposes of this clause, the Remuneration
Committee while approving the remuneration under this section, shall,(a)take into account, financial position of the company, trend in the
industry, appointees qualification, experience, past performance, past
remuneration etc.
(b)be in a position to bring about objectivity in determining the
remuneration package while striking a balance between the interest of
the company and the shareholders.
Explanation VI :for the purposes of Paragraph 1, negative
effective capital means the effective capital which is calculated :(a)in accordance with the provisions contained in Explanation I of this
Part;
(b)less than zero.
Notification GSR 565(E) dated 14.8.02
Maximum remuneration in case of managerial personnel in respect of
companies in Special Economic zones in case of no profits/inadequate
prfits: Rs 2,40,00,000 p.a (or Rs 20 lakhs p.m.)
Conditions:
1. Company has not raised any money by public issue of shares or
debentures in India
2. No default is made in repayment of its debts (incl public deposits) or
debentures or interest payable for a continuous period of 30 days in any
FY.
40

Investor education and protection fund:
Annexure-2 DCA clarification on unpaid dividend
The Department of Company Affairs (DCA) has issued a clarification on the
transfer of "unpaid dividend and other unclaimed amount" to the Investor
Education and Protection Fund (IE&PF)
DCA has clarified that all ùnpaid dividend account' of a company on or
after October 30, 1995 or which have remained unpaid or unclaimed for a
period of seven years from the date of transfer should be transferred to
the IE&PF together with interest accrued thereon, unless they have
already been transferred to the general revenue account of the Central
Government prior to the enactment of the Companies (Amendment) Act,
1999.
Regarding òther unclaimed amounts' the Department has said that all
such amount which have remained unclaimed or unpaid as on October 30,
1991, (irrespective of the number of years they have remained unclaimed
or unpaid as on date) and which remained unclaimed or unpaid as on
October 31, 1998, should be transferred to the IE&PF unless such amounts
have been paid to the parties before the enactment of the Companies
(Amendment) Act, 1999.
Further, in respect of such amounts, which have become due for payment
after October 30, 1991, the amounts should be transferred to the Fund if
they remained unclaimed and unpaid for a period of seven years from the
dates they first become due for payment, the Department said.
These òther unclaimed amounts' include application moneys received by
companies for allotment of any securities and due for refund, matured
deposits with companies, matured debentures with companies, and the
interest accrued on them.
Further, the Department also said that since the Fund became operational
only on October 1, 2001 all amounts due for transfer between November
1, 1998 and September 30, 2001 should have been transferred within the
grace period of 30 days, i.e. October 31, 2001.
Prior to the amendment of Section 205A and the enactment of Section
205C by the Companies (Amendment) Act, 1999 with effect from October
31, 1998, companies were required to transfer to the general revenue
account of the Central Government any moneys transferred to the "unpaid
dividend account" which remained unpaid or unclaimed for a period of
three years from the date of such transfer.
Therefore, all amounts transferred to the ùnpaid dividend account' of the
company on or before October 30, 1995 and which had remained unpaid
or unclaimed on October 30, 1998 should have been transferred to the
general revenue account of the Central Government.
With the amendment of Section 205A and the enactment of 205C, it is
now provided with effect from October 31, 1998 that any moneys
transferred to ùnpaid dividend account' of the company and remaining
41

unpaid or unclaimed for a period of seven years from the date of such
transfer shall be transferred to IE&PF, the Department said.
Companies (Amendment) Act, 2006

"610 B. (1) Notwithstanding anything contained in this Act, and without
prejudice
to the provisions contained in section 6 of the Information Technology Act,
2000, the
Central Government may, by notification in the Official Gazette, make
rules so as to
require from such date as may be specified in the rules, that
(a) such applications, balance-sheet, prospectus, return, declaration,
memorandum of association, articles of association, particulars of
charges, or
any other particulars or document as may be required to be filed or
delivered
under this Act or rules made there under, shall be filed, through the
electronic
form and authenticated in such manner as may be specified in the rules;
(b) such document, notice, any communication or intimation, required to
be served or delivered under this Act, shall be served or delivered under
this
Act through the electronic form and authenticated in such manner as may
be
specified in the rules;
(e)such fees, charges or other sums payable under this Act or
rules made
there under shall be paid through the electronic form and in such manner
as may
be specified in the rules
G.S.R. 739 (E). In exercise of the powers conferred by clause (a) of
sub-section (1) of section 642 of the Companies Act, 1956 (1 of 1956),
read with sub-section (3C) of section 211 and sub-section (1) of section
210A of the said Act, the Central Government, in consultation with
National Advisory Committee on Accounting Standards, hereby makes the
following rules, namely:a. Small and Medium Sized Company (SMC) means, a
companyi. whose equity or debt securities are not listed or are not
in the process of listing on any stock exchange, whether
in India or outside India;
ii.
which is not a bank, financial institution or an insurance
company;
iii.
whose turnover (excluding other income) does not
exceed rupees fifty crore in the immediately preceding
accounting year;
iv.
which does not have borrowings (including public
deposits) in excess of rupees ten crore at any time
during the immediately preceding accounting year; and
42
B
v.

which is not a holding or subsidiary company of a
company which is not a small and medium-sized
company.
Explanation: For the purposes of clause (f), a company shall

qualify as a Small and Medium Sized Company, if the
conditions mentioned therein are satisfied as at the end of the
relevant
accounting
period.
(2) Words and expressions used herein and not defined in
these rules but defined in the Act shall have the same
meaning respectively assigned to them in the Act.
2. Accounting Standards.1.The Central Government hereby prescribes Accounting

Standards 1 to 7 and 9 to 29 as recommended by the Institute of
Chartered Accountants of India, which are specified in the
Annexure to these rules.
2.The Accounting Standards shall come into effect in respect of
accounting periods commencing on or after the publication of
these Accounting Standards.
1. Obligation to comply with the Accounting Standards.1.Every company and its auditor(s)shall comply with the
Accounting Standards in the manner specified in Annexure to
these rules.
2.The Accounting Standards shall be applied in the preparation of
General Purpose Financial Statements.
2. An existing company, which was previously not a Small and Medium
Sized Company (SMC) and subsequently becomes an SMC, shall not
be qualified for exemption or relaxation in respect of Accounting
Standards available to an SMC until the company remains an SMC
for two consecutive accounting periods.
43

Company Law Questionnaire

Diunggah oleh

Informasi Dokumen

Deskripsi Asli:

Judul Asli

Hak Cipta

Format Tersedia

Bagikan dokumen Ini

Bagikan atau Tanam Dokumen

Opsi Berbagi

Apakah menurut Anda dokumen ini bermanfaat?

Apakah konten ini tidak pantas?

Hak Cipta:

Format Tersedia

Company Law Questionnaire

Diunggah oleh

Hak Cipta:

Format Tersedia

COMPANY LAW QUESTIONNAIRE