Company law Compliances

DIVIDEND

Sr. No Compliance
1. Whether the company declared any dividend?
(section 205 and 206)
2. Whether dividend deposited within 5 days in a
separate bank account? (section 205 and 206)
3. Whether dividend paid within 30 days? (section
205 and 206)
4. Whether any dividend lies in abeyance during the
year? (section 205A)

MEETINGS

Sr. No. Compliance

1. Whether AGM held within 15 months of the last
AGM?(section 171 to 193)

2. Whether proper notice calling the AGM was sent?

3. Whether minutes of the AGM is recorded and

signed?
4. Whether any EGM held during the year? If yes,
whether all provisions of calling, convening and
recording the proceedings of General meeting
complied with?
5. Whether at least one board meeting held in a
quarter?
6. Whether in all meetings quorum was present,
circular resolutions noted, previous minutes got
confirmed? (section 289, 193).
7. For the Board meetings held during the year,
whether notice was sent and whether attendance
recorded (section 285)
8. Whether any resolution passed by circulation?
(section 289)
9 Whether minutes of the Board meetings are
prepared and signed by the Chairman?
10 Whether Form 23 was filed with respect to all
special resolutions passed?
DIRECTORS

Sr. No. Compliance

1. List of all directors of the Company and its
subsidiaries (identifying the Chairman and Vice-
Chairman) along with the following details for
each:
(a) Nationality; (b) Other directorships and
business interests, including a detailed list of
companies in which the directors are interested
and the nature of interest of such director; (c)
Beneficial and/or non-beneficial interests
including registered holdings of any share
capital, debentures or warrants of the
Company and its subsidiaries or associated or
affiliated company held by such director, his or
her family members and/or entities owned
and/or controlled by the director or his or her
family members; (d) Identity of executive or
non-executive directors; (e) Any management
job title held by any of the directors; (f) Date
of appointment and the date of retirement, if
any; and (g) Annual compensation.

2. List of Directors having any service agreements

with the Company or its subsidiaries. Please
provide copies of the service agreements. In the
absence of any service agreements please provide
complete details of the terms and conditions
applicable to their employment
3. Full particulars about the nature and extent of any
interests of directors in transactions which are or
where unusual in their nature or conditions or
significant to the business of the Company or any
subsidiary
4. A complete list of copies of any personal
guarantees and identities furnished by the directors
on behalf of the Company and its subsidiaries or
vice-versa
5. A list of loans along with copies of loan 1
agreements, if any, granted to the directors by the
Company and its subsidiaries
6. Details of any settlement or trust/foundation or
proposed settlement or trust/foundation made by
any of the directors or under which any such
director is or may become interested in respect of
any shares of the Company or its subsidiaries
(along with copies of relevant documents like the
Trust Deed, Settlement Deed, etc.).

7. Details of any personal bankruptcy of any director

and of, any insolvency of a group of which any of
the directors was a director, officer or shareholder.

8. Indicate whether any directors or officers act under

powers of attorney. If so, please provide a list of
such directors or officers and copies of the powers
of attorney.
9. A list of alternate directors, if any with their dates
of appointment
10. Whether provisions of director's appointment, re-
appointment, removal, if any, and resignation,
consent, by rotation, disqualification, register are
complied (Section 255, 256, 257, 260, 262, 264,
274,278,283,284,314)

11. Whether any loans given to Directors or his

relatives, firm, company and whether any approval
from Central Government taken (section 295)?

12. Whether any MD, WTD, Manager appointed

during year?
Whether terms are as per schedule XIII or approval
of CG taken (section 269, Schedule XIII)

13. Whether any new directorship intimated by any

director? (section 305)

FORMS TO BE FILED WITH REGISTRAR

Sr. No. Compliance

1. Whether Annual return is filed within 60 days of
AGM in Form 20B? (section 161).
2. Whether 3 copies of the Balance sheet adopted at
AGM are filed within 30 days of AGM ? Form
23AC? (section 220).
3. Whether compliance certificate for the last year
was filed with ROC within 30 days of AGM?
(section 383 A)?
4. Whether any shares allotted during the year and
whether Form no.2 filed with ROC?
5. Whether any security is bought back in the year
and Form 4a and 4C filed (Central Government
Rules)?
6. Whether any change in authorized capital made
and whether Form 5 is filed with ROC?
7. Whether any change in office during the year and
whether Form 18 is filed within 30 days?
8. Any order from CLB or court during the year and
whether the same is filed in Form 21 within 90
days with ROC.
9. Whether any resolution or agreements to be filed
in Form 23 within 30 days? (section 192).
10. Any whole time director/ MD appointed during the
year and whether Form 25C filed with ROC within
90 days (section 269(2) schedule XIII)
11. Any person holding shares in trust and whether
Return in Form 22B filed within 30 days of the
declaration of beneficial interest (section 187C and
Beneficial interest rules).
12. Whether any charge created during the year? If yes,
whether Form 8 filed within 30 days ?(section 125)

13. Whether Form 24 AA received from all directors

regarding disclosure of interest, whether entered
into register before close of financial year
?(section 299)
14. Whether any transaction, in which directors are
interested, entered into during the year and
whether prior approval of Regional Director
taken? (Section 297, 301)
15. Whether any director or their relatives hold any
office of profit? If yes whether provisions of
section 314 complied with? (section 314)

16. Whether any preference shares redeemed during the

year, whether Form 5 filed with ROC ?(section 80)

17. Whether borrowings are within limit prescribed

under section 3 72A?
18. Whether any change made in Memorandum or
Articles? (section 17, 17A, 18, 31)

AUDIT COMMITTEE (Section 292A)

Sr. No. Compliance

1. Whether Audit Committee constituted as per section
292A?

2. Whether it contains at least 3 directors of which at

least two-thirds of the members shall be directors
other than managing director and whole time
directors?
3. Whether Annual Report discloses the composition of
Audit Committee?
4. Whether any recommendation given by Audit
Committee?
5. Whether such recommendations accepted by Board of
directors?
6. Whether all other requirements of Audit Committee
are complied with?
 STATUTORY BOOKS

Please state whether the following books, records and registers are maintained.

Sr. No. Compliance

1.
Minutes of Board

meeting General

meeting Committee

2. meeting
Register of investments in shares or securities not
held in company's name (section 49(7))
3. Register of fixed deposits
4. Register of charges (section 143(1))
5. Register of securities bought back (section 77A(9)

6. Register of members (section 150(1))

7. Foreign register of members and debenture holders

8. Index of members where the number is more than

50 unless the register of members itself affords an
index (section 151 (1))
9. Register of debenture holders
10. Index of debenture holders where the number is
more than 50 unless the register of debenture
holders itself affords an index
11. Register of loans, guarantees, investments in shares
and debentures of other bodies corporate (section
372A)
12. Minutes of meetings of board of directors and
committees of the board and of proceedings of
general meetings (section 193(1))
13. Register of directors, managing director, manager
and secretary (section 303(1))
14. Register of directors' shareholdings (section
307(1))
15. Register of contracts, companies and firms in
which the directors of the company are interested
directly or indirectly (Section 301(1))
16. Books of account containing the following details
(section 209 (1))
i. all sums of money received and expended
by the company ii. all sales and purchases of
goods by the company
all assets and liabilities of the company

17. Dividend register

18. Copies of annual returns prepared under sections
159 and 160 together with copies of certificates and
documents required to be annexed thereto under
section 161

OTHER COMPLIANCES

Sr. No. Compliance

1. Whether company has accepted any deposits? (5 8A
and deposit rules)
2. Whether return of deposits duly certified by auditor
and filed with RBI before 30 th June, and
advertisement in newspaper? (5 8A and deposit
rules)
3. Any person holding shares in trust? (Beneficial
interest rules).
4. Whether Form I, II and III are field with the
Company in relation to such trust (Beneficial
interest rules)?
5. Any book closure during the year? (section 154)
6. Whether 7 days notice for book closure was given
(section 154)?
7. Whether book closure was within the time limit i.e.
not closed for more than 30 days and aggregating
not more than 45 days in a year (section 154)?
8. Whether any duplicate shares issued during the
year? If yes, whether prescribed procedure
complied?
9. Whether any share transfer/ transmission during the
year made? (section 108 and 113)
10. Whether shares transferred/transmitted recorded
within time (section 108 and 113)?
11. Whether any new shares, shares with differential
rights, sweat equity, ESOP, debenture, preference
 shares, and Bonus shares issued during the year?
Whether necessary provisions are complied with
(section 81)
12. Whether any prosecution initiated or show cause
notice or compounding done during the year?
13. Whether Company has received any deposit from
any of its employee during the year, whether the
same is deposited as required under section 417 (D?

14. Whether any resolution passed by Postal Ballot,

whether all requirements are complied (section
192A).