shilpa
(company secretary in practice)
(148 Points)
Replied 28 December 2007
The compliance with the ROC is based on events basis.Find here lists in which events are mentioned in which compliance with ROC is required
EVENTS / ACTIONS / DECISIONS WHICH REQUIRE CERTAIN COMPLIANCE UNDER COMPANIES ACT, 1956:
1. Change in Authorised / Paid up Capital of the Company.
2. Allotment of new shares / transfer of shares / invitation to subscribe for shares.
3. Issue of shares to the Directors / employees of the Company.
4. Buy Back of shares of the Company.
5. Subdivision of face value of the shares of the Company
6. Investment in share / other securities. Giving Loans to other Companies.
7. Declaration of Dividend / Issue of Bonus Shares.
8. Change in composition of the Board of Directors.
9. Appointment of Managing / whole time Director and payment of remuneration.
10. Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
11. Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
12. Opening / closing of bank accounts or change in signatories of Bank account.
13. Hypothecation or mortgage of the property of the Company against loan.
14. Change in terms of the Loan taken earlier.
15. Full payment of the amount of loan taken against the property of the Company.
16. Acceptance of deposits from Directors / members of their relatives.
17. Executing the documents under the common seal of the Company.
18. Sale or purchase of the fixed assets of the Company.
19. Queries raised by the Shareholders of the Companies and the replies required to be given for these queries.
20. Appointment of sole selling / sole buying agents.
21. Replying the show cause notices received from authorities like Income tax / Sales tax / Service tax / Registrar of Companies.
22. Entering into new business / Partnership.
23. Alteration of memorandum and articles of association of the company.
24. Doing the business with a non resident or a foreign citizen.
25. Finalization of the accounts of the Company.
26. Convening the meetings of the Company. Submission of the resolution to any other third party / any authority, maintenance of board meeting minutes book
27. Maintenance of minutes of general meetings and its attendance
28. Amalgamation of the Company with other company.
29. Shifting the registered office of the Company from one place to other (within municipal limits / from 1 ROC to other in same state / from 1 state to other.)
30. Appointment or change of the Statutory Auditors of the Company.
31. Agreement entered by the shareholders of the Company where Company is a Party.
32. Permission for transactions u/s 297 of the Companies Act, 1956 (where there are common directors or shareholders and two companies wish to have transactions for supply of goods or services)
(This is only an inclusive list and not the exhaustive one and many more points could be added to this list)
Requirement for checking Company Law Compliances
1. Proof of Form 8 & 13 has been filed for all the charges created during the year.
2. Members’ register (should be updated)
3. Register of Directors
4. Register of Charges
5. Register of Investment/Guarantee Loans
6. Minutes and Notice of the AGM
7. Proof of Form 32 has been filed (U/Sec 262 regarding casual vacancy)
8. Disclosure of interest by directors sec 299
9. Register of contracts, companies and firms in which directors are interested. Sec 301
10. Declaration of director, not to hold office or place of profits. Sec 314
11. Proof of filing of Accounts with ROC in 30 Days and copy of Annual Return
12. Letter appointment of Auditors
13. Minutes of Board meetings.
14. Register of attendance of board meetings.
15. List of directors of the company
16. List giving names of public companies in which each director is a director
17. Declaration from each director stating whether there is any delay in filing its (Company in which a director is a director) annual accounts and annual returns with ROC – if there is any failure in filing such returns has it continued for continuous three financial years
18. Declaration from each director stating whether there is any delay in repaying deposits & interest thereon – if there is any delay, has it continued for one year or more
19. Certificate from each of the companies stating whether there is any delay in redeeming the debentures – if there is any delay, has it continued for one year or more.
20. Proof of dividend payment and challan of Corporate Dividend Tax paid.
21. Share transfer certificate
Note:-
The list may include some documents which are not applicable in current year.
Also the list is not exhaustive and further documents may be asked during the course of audit as and when required.
BASIC GROUND WORK OF THE COMPLIANCE CERTIFICATE FOR YEAR 2006 – 2007
NAME OF THE COMPANY:
PLACE WHERE AUDIT CARRIED OUT:
PERSONS REPRESENTING:
CONCERNED PARTY / DIRECT:
DATE ON WHICH CARRIED THE AUDIT:
DATE OF REPORT:
(On the basis of the Date of Balance Sheet)
Sr. No. Point Number Particulars Document to be Checked Details
1.
Name of the Company Certificate of Incorporation
2.
Company Number Certificate of Incorporation
3. Registered office of the Company Form Number 18 latest
4. Authorised Capital MOA or any recent Form Number 5
5. Paid Up Capital Balance Sheet, Latest Form Number 2
6. For the Financial Year Balance Sheet
7. 1. Annexure A All the Registers as per Schedule mentioned herewith
8. 2. Annexure B All the Receipts of the Registrar of Companies and by other Authorities
9. 3. Maximum Number of Members for Private Company only Register of Members
10. 4. Dates of the Board Meetings Check the Signed Minutes for the financial Year upto 31st March and notices thereof
11. 5 Closure of Register of Members Point of the Minutes of Board Meeting
12. 6. Annual General Meeting held in the Financial Year Notice of the Annual General Meeting and Minutes duly signed within 1 month from the date of the meeting
13. 7. Extra Ordinary General Meeting Notice of the Extra Ordinary General Meeting and Minutes duly signed within 1 month from the date of the meeting
14. 8. Loans advanced to the Directors Section 295, Not applicable to the Private Company, Minutes and Balance Sheet
15. 9. Contracts under Section 297 Statutory Register and the Minutes of the Board
16. 10. Contracts under Section 301 Statutory Register and the Minutes of the Board
17. 11. Section 314 Person Holding the place of Profit Minutes of the Board and the application if any made to the Central Government
18. 12. Duplicate Share Certificate Check the Minutes, Statutory Register. Also applicable in case of Duplicate, Splitted, Consolidated and so on
19. 13. (i) Certificates delivered after issue and transfer if any Check the Statutory Register
20. 13. (ii) Dividend Declared / not Board minutes and the Annual General Meeting. Separate Bank account in 5 Days on which date the said amount was deposited
21. 13. (iii) Payment of the Dividend made in 30 days / not if declared Check the Bank Statement of the separate Account
22. 13. (iv) Transfer to 205C (Investor Education and protection fund) Form Number 1 and the challans of Punjab National Bank
23. 13. (v) Directors Report under Section 217 Whether the Directors Report include the details regarding the Section 217
24. 14. Board Meetings duly constituted or not and Appointment of the Directors Form Number 32 and the minutes, 1 meeting per Quarter
25. 15. Appointment of Managing / Whole time Director Form Number 32 and 23 Filed, General Meeting in case of a Public Company
26. 16. Appointment of sole selling agents by the Company Section 294, Form Number 23 , Central Government intimation
27. 17. Approvals of the government Authorities Check the applications and check whether there are any approvals received
28. 18. Disclosure of interest Form Number 24AA and entries made in the register
29. 19. Issue of shares / Debentures etc. Form Number 2 or 10 and the Minutes of the Board
30. 20. Buy Back of shares Minutes of the Board meeting and Form 23, Limit of 25% and 10%
31. 21. Redemption of Preference shares Form Number 5, Redemption reserves, Minutes etc.
32. 22. Rights in abeyance
Hope this wii give you a brif idea for ROc compliances
Thanks
CAclubindia
