Checklist - Private Limited Company in India

Company Name:

For the Period:

Minutes Prepared By:

Minutes Reviewed By:


FOR THE FINANCIAL YEAR:

Compliance Checklist for Secretarial Audit: Private Company

S.No
Particulars



1.
Status of Company
Complied (Yes/No)
Remarks
Remarks of Supervisor

Private Company
¨ Check whether the company has a minimum paid up capital of Rs. 1.00.000/-
¨ In case of an existing Private company this requirement is to be complied with in a period of two years from the commencement of the Companies (Amendment) Act, 2000.i.e 13/12/2000.
¨ Company’s Articles contain provisions-
· Restricting the right to transfer its shares
· Limiting the number of members to 50
· Prohibiting any invitation to public to subscribe its shares/ debentures and prohibiting any invitation or acceptance of deposits from persons other than its members, directors or their relatives

Holding Company
¨ Check whether one of them controls the composition of Board of Directors.
¨ Check whether one of them controls more than half of the total voting power or holds more than half in nominal value of its equity share capital
¨ Check whether one of them is a subsidiary of the other’s subsidiary.



2
Meetings of Directors and Minutes




¨ Check whether the requisite number of Board meetings as required u/s 285 of the Companies Act, 1956 were held during the year.
¨ Check whether Notice of each Board Meeting in writing was issued to all the Directors.

¨ Check whether Attendance records are maintained and the requirement of Board meeting regarding quorum, Chairman, minutes etc. have been complied with.
¨ Check whether the items required to be transacted at the meeting of the Board were actually transacted at the meeting and not by way of resolution by circulation or otherwise.
¨ Check Whether every Director has disclosed his interest (direct or indirect) at the Board meeting in which transaction is considered.
¨ Notice of disclosure of General Interest u/s 299 have been received from all the directors, before the close of the financial year and placed before and read at the next Board meeting and the entries thereof have been made in the register u/s 301 and noted by the board and renewed every year.
¨ Check whether the Board has constituted any committee and whether requirement regarding quorum, Chairman, minutes etc of committee meeting were duly complied.
¨ Check whether the Minutes of Committee Meeting were regularly placed before the Board for taking note of.
¨ Check whether the draft resolution proposed to be passed by circulation together with necessary papers were circulated to all the Directors in India and their number was not less than the quorum fixed for Board Meeting and to all other directors at their usual address in India.
¨ Check whether the resolution by circulation was approved by requisite number of Director as required u/s 289 of the Companies Act, 1956.
¨ Check whether the resolution passed by circulation were put up at the next Board meeting for taking note of.




3
Minutes Books of Board Meeting




¨ Check Whether Minutes Books for Board and committee Meetings are maintained in accordance with the provisions Section 193
¨ Check whether the proceeding of each meeting are entered within 30 days of the meeting.
¨ Check Whether each page of the Minutes Books is consecutively numbered.
¨ Check Whether each page of Individual Minutes is duly initialed or signed and the last page of each such Minutes is dated and signed by the Chairman of the same meeting or of the next succeeding meeting thereof.
¨ Check whether names of Directors present at the meeting are recorded in the minutes.
¨ Check whether the leave of absence granted is recorded
¨ Check whether the nature of interest of a Director in any transaction is being disclosed to the Board.
¨ Check whether Minutes have not been attached or pasted to the Minutes book.
¨ Check whether Minutes are maintained in loose leaf form if so whether safe guards against manipulation have been taken and the leaves are bound at reasonable intervals, i.e. 6 months/1 Year
¨ Check whether the fact that the documents or drafts placed before the meeting is recorded in the minutes.




4
General Meetings and Minutes




(a) Annual General Meeting
¨ Check whether the first AGM was held within 18 months from the date of Incorporation of the company.
¨ Check whether subsequent AGM have been held in each year (calendar year) and the gap between two successive AGM has not been more than 15 months or the period extended by the ROC.
¨ Check whether the provisions of sec 210 have been complied with.
¨ Check whether meetings have been called during business hours on a day not being a public holiday and held at the registered office of the company or at any place in the same city, town or village.
¨ Check whether the provisions of sec 171 to sec 193 and other requirement e.g. notice, quorum, Chairman etc were complied with. (subject to Section 170)
(b) Sending of Notice etc to members.
¨ Check whether a copy of Balance sheet, auditors report, Board report along with a copy of the Compliance Certificate and other specified documents including notice of meeting were sent to Members, trustees of debentures holders, auditors etc. free of cost at least 21 clear days before the meeting.
¨ If sent less than 21 clear days before the meeting whether such shorter period was agreed to by all the members.




(c) Minutes Books of Proceeding of Extra Ordinary General Meeting.
¨ Check whether Minutes Books are properly maintained.
¨ Check whether the proceedings of each general meeting have been entered within 30 days of the meeting.
¨ Check whether the pages of the minutes book are consecutively numbered. Each page is duly initialed and signed and the last page of the record of the proceeding of each meeting is dated and signed by the chairman of the meeting within 30 days of the meeting.
¨ Check whether in the event of death/ inability of the chairman to sign minutes of the general Meeting, the Board resolution has been passed authorizing any director to sign within that period.
¨ Check whether the Minutes are not attached or pasted. All erasures or alteration are duly authenticated.
¨ Check whether the Minutes are maintained in loose leaf form, If so whether safeguard against manipulation have been taken and the page are bound at reasonable intervals.
¨ Check whether the Minutes Books have been kept at the registered office of the company and kept open during business hours for inspection of members without any charge during business hour subject to such reasonable restriction as the Company may impose through its AOA or in general meeting.
¨ Check whether requirement relating to notice, attendance, Chairman, quorum, proxy, proxy register etc have been complied with.




5
Registers and Records




(a) Register of Investment u/s 49
¨ Check whether all investment of the Company are held in the name of the Company.
¨ Check whether if any investment are not held by the Company in its own name as allowed by sub-section (2),(3),(4) or(5); whether register of investment not held in company’s name has been maintained and the particulars such as nature, value and such other particulars as may be necessary fully to identify the shares or securities in question and the bank or person in whose name or custody the shares or securities are held have been entered therein.
¨ Check whether the register is kept open for inspection be any member or debenture holder without charge, during the business hours, subject to reasonable restrictions as may be imposed by the Articles of Association.




(b) Register of Charges u/s 143
¨ Check whether all charges specifically affecting the property of the company and all floating charges on the undertaking or on any property of the company have been entered in the register giving, in each case, the particulars prescribed in sec 143(1)
(i) A short description of the property charged.
(ii) The amount of charge
(iii) Except in case of security of bearer, the names of the persons entitled to the charge.
¨ Check whether copies of instruments creating charges kept in pursuance of Sec 136 and the register of charge kept in pursuance of sec 143 are kept open for inspection as provided in sec 144 by any member or creditor without fee, and by any other person on payment of Rs 10/- or such other fee as may be prescribed, during business hours on such reasonable restrictions as imposed by the general meeting.





(c) Register of Member u/s 150
¨ Check whether separate register for each class of shares are maintained in the format as prescribed under rule 7 of the companies (Issue of share certificate) Rule, 1960.
¨ Check whether entries in the Register authenticated by the secretary or any other person authorized by the Board for the purpose of sealing and signing share certificate.
¨ Check whether declaration made to accompany u/s 187C (1), (2) or (3) has been noted in its register of member within 30 days from receipt of declaration.
¨ Check whether the index of member is maintained unless the register of member is in such form as in its self constitutes an index, where the company has more than 50 members. The index can be in the form of card index.
¨ Check whether every change made in the register of members has also been recorded in the index within 14 days.
¨ Check whether list of beneficial owners (in case of shares held in depository) is also kept by the company.

(e) Register of Particulars of Contracts in which Directors are interested u/s 301
¨ Check whether the register is being properly maintained by entering separately particulars as prescribed u/s 301(1) of all contracts or arrangements to which sec 297 or 299 applies.
¨ Check whether the names of the directors voting for or against the contract or arrangement and the names of those remaining neutral are recorded.
¨ Check whether the entries have been made within 7 days from the date or contract or arrangement was made. If the Company’s paid-up share capital is Rs one crore or more check whether the previous approval of the central Government has been obtained for entering into contracts.
¨ Check whether the register specifies in relation to each Director the names of firm and bodies corporate of which notice has been given by him u/s 299(3)
¨ Check whether the register has been signed by the Directors present at the Board meeting in which the contracts were considered.
¨ Check whether where the above contracts and / or arrangements have been approved by members in their general meeting, the register is maintained and signed in accordance with the terms of the resolution thereat.
¨ Check whether the register is maintained at the register office of the Company and is kept open for inspection and extracts and copies are permitted to be taken or are given to the members in the same manner and on payment of the same fee as in case of Register of members.

(f) Register of Directors, Managing Director, Manager and Secretary u/s 303
¨ Check Whether the necessary particulars prescribed in Sec 303(1) and changes therein have been entered in respect of every Director, managing director, manager or secretary
¨ Check Whether the names and particulars of Companies nominating directors have been entered in the register.
¨ Check Whether the register is kept at the Registered office of the Company and is kept open for inspection by member free of Charge and by outsiders on payment of fee of Rs. 1/-during business hours subject to such reasonable restriction as the company may by its articles or in general meeting impose.

(g) Register of Director’s Shareholding u/s 307
¨ Check Whether the register was duly kept at the registered office of the Company and contain particulars prescribed in sec 307(1),(2) & (3).It was kept open for inspection of any member or debenture holder during business hours subject to reasonable restrictions as the Company may , by its articles or in general meeting impose during the period beginning 14 days before the date of company’s annual general meeting and ending three days after the date of its conclusion, and it was kept open for inspection by any person acting on behalf of the central Government or Registrar during the said period or any other period.
¨ Check Whether the register was produced at the commencement of the Annual General meeting and was kept open and accessible during the continuation of the meeting to any person having the right to attend the meeting
¨ Check Whether every director and every person deemed to be a director u/s 307(10) has given notice in writing to the Company in conformity with sec 308(1) to enable it to comply with the provisions of sec 307.

(k) Register & Returns u/s 163
¨ Check Whether the register of members. The index of members, the register and index of Debentures holders, Contracts entered into by a Company for the appointment of a manager, managing director and copies of annual returns prepared u/s 159 and 160 together with the copies of certificates and documents required to be annexed u/s 160 and 161 are kept at the registered office of the company.
¨ Check Whether if the above registers and returns instead of being kept at the registered office of the Company, are being kept at any other place within the city, town or village in which the register office of the is situate, whether the other place has been approved by a special resolution and Registrar was given an advance copy of the proposed special resolution.
¨ Check Whether the above register and returns are kept open for inspection by any member or Debenture holder without fee, and by any other person on payment of Rs. 10/- or such other fee as any be prescribed, during business hours subject to such reasonable restrictions as the company may impose.
¨ Check Whether copy of such register etc, or extract thereof is supplied within a period of ten days against any request received on payment of Rs. 1 for every 100 words or fractional part thereof or such other fee as may be prescribed.

(l) Foreign Registers of members or Debentures Holders u/s 157
¨ Check Whether Articles authorise for keeping a foreign register of members or debentures holders. If yes,
¨ Check Whether notice of the situation of the office where registers are kept has been filed with the Registrar within 30 days from the date of the opening of any foreign register.
¨ Check Whether notice of the change , if any in the situation of such office or of its discontinuance was filed with the Registrar within 30 days from the date of such change or discontinuance
¨ Check Whether a duplicate of every foreign register has been kept at the registered office and changes in the register duly entered from time to time.
¨ Check Whether the above registers are kept open for inspection and extracts/ copies thereof are supplied on receipt of requisition with the prescribed fees.

(m) Register of Renewed and Duplicate Certificates under Rule 7 of the Companies (Issue of Share Certificates) Rules, 1960
¨ Check Whether the register has been maintained containing prescribed particulars viz., the name of the person to whom the certificate has been issued, the number and date of issue of share certificate etc,
¨ Check Whether all entries in the register have been authenticated by the secretary or any other person authorised by the Board of Directors.

(n) Register of Destruction of Records / Documents.
¨ Check Whether the records and documents are being kept in the Company at least for the periods stated in the Companies (Preservation and Disposals of Records) Rules, 1966.
¨ Check Whether the company has maintained a register in the prescribed form and has entered particulars of documents destroyed as per rule 4 of the aforesaid Rules.
















(o) Register of Transfer
¨ Check Whether the Company has maintained separate register of transfer for different classes of shares/ debentures, and entered therein the particulars relating to the registration of transfer of shares/debentures.
¨ Check Whether transfer number as per the register of transfer and date of approval has been entered in the Share Transfer Deed in Form 7B.

(p) Additional Records

· Check Whether the company has maintained a separate file of documents like Powers of Attorney, Probate, Letters of Administration and/ or succession certificate, resolution of companies or other body corporate authorising any particulars person(s) to sign on its behalf that are registered with the Company.
¨ Check Whether the details of nomination forms have been noted.

Documents to be filed with Registrar of CompCompaniesf
a) Annual Return
¨ Check Whether the Annual Return has been duly filed with ROC within 60 days of the holding of the annual general meeting
¨ Check Whether where annual general meeting has not been held, the return was filed with in 60 days from the date on which the annual general meeting ought to have been held.
¨Check Whether the return has been duly signed and the requisite certificates have been attached as per sec 161.
¨Check Whether in case of an adjourned annual general meeting whether the annual return incorporates the date of the original meeting.







(b) Balance Sheet etc, u/s 220

¨ Check Whether the balance sheet, etc, were adopted by the annual general meeting.
¨ Check Whether 3 copies of balance sheet etc. were filed with the ROC within 30 days of the date of annual general meeting.
¨ Check Whether where an annual general meeting has not been held, 3 copies of balance sheet etc, were filed within 30 days from the latest day on or before which the meeting should have been held and whether a statement of fact and of the reasons thereof was filed along with the balance sheet etc.
¨ Check Whether where Balance sheet etc, were laid before but not adopted by the annual general meeting or the annual general meeting was adjourned without adopting the balance sheet, whether a statement of fact and reasons thereof was filed along with the balance sheet, etc.






(c) Compliance Certificate u/s 383 A
¨ Check Whether the Company to which proviso to sub- section (1) of section 383A is applicable has filed with the ROC a certificate from a CSP in Form appended to the companies (Compliance Certificate) Rules, 2001 within 30 days from the date of annual general meeting.
¨ Check Whether in case of the annual general meeting of the company is not held for the year, the aforesaid Compliance Certificate has been filed with the ROC within 30 days from the latest day on or before which that meeting should have been held.



7
Other Important Returns to be filed







a) Return of Allotment
¨ Check Whether the Company has made any allotment of its shares. If so, the return of allotment in Form No. 2 was filed with the Registrar within 30 days stating the number and nominal amount of the shares comprised in the allotment, the names, addresses, and occupation of the allottees, and the amount, if any, paid or due and payable on each share.
¨ Check Whether shares were allotted at a discount, if so, copy of the resolution authorised the issue of shares at a discount along with a copy of the order of the company Law Board was filed with the return.
¨ Check Whether shares were issued for consideration other than cash. if so, the original contract, along with a copy thereof, entered into with the persons to whom the shares were allotted for consideration other than cash was filed with the return.
¨ Check Whether the copy of the contract was verified by an affidavit by a director or secretary of the Company.
¨ Check Whether the contract for issue of shares for consideration other than cash was not reduced in writing. If so, whether particulars of the contract were filed in Form No. 3 and the form was duly stamped with stamp duty, which would have been paid, had the contract been reduced to writing.
¨ Check Whether bonus shares were issued. If so, a return stating the number and nominal amount of shares comprised in the allotment, the names, address and occupation of the allottees and a copy of the resolution authorising the issue of such shares was filed.
¨ Check Whether allotment has been made in pursuance of the order of the court u/s 391/394. If so, verify whether shares were allotted in the proportion stated in the order.

(c) Registration of Creation / Modification / Satisfaction of Charge.
¨ Check Whether the charge falls within any one of the categories of the registrable charge as provided in sec 125(1).
¨ Check Whether the prescribed particulars of the charge requiring registration were filed in 3 copies with ROC in Form No. 8 along with Form No. 13 duly signed by the company as well as the charge holder and along with the original/ certified copy of the instrument, if any, within 30 days after the date of its creation or within the time permitted by the ROC under proviso to sub-section (1) of sec 125 of the Companies Act.
¨ Check Whether in case of issue of debentures of a series, if there has been any charge to the benefit of debenture holders of that series, the required particulars have been filed with Registrar in Form No.10 along with Form No. 13 ( in triplicate) within 30 days from the date of execution of the debentures of the series.
¨ Check Whether in case commission, allowance, discount is paid or made in consideration for subscribing, etc, to debentures, whether the form included particulars of such commission, etc.

¨ Check Whether the documents were registered by the ROC and endorsed copies thereof have been obtained.
¨ Check Whether abstract of registration is duly endorsed on every debenture or certificate of debenture stock issued, the payment of which is secured by the charge registered.
¨ Check Whether particulars of modification of charge were filed in 3 copies in from No. 8 along with Form No. 13 duly signed with the ROC within 30 days of the modification or within the extended period.
¨ Check Whether a copy of the instrument creating / modifying charge/ a copy of debenture of the series, if any, required to be registered was kept at the registered office.
¨ Check Whether where payment or satisfaction of charge registered has been effected in full, intimation thereof has been sent to the ROC in three copies form 17 along with Form No. 13 duly signed by the Company as well as the Charge holder within 30 days from the date of such payment or satisfaction (section 138)
¨ Check Whether the satisfaction of charge has been registered by the ROC and endorsed copies of documents have been obtained.
¨ Check Whether in case of delay / omission / misstatement in filing particulars of charge created / modified or issue of debentures of a series or intimation of satisfaction of charge, to the ROC a petition has been made to the Company Law Board in accordance with the Company Law Board Regulation, 1991, and CLB order obtained and certified copy of such order has been furnished to the ROC along with Form No.21
¨ Check Whether instruments creating / modifying charges kept open for inspection as prescribed.



9
Miscellaneous Matters





(a) Board Sanction for a Certain Contract.
¨ Check Whether Board of Director’s consent was obtained by a resolution passed at a meeting for entering into contracts in which directors were interested.
¨ Check Whether Regional Director’s prior approval was obtained if the paid up share capital of the company was not less than rupees one crore.
¨ Check Whether the particulars of contract were entered in the register of contracts in accordance with section 301.

(b) Holding office or place of profit
¨ Check Whether a director of the company and others referred to in clause (b) of sec 314(1) hold any office or place of profit.
¨ Check Whether a necessary declaration was obtained from persons referred to in sec 314(2A).
¨ Check Whether a prior special resolution was duly passed at the general meeting and Form 23 was duly filed with the Registrar.
¨ Check Whether prior approval of the Central Government was obtained where monthly remuneration paid was not less than Rs. 50,000/-or as may be prescribed.
¨ Check Whether the concerned person vacated his office immediately and refunded the remuneration received from the Company if the Central Government’s permission was either not obtained or denied.

(c) Issue of certificates for shares and other securities
¨ Check Whether the company has allotted shares and entered the names of allotees in its register of member.
¨ Check Whether the Company has issued and delivered share certificates as per section 83 and 113 of the Act and the provisions of the companies ( Issue of share certificates) Rules, 1960.
¨ Check Whether .the company has executed Debenture Trust Deed in case of secured debentures
¨ Check Whether the company has delivered debenture- certificates within the prescribed period and in case of delay, CLB order for extension of time has been obtained.
¨ Check Whether the company has registered transfer and transmission of shares as per sections 108 to 113.
¨ Check Whether the Company has kept in abeyance the registration of transfers in cases of court-injunction.

(d) Transfer of shares
¨ Check Whether the requirement contained in the Articles of Association have been complied with.
¨ Check Whether the transfer of shares / debentures and the issue of certificate thereof have been made within the stipulated time u/s 108 to 113 in accordance with the procedure prescribed.
¨ Check Whether in respect of transfer deeds reported lost, the Company has registered transfer of shares based on an application in writing on stamp paper of the required value with indemnity duly executed by the transferee to the satisfaction of the board in accordance with the first proviso to section 108(1A).
¨ Check Whether share transfer application is in from 7B/7BB, as the case may be.
¨ Check Whether a notice had been sent to the transferee in case of partly paid up shares.
¨ Check Whether requisite permission u/s 108A, 108B and 108C has been obtained from the central Government in applicable cases.
¨ Check Whether any directions issued by the central government u/s 108D has been complied with.
¨ Check Whether nomination of shares debentures received u/s 109A has been duly noted on relevant registers by the Company.
¨ Check Whether the shares / debentures have not been registered in the name of firm, HUF, trust (unless registered under societies Registration Act, 1860), in view of the provisions under section 153.
¨ Check Whether certification of transfer was done in accordance with the provisions under sec 112 and the certification on the instrument of transfer to the effect “Certificate lodged” was done by a duly authorised person
¨ Check Whether all transfers have been properly included in the Annual Return.

(e) Transmission of shares
¨ Check Whether the shares have been transmitted to the legal representative of the deceased shareholder in the case of death of a sole shareholder and in the case of joint holdings only to the survivor(s).
¨ Check Whether transmission of shares is effected upon the production of succession certificate or probate or letter of administration or indemnity duly signed by the legal heirs of the deceased or as per procedure stipulated by the Board of directors and / or Articles of Association.

(f) Declaration, Payment and Transfer of Dividend
¨ Check Whether dividends were declared out of profits after providing for depreciation according to the sec 205(2)..
¨ Check Whether specified minimum amount has been transferred to reserve according to the Companies (Transfer of Profits to reserves) Rules, 1975.
¨ Check Whether Board Resolution recommending dividend has been passed.
¨ Check Whether the Board has authorised the opening of a separate Bank Account for payment of dividend.
¨ Check Whether the amount of dividend including interim dividend was deposited in the separate Bank account within 5 days from the date of declaration of such dividend.
¨ Check Whether register of members was closed as per the provisions of sec 154.
¨ Check Whether interim Dividend, if any, declared by the Board of Directors has been confirmed / noted at the annual general meeting.
¨ Check Whether dividend recommended by the Board of Directors was declared at the annual general meeting.
¨ Check Whether Dividend warrants were printed, signed and dispatched to the registered shareholders within 30 days of declaration.
¨ Check Whether permission of Reserve Bank of India, if required was obtained before dividend was remitted to foreign / non resident Indians.
¨ Check Whether stock exchanges were duly intimated, in case of listed Company.
¨ Check Whether voluntary transfer to reserve, if any, was made according to the Companies (Transfer of Profits to Reserves) Rules, 1975.
¨ Check Whether in case of inadequacy of profits, the Companies (Declaration of Dividends out of Reserves) Rules.1975 were complied with or previous approval of the Central Government was obtained, before such declaration.
¨ Check Whether dividend were paid according with the sec 206 only to the registered shareholder or to his order or to his bankers. In case of share warrant, dividend has been paid to the bearer of such warrant or to his bankers.
¨ Check Whether unpaid or unclaimed dividend was transferred to the unpaid dividend account within 7 days after the expiry of 30 days from the date of declaration (sec 205A).
¨ Check Whether amount of dividend remaining unpaid and unclaimed for seven years from the date they became due for payment has been transferred to the Investor Education and Protection Fund, established by the Central Government pursuant to sec 205C and while transferring the amount, the company furnished a statement in the prescribed form under section 205A(6).

(g) Board Report
¨ Check Whether a Board resolution was passed authorising chairman or other directors to sign the report on behalf of the Board.
¨ Check Whether the report was duly signed by persons authorised to sign.
¨ Check Whether the Board’s Report was attached to the balance sheet.
¨ Check Whether the report contained specified particulars viz, state of affairs of the company, proposed transfer to reserve, proposed dividend, material changes affecting the financial position, conservation of energy, technology absorption, etc.
¨ Check Whether the Board’s report includes a statement showing employees particulars in accordance with the Companies (Particulars of employees) Rules 1975.
¨ Check Whether the Board’s report includes a directors’ responsibility Statement, about following applicable accounting standards, consistent application of accounting polices, maintenance of adequate accounting records, preparation of annual accounts on going concern basis.
¨ Check Whether in case of a Non- banking Financial Company, a residuary Non- Banking Company, the board ‘s report includes details required to be furnished under Non- Banking Financial Companies (Reserve Bank) Directions, 1987, as the case may be.
¨ Check Whether in case the company has passed a special resolution authorising it to purchase its own securities (Buy- Back) pursuant to sec 77 a and the Buy- back has not completed within the time specified 912 months from the date of resolution 0, the reason for failure have been specified.
¨ Check Whether a copy of the compliance certificate issued by a CSP was attached to the Board’s Report.
¨ Check Whether changes in the directors of the Company have been reported.

(h) Transfer of the unpaid amount to the Investor Education and Protection Fund.
¨ Check Whether the company has duly transfer the following amount s to the Investor Education and Protection Fund.
1. Amounts in the unpaid accounts of the Company.
2. The application money received by the Company for allotment of any securities and due for refund.
3. Matured deposits with the Company
4. Matured Debentures with the Company.
5. Interest accrued on the amounts referred to in clauses (I) to (iv) above.
If such amounts have remained unclaimed and unpaid for a period of seven years from the date they became due for payment.

(i) Appointment of Directors
¨ Check Whether the appointment conforms to the provisions contained to the Articles.
¨ Check Whether the Company has the minimum number of Directors- three in the case of public Company and two in the case of a Private Company.
¨ Check Whether if the number had fallen below the minimum, whether action was taken to bring the number to the minimum.
¨ If it is a new Company, Check if first Directors were appointed in accordance with the articles.
¨ Check Whether in the case of a Public company whether the provisions of sec 255 and 256 have been duly complied with.
¨ Check Whether persons other than retiring directors who were candidates for directorship at the general meeting had given not less than fourteen days notice and made a deposit of Rs. 500/- per candidate and has also complied with the provisions of section 257.
¨ Check Whether in case of Public Company. if the number of directors has been increased beyond 12, approval of the Central government u/s 259 has been obtained.
¨ Check Whether if the Board has filed up casual vacancy among directors appointed in general meeting, the appointment was in accordance with the articles and was made at a meeting of the Board.
¨ Check Whether if the Board has appointed any alternate / additional director during the year u/s 313 and 260 respectively, the appointment was in accordance with the Articles.
¨ Check Whether if any nominee Director has been appointed during the year, the appointment is in consonance with the provisions of the articles of the company.
¨ Check Whether the Company has complied with the provisions of sec 265 where it has adopted principal of proportional representation for appointment of Director
¨ In case of Public Company, check whether it has secured Central Government approval as required u/s 268 foe an amendment of any provision relating to the appointment or reappointment of managing or Whole-time director or of a director not liable to retire by rotation.
¨ Check Whether directors other than those referred to in sec 264(2) had given consent to act as Director within 30 days of his appointment and the consent was filed with the ROC in form No. 29.
¨ Check Whether none of the directors suffers from any of the disqualification with reference to section 274.
¨ Check Whether none of the directors is holding directorships in more than 15 Companies subject to provisions of section 278 of the Act.
¨ Check Whether the office of any director stands vacated on account of any of the disqualification specified in section 283 or contravention of the provisions of sec 314(1).
¨ Check Whether in case of Private company, the office of any director stands vacated on account of any of the additional grounds specified in Articles of Association.
¨ Check Whether if any director was removed before the expiry of his term of office, in accordance with the provisions of section 284 such director was not appointed afresh by the Board of directors as per proviso to section 284(6).

(j) Sole Selling Agent
¨ Check whether appointment is done for a period not exceeding 5 years at a time
¨ Check whether appointment is approved by the company in the first general meeting held after the date of appointment
¨ Check whether consent of company accorded by special resolution and approval of Central Govt. taken where paid-up capital of company is more than rupees fifty lakhs

(k) Borrowings
¨ In case of Private Company, Check whether there are any restrictions on the amount of borrowings contained in the articles of association of the company. If yes, check whether borrowings are in accordance with the provisions contained in the articles.

(l) Borrowing by way of deposits by NBNFCs
¨ Check Whether the company is not in default in the repayment of any deposit or part thereof and any interest thereupon in accordance with the terms and conditions of such deposits.
¨ Check Whether approval of board in terms of section 292(10 has been obtained to invite deposits and draft advertisement approved.
¨ Check Whether the advertisement has been issued on the authority and in the name of Board.
¨ Check Whether the advertisement contains the particulars specified in rules 4(2) (a) to (k) of the Companies (Acceptance of deposits) Rules, 1975. In case deposits were accepted without invitation check that a statement in lieu of advertisement has been delivered to the ROC, before accepting deposits(rule 4A)
¨ Check Whether a copy of the advertisement duly signed by majority of directors was filed with the ROC, for registration, before publishing the same.
¨ Check Whether advertisement has been published ion a leading English newspaper and one vernacular newspaper circulating in the state where the registered office is situated within the prescribed time.
¨ Check Whether proper scrutiny of the fixed deposit application forms, particularly the names, amount, address and other relevant particulars, has been done.
¨ Check Whether deposits repayable on demand or on notice or after a period of less than six months and more than three years.
¨ Check Whether deposits have been accepted within the limits prescribed in rule 3(2).
¨ Check Whether the rate of interest on deposits is within the prescribed limits.
¨ Check Whether the rate of brokerage is within the prescribed limits.
¨ Check Whether the Company, deposits/ invest on or before 30th April of each year not less than the prescribed limit of the deposits maturing during the year, in specified securities (rule3A).
¨ Check Whether proper receipts were issued to the depositors on the acceptance of deposits.
¨ Check Whether register of deposits has been maintained with particulars specified in rule 7.
¨ Check Whether return of deposits duly certified by the auditor of the Company has been filed with ROC and Reserve Bank of India on or before 30th June giving the position as on 31st March.
¨ Check Whether payment of interest has been made on time.
¨ Check Whether deposits were repaid on time. In case of repayment of deposits before maturity. The Company has complied with the requirements of the Rules in this regard.
¨ Check Whether where the Company has obtained any extension of time or exemption u/s 58A(8), Check Whether the terms thereof have been complied with.
¨ Check Whether in case any order has been made by the Company Law Board u/s 8A(9), it has been complied with.
¨ Check Whether the Company has complied with applicable directions issued by RBI. If any.