Corporate Compliance Audit Prepared By: CA. Sanjay Goel A M S D
& ASSOCIATES Chartered Accountants
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-----SYNOPSIS----- Name of Company ABC PVT LTD Corporate
Identity Number: U11111WB2222PTC333333 Registered Office Authorised
Up Capital 1,00,000 Nos. Of Equity Shares of Rs. 100 Each Paid Up
Capital 91,144 Nos. Of Equity Shares of Rs. 100 Each List of
Present Directors Name Designation
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Shareholding PatternName No. of Shares % Holding Net worth of
the Company As per Audited Balance Sheet of F Y 2012-13 Estimated
for F Y 2013-14 Turnover of the Company As per Audited Balance
Sheet of F Y 2012-13 Estimated for F Y 2013-14
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Records Maintained under the companies Act 1956 Books of
Accounts Minutes Book Application and allotment of Shares Register
of Members and Share Ledgers Register of Transfer Register of
Charges Register of Contract under Section 301 Register of Fixed
Assets
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CHECK LIST
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Whether the company is or has associate company ( Section 2(6)
of The Companies Act, 2013) (6) associate company, in relation to
another company, means a company in which that other company has a
significant influence, but which is not a subsidiary company of the
company having such influence and includes a joint venture company.
Explanation.For the purposes of this clause, significant influence
means control of at least twenty per cent. of total share capital,
or of business decisions under an agreement;
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Whether the company is or has subsidiary company ( Section
2(87) of The Companies Act, 2013) 2(87) subsidiary company or
subsidiary, in relation to any other company (that is to say the
holding company), means a company in which the holding company (i)
controls the composition of the Board of Directors; or (ii)
exercises or controls more than one-half of the total share capital
either at its own or together with one or more of its subsidiary
companies: Provided that such class or classes of holding companies
as may be prescribed shall not have layers of subsidiaries beyond
such numbers as may be prescribed.
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Compliance of Section 21 of the Companies Act 2013 Whether the
document or proceedings and contracts signed by any KMP or an
officer of the company whom duly authorised by the Board in this
behalf 21. Save as otherwise provided in this Act, (a) a document
or proceeding requiring authentication by a company; or (b)
contracts made by or on behalf of a company, may be signed by any
key managerial personnel or an officer of the company duly
authorised by the Board in this behalf.
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Is there loan and deposit outstanding as on 31.03.2014 At time
of commencement of the 2013 Act, if the company had already taken
loan from persons other than directors and body corporate Then the
Company needs to file DPT -4 with ROC up to 30th June 2014 and
repay the loan amount up to 31st March 2015.
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Certification by company secretary Applicability of
certification of annual return by practising company secretaries (
Section 92 of The Companies Act, 2013) 92(2) The annual return,
filed by a listed company or, by a company having such paid-up
capital and turnover as may be prescribed, shall be certified by a
company secretary in practice in the prescribed form, stating that
the annual return discloses the facts correctly and adequately and
that the company has complied with all the provisions of this
Act.
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Minutes of Meetings Minutes of proceedings of general meeting
and BOD meetings properly maintained (Section 118 of The Companies
Act, 2013) 118. (1) Every company shall cause minutes of the
proceedings of every general meeting of any class of shareholders
or creditors, and every resolution passed by postal ballot and
every meeting of its Board of Directors or of every committee of
the Board, to be prepared and signed in such manner as may be
prescribed and kept within thirty days of the conclusion of every
such meeting concerned, or passing of resolution by postal ballot
in books kept for that purpose with their pages consecutively
numbered.
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Maintenance and inspection of documents in electronic form 120.
Without prejudice to any other provisions of this Act, any
document, record, register, minutes, etc., (a) required to be kept
by a company; or (b) allowed to be inspected or copies to be given
to any person by a company under this Act, may be kept or inspected
or copies given, as the case may be, in electronic form in such
form and manner as may be prescribed.
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List of books of account & financial statement maintained (
Section 128 of The Companies Act, 2013) 128. (1) Every company
shall prepare and keep at its registered office books of account
and other relevant books and papers and financial statement for
every financial year which give a true and fair view of the state
of the affairs of the company, including that of its branch office
or offices, if any, and explain the transactions effected both at
the registered office and its branches and such books shall be kept
on accrual basis and according to the double entry system of
accounting: Provided that all or any of the books of account
aforesaid and other relevant papers may be kept at such other place
in India as the Board of Directors may decide and where such a
decision is taken, the company shall, within seven days thereof,
file with the Registrar a notice in writing giving the full address
of that other place: Provided further that the company may keep
such books of account or other relevant papers in electronic mode
in such manner as may be prescribed.
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Applicability of corporate social responsibility ( Section 135
of The Companies Act, 2013) 135. (1) Every company having net worth
of rupees five hundred crore or more, or turnover of rupees one
thousand crore or more or a net profit of rupees five crore or more
during any financial year shall constitute a Corporate Social
Responsibility Committee of the Board consisting of three or more
directors, out of which at least one director shall be an
independent director.
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Applicability of Internal audit If Yes then it will conducted
and report received or not. (Section 138 of The Companies Act,
2013) 138. (1) Such class or classes of companies as may be
prescribed shall be required to appoint an internal auditor, who
shall either be a chartered accountant or a cost accountant, or
such other professional as may be decided by the Board to conduct
internal audit of the functions and activities of the company.
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Companies required to appoint internal auditor Every Listed
Company Every unlisted Public company Having share capital 50 cr or
more Turnover 200 cr or more Outstanding loans or borrowing Rs. 100
Cr or more Outstanding deposits Rs. 25 Cr or more Every Private
Company turnover of Rs. 200 Cr or More outstanding loans or
borrowings Rs. 100 Cr or More
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Register of directors and key managerial personnel and their
shareholding 170. (1) Every company shall keep at its registered
office a register containing such particulars of its directors and
key managerial personnel as may be prescribed, which shall include
the details of securities held by each of them in the company or
its holding, subsidiary, subsidiary of companys holding company or
associate companies. (2) A return containing such particulars and
documents as may be prescribed, of the directors and the key
managerial personnel shall be filed with the Registrar within
thirty days from the appointment of every director and key
managerial personnel, as the case may be, and within thirty days of
any change taking place.
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Quorum of Meeting of Board are available or not (Section 174 of
The Companies Act, 2013) 174. (1) The quorum for a meeting of the
Board of Directors of a company shall be one third of its total
strength or two directors, whichever is higher, and the
participation of the directors by video conferencing or by other
audio visual means shall also be counted for the purposes of quorum
under this sub- section.
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Applicability of audit committee ( Section 177 of The Companies
Act, 2013) 177. (1) The Board of Directors of every listed company
and such other class or classes of companies, as may be prescribed,
shall constitute an Audit Committee. (2) The Audit Committee shall
consist of a minimum of three directors with independent directors
forming a majority: Provided that majority of members of Audit
Committee including its Chairperson shall be persons with ability
to read and understand, the financial statement. (3)EveryAudit
Committee of a company existing immediately before the commencement
of this Act shall, within one year of such commencement, be
reconstituted in accordance with sub-section (2).
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Applicability of remuneration and nomination committee (
Section 178 of The Companies Act, 2013) 178. (1) The Board of
Directors of every listed company and such other class or classes
of companies, as may be prescribed shall constitute the Nomination
and Remuneration Committee consisting of three or more
non-executive directors out of which not less than one-half shall
be independent directors: Provided that the chairperson of the
company (whether executive or non-executive) may be appointed as a
member of the Nomination and Remuneration Committee but shall not
chair such Committee.
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Disclosure of Interest by director ( Section 184 of The
Companies Act, 2013) 184. (1) Every director shall at the first
meeting of the Board in which he participates as a director and
thereafter at the first meeting of the Board in every financial
year or whenever there is any change in the disclosures already
made, then at the first Board meeting held after such change,
disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals which
shall include the shareholding, in such manner as may be
prescribed. Disclosure of Interest in MBP-1 and to be filed with
ROC in MGT-14
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Whether there is any loan to director, Shareholders,etc. 185.
(1) Save as otherwise provided in this Act, no company shall,
directly or indirectly, advance any loan, including any loan
represented by a book debt, to any of its directors or to any other
person in whom the director is interested or give any guarantee or
provide any security in connection with any loan taken by him or
such other person:
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Compliance of Loan & Investment made by Company ( Section
186 of The Companies Act, 2013) No company shall directly or
indirectly (a) give any loan to any person or other body corporate;
(b) give any guarantee or provide security in connection with a
loan to any other body corporate or person; and (c) acquire by way
of subscription, purchase or otherwise, the securities of any other
body corporate, exceeding sixty per cent. of its paid-up share
capital, free reserves and securities premium account or one
hundred per cent. of its free reserves and securities premium
account, whichever is more.
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Details of related party transactions ( Section 188 of The
Companies Act, 2013) 188. (1) Except with the consent of the Board
of Directors given by a resolution at a meeting of the Board and
subject to such conditions as may be prescribed, no company shall
enter into any contract or arrangement with a related party with
respect to (a) sale, purchase or supply of any goods or materials;
(b) selling or otherwise disposing of, or buying, property of any
kind; (c) leasing of property of any kind; (d) availing or
rendering of any services; (e) appointment of any agent for
purchase or sale of goods, materials, services or property; (f)
such related party's appointment to any office or place of profit
in the company, its subsidiary company or associate company; and
(g) underwriting the subscription of any securities or derivatives
thereof, of the company:
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Applicability of appointment of managing director and fixation
of their remuneration 196. (1) No company shall appoint or employ
at the same time a managing director and a manager. (2) No company
shall appoint or re-appoint any person as its managing director,
whole-time director or manager for a term exceeding five years at a
time: Provided that no re-appointment shall be made earlier than
one year before the expiry of his term. (3) No company shall
appoint or continue the employment of any person as managing
director, whole-time director or manager who (a) is below the age
of twenty-one years or has attained the age of seventy years:
Provided that appointment of a person who has attained the age of
seventy years may be made by passing a special resolution in which
case the explanatory statement annexed to the notice for such
motion shall indicate the justification for appointing such
person.
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Managerial remuneration for financial year 2013-14 &
estimate for financial year 2014-15 197. (1) The total managerial
remuneration payable by a public company, to its directors,
including managing director and whole-time director, and its
manager in respect of any financial year shall not exceed eleven
per cent. of the net profits of that company for that financial
year computed in the manner laid down in section 198 except that
the remuneration of the directors shall not be deducted from the
gross profits: Provided that the company in general meeting may,
with the approval of the Central Government, authorise the payment
of remuneration exceeding eleven per cent. of the net profits of
the company, subject to the provisions of Schedule V:
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Applicability of appointment of independent director The
following class or classes of companies shall have at least two
directors as independent directors - (i) the Public Companies
having paid up share capital of ten crore rupees or more; or (ii)
the Public Companies having turnover of one hundred crore rupees or
more; or (iii) the Public Companies which have, in aggregate,
outstanding loans debentures and deposits, exceeding fifty crore
rupees:
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Applicability of appointment of Key Managerial Persons (KMP)
Every listed company and every other public company having a
paid-up share capital of ten crore rupees or more shall have
whole-time key managerial personnel.
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Stationery Printing Whether name, address of its registered
office and the Corporate Identity Number along with telephone
number, fax number if any, e-mail and website addresses if any,
printed in all its business letters, bill heads, letter papers and
in all its notices and other official publications.