Documents/Compliance Check List to Purchase a Company (Public- Unlisted/Listed)

Company Law:

1. Certificate of Incorporation - Original

2. Certificate of Commencement of Business ( for Public Limited)
3. MOA & AOA
4. Form 1
5. Form 18 (Since Incorporation to current Registered address)
6. Form 32 (Since Incorporation to current Directors)
7. Form 5 ( for Change in Authorized Capital Structure after incorporation)
8. Form 2 ( for Change in issued/subscribed/paid up Capital Structure after incorporation)
9. Form 23 ( for Change in the Articles of Association of the Company)
10. Form 8&13 ( For any charge on the assets of the company)
11. Form 17 ( for any charge on the assets of the company satisfied )
12. Form 25C (MD appointment if any) Form 25A (CG Approval)
13. Form 23AC /Balance Sheet filed with ROC for each financial year completed
14. Form 23ACA/profit & Loss Account filed with ROC for each financial year completed.
15. For m 20B/Annual Return filed with ROC for each financial year completed.
16. DIN 1, DIN 2 of each director
17. Form 66 (compliance report) if Paid Capital is More than Rs. 10Lacs and Less than Rs. 5
Crore)
18. Form 21 (Notice of the Court or Company Law Board if any)
19. Any forms filed for Central Government Approval required if any.
20. Minutes of the Company ( Board Meetings, Annual General Meetings and Extra
Ordinary General Meetings)
21. Annual Return, Directors’ Report, Auditors report, Balance sheet duly signed.
22. Books - Issued share certificates to the holders (on record)
23. Share Transfer Form duly executed (on record)
24. Share Application Form (on record)
25. Register of Members
26. Register of Directors
27. Register of Share Transfer
28. Register of Director’s Holding
29. Register of Contracts
30. Register of Charge
31. All contracts, deeds, bonds, instruments, executed by the Company.
32. All legal proceedings, by or against the Company.

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Finance & Accounts Review:

1. Audited Financial Statement

2. Auditors Report
3. Assets of the Company
4. Liabilities of the Company
5. Account receivables review
6. Accounts Payable review
7. Inventory review
8. Cash position review
9. Loan review
10. Contingent Liabilities review

Income Tax

1. PAN
2. Return filed for all the assessment years
3. Assessment status or order
4. Documentation with IT department (on record)
5. TAN
6. TDS filing status (on record)

Sales Tax- If applicable

1. Registration
2. Filing of Return status
3. Form “C “status
4. Documentation with department (on record)
5. Pending proceedings if any

Service Tax- If applicable

1. Registration
2. Filing of Return status
3. Pending proceedings if any
4. Documentation with department (on record)

Excise - If applicable

1. Registration
2. Filing of Return status
3. CENVAT register and status
4. Pending proceedings if any
5. Documentation with department (on record)

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 6. Others as required

Labour Law – If applicable

A. Provident fund
1. Registration
2. Monthly Payment Status – check monthly payment status
3. Filing of Return status
4. Documentation with department (on record)
5. Pending proceedings if any.
B. ESI
1. Registration
2. Monthly Payment Status – check monthly payment status
3. Filing of Return status
4. Documentation with department (on record)
5. Pending proceedings if any.
C. BONUS
1. Registration
2. Filing of Return status
3. Documentation with department (on record)
4. Pending proceedings if any.

Trade Mark/Patent record if any or status of the same.- If applicable

Other Acts, if applicable (viz, Pollution Control Acts, Factories Act, MRTP, FEMA,
Custom Act, Industries Specific etc) check the status under the different Acts.

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 Listing Compliances:

1. Name of Stock Exchanges

2. Listed Capital
3. Scrip Code
4. Composition of Board & Audit Committee as per Clause 49 of the Listing Agreement
5. Agreement between Depository, RTA and Company
6. Investor Grievance redressal system and status of grievances
7. Complaints/notices from SEBI, Stock Exchange, and Depository.
8. Compliance officer
9. Submission of Annual Report to the SE (Three Copies)
10. Compliance of listing agreement.

Quarterly:

1. Share holding pattern of the company

2. Notice of BM to consider quarterly results
3. Publication of the Notice of Board Meeting to consider quarterly results
4. Secretarial Audit Report
5. Corporate governance report
6. Quarterly financial results
7. Limited review

Half yearly

1. Secretarial report Under Clause 47C

Annual

Including above

1. Disclosure U/r 8(1) and 8(2) of the Take over Code.

2. Disclosure U/r 8(3) of take over code
3. Register U/s 8(4)
4. Listing fee to the Stock exchange
5. Fee to NSDL/CDSL

Note: Notice of AGM/EGM and Book Closure should be give to the stock exchange.

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