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Secretarial Checklist under Companies Act, 1956

Sr. No.

Relevant Section of Companies Act, 1956 Section-49

Provision/Requirement

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18.

To maintain register of Investments

Rule-7 of To maintain register of Deposits Deposit Rules Section-77A Section-136 Section-143 Section-150 Section-151 Section-152 Section-157 Section-163 Section-193 Section-209 Section-301 Section-303 Section-307 Section-372A To maintain register of Securities bought back To maintain copies of instruments creating charge To maintain register of Charge To maintain register of Members To maintain index of Members To maintain register and index of Debenture To maintain foreign register of Members or Debenture holders To maintain all registers, returns, minutes, account books, annual returns etc at the registered office. To maintain Minutes book To maintain Books of Account at the registered office. To maintain register of particular of contracts To maintain register of Directors, MD and Secretary To maintain register of Directors shareholding To maintain register of Investment/ Loan/ Guarantee made.

Rules-7 of To maintain register of renewed share certificate certificate rules Rule-4 Record destruction of To maintain register of record destroyed

19.

To maintain register of inspection.

20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32 33. 34. 35. 36. Section-161 Section 220 Section-75 Section-192 Section-192A Section-125 Section-135 Section-138

To maintain register of Director Attendance To maintain register of shareholders Attendance To maintain register of proxies. To maintain register of transfers Whether properly signed annual return is filed within 60 days of Annual General Meeting. Whether Balance Sheet adopted at AGM and three copies are filed with ROC within 30 days of Annual General Meeting If shares allotted during the year, check whether form-2 filed with ROC within 30 days of allotment. Any resolution or Agreement falling under section 192 filed with ROC in form-23 within 30 days of passing. Check if any resolution passed by postal ballot whether all requirements are complied with? If any charge created during the year check whether form-8 file with ROC within 30 days of creation. If any charge modified during the year check whether form-8 file with ROC within 30 days of modification. If any charge satisfied during the year check whether form-8 file with ROC within 30 days of satisfaction.

Section-58A & Where company raise any deposit, check whether duly certified Deposit Rules (by Auditor) return filed with ROC and RBI before 30th June. Section-58A Any default made regarding repayment of deposit check whether intimation sent to CLB with in 60 days of default. If there is any change in the Authorised capital during the year check whether form-5 filed with ROC or not. Where there a change has occurred in the address of registered office, check whether form-18 filed with ROC. Where any order from CLB or Court received during the year, check whether the same is filed with ROC with in 30 days of receipt in form-21. Section-77A Where any security bought back during the year, whether form 4A and 4C filed with ROC.

37.

38.

Section-81

Whether any new shares, sweat equity shares, ESOP, Debenture, preference shares, Bonus shares issued during the year. Check the compliance of necessary provisions. Whether any shares redeemed during the year, whether form-5 filed with ROC

39. 40.

Section-80

Section-58A & Check whether any new deposit accepted during the year by Deposit Rules private company from directors or members with appropriate declarations. Section-17, 31 Check whether any change occurred in MOA for shifting of registered office, object clause, capital clause or name clause during the year. Whether any share transfer or transmission occurred during the year and certificate delivered with in time. Where any duplicate share certificate issued check whether proper procedure complies with or Not with board sanction. Where company is a private company, check whether paid up capital is more than 1 Lakh? Also check whether company invites public to subscribe or accept any deposit from any one other than director, member or their relative. Section-154 Check if any book closure during the year for dividend etc. Check whether 7 days notice given. Dividend Register not to be closed for more then 30 days and aggregating to more than 45 days in a year.

41.

42. 43

Section-108, 113 Share certificate Rules

44.

45.

46.

Section-171 to Check whether AGM held with in 15 months of last AGM and 193 held on working day during working hours. Provisions of notice, explanatory statement, quorum, chairman, proxy, attendance, register of directors shareholding and minutes are complied with. Section-171 Section-193 Section-169 Whether notice was sent before 21 days of AGM with balance sheet and directors report. Whether minutes are recorded in the minutes books of general meeting. If any Extra-ordinary general meeting held during the year, check whether all provisions of general meeting are complied with. If any dividend declared, whether amount deposited with in 5 days in separate bank account and paid within 30 days of

47. 48. 49.

50.

Section-205

and 206 51. 52. Section-205A Section205C

declaration under section-207. Check whether any dividend in abeyance during the year. If any dividend declared is 7 years old check whether the funds transferred to the Investor Education and protection fund and form no.1 filed. Check whether board approved directors report and authorised chairman or other director to sign and also check whether directors responsibility statement included.

53.

Section-217

54.

Section-255, Whether provisions of directors appointment, re-appointment, 256, 257, 260, removal if any and resignation, consent, by rotation, 262, 274, 278, disqualification and register are complied. 283, 284 Section-269 Whether any MD, WTD or Manager appointed during the year. and Schedule- Check whether terms as per Schedule XIII or Central Govt. XIII approval taken. Schedule-XIII Section-285 Where any Whole Time Director/MD appointed during the year, check if form 25C filed with ROC within 90 days. Check the number of board meetings held during the year. Whether notice was sent and attendance of board members recorded. Check whether quorum was present during all the meetings of board of directors? Check whether any resolution was passed by circulation. If yes then check all the provisions of Section-289 complied with. Check whether borrowings are within limits? Check whether special approval of members obtained for excess borrowing and form-23 is filed with in 30 days. Whether any Sole selling Agent was appointed during the year with approval of board or shareholders. Approval of Central Govt. is taken if paid up capital is more then 50 Lakhs? Whether any loans given to directors or his interested relative, firm or company? Check previous approval of taken from Central Govt. (Not applicable to a private company) Check whether any transaction during the year where any director is interested? Whether prior Regional Directors approval is taken if paid up capital is more then Rs. 1 Crore.

55.

56. 57.

58. 59. 60.

Section-287 Section-289 Sction293(1)(d) Section-294AA

61.

62.

Section-295

63.

Section-297

64. 65.

Section-299 Section-299

Form 24AA received from all the directors, whether entered in to register before close of financial year. Whether all directors have disclosed their interest in form24AA before end of financial year, recorded in appropriate register and put up to board? Check whether in all meetings quorum was present, circular resolution noted, previous minutes got confirmed, minutes entered into minute book and signed. Check whether all contracts in which directors are interested is entered in to register and vote of each director is maintained? Whether previous approval of Central Govt. taken under section 297. Check whether any new directorship intimated by any director during the year. Check whether register of directors shareholding maintained or not. Check if any director or relative or person referred had any place of profit. Approval of board and members taken. Whether Central Govt. approval taken under section 314(1B), if required. Check whether any loan or guarantee was given during the year. Register regarding inter-corporate loans and investment maintained or not. Check if paid up capital of the company is between 10 lakhs to 5 crore, whether compliance certificate was filed with ROC with in 30 days of AGM. Whether necessary approvals from ROC, CLB, Central Govt., Regional director obtained. Check if company has received any deposit during the year from any of its employee and whether the same has been deposited as per law. Whether company has its own trust for P.F., and whether the same has been deposited within 15 days as per law along with all contributions. Check whether any prosecution initiated or show cause notice received or compounding done during the year.

66.

Section-289+ 193 Section-301

67.

68. 69. 70.

Section-305 Section-307 Section-314

71.

Section-372A

72.

Section-383A

73. 74.

Approvals Section-417

75.

Section-418

76.

77.

Beneficial Interest Rule

Check if any person holding shares in trust whether form I, II and III filed with ROC.