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Compliance Checklist under Companies Bill,2013

Compliance Checklist under Compliance Bill,2013:
Section No.
Rules
Brief Provisions
Listed Companies
Unlisted
Companies
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
5(6)
The Articles of the Company shall be in respective forms specified in Table F (Schedule ‐ I), as may be applicable on the Company
AOA to be amended and matter to be placed in next BM and AGM
AOA to be amended and matter to be placed in next BM and AGM
12(3)(a)
Every Company shall paint or affix the name and address of registered office and keep the same painted/affixed, outside every office or place in which its business is carried on, in conspicuous position and legible letters.
To be complied with
To be complied with
12(3)(c)
Every Company shall get its name, address of registered office, CIN, telephone/fax no. (if any) and email/website address (if any) printed on all business letters, billheads, letter papers, Notices and other official publications
Being complied with
Being complied with
14(1)
Alteration of AOA to be done through a Special Resolution.
To be complied with
To be complied with
14(2)
Every alteration of Articles shall be filed with Registrar within
15 days of alteration, together with copy of altered Articles
To be complied with post AOA amendment
To be complied with post AOA amendment
15(1)
Every alteration made in MOA and AOA shall be noted in every copy thereof
To be complied with post AOA amendment
To be complied with post AOA amendment
MANAGEMENT AND ADMINISTRATION
88(1)
Every Company to keep and maintain following Registers in the specified format:
‐ Register of Members
‐ Register of Debenture‐holders
‐ Register of other Security Holders
‐ Index of the Registers
88
3
Register of Members from the date of registration shall be in
Form No. MGT‐1
To be done by
NSDL/CDSL
To be complied with
88
4
Register of Debenture‐holders or Security Holder shall be in
Form No. MGT‐2
To be done by
NSDL
Not Applicable
88
5
Entry in the Register to be done within 7 days of approval
To be complied with
To be complied with
88
8
All entries in Register of Members / Debenture‐Holders to be authenticated by CS and Date of Board Resolution authorizing the same to be mentioned
Not Applicable
To be complied with
91
10
Closure of Register of Members by giving not less than 7 days
Notice in English and Hindi languages in respective newspapers
To be complied with
Not Applicable
92
11
Annual Return to be prepared in Form No. MGT‐7 to be filed with ROC within 60 days of AGM
To be complied with
To be complied with
92
11(1)
Certificate from PCS in Form MGT‐8 to be filed with Annual
Return
To be complied with
To be complied with
92
12
Extract of Annual Return in Form MGT‐9 to be annexed to the
Board Report
No action required for this AGM
No action required for this AGM
93
13
Form MGT‐10 to be filed with ROC within 15 days of any change (increase/decrease) for 2% or more, in shareholding position (value/volume) of promoters and top ten shareholders
To be complied with
Not Applicable
96(2)
AGM to be called during business hours (9AM to 6PM) except National Holiday, in the same city where the Registered Office is situated
To be complied with
To be complied with
101(1)
General meeting can be convened by providing clear 21 days notice, either in writing or in electronic mode
To be complied with
To be complied with
101(1) P1
Meeting can be convened on a shorter notice with 95%
consent
No action required
No action required
101(3)
Notice shall be given to every member, legal representatives, auditors and directors of the Company
To be complied with
To be complied with
102
Explanatory Statement annexed to Notice for special business shall provide requisite disclosures w.r.t. to directors, KMP, their relatives and promoters (only for shareholding)
To be complied with
To be complied with
103
Quorum is based on the number of the members of the
Company
Quorum ‐ 30
Quorum ‐ 5
105
19
Proxy shall have no right to speak or vote except on poll and one person not to be proxy for members exceeding 50 in numbers or holding not more than 10% of shareholding of the Company
To be complied with
Not Applicable
105
19
Proxy Form shall be in Form MGT‐11
To be complied with
To be complied with
108
20
E‐voting facility at general meeting is mandatory for every listed company and companies having shareholders 1000 or more.
E‐voting Agreement with NSDL/CDSL to be closed.
Other requirements to be complied with
Not Applicable
110
22
Specified items to be transacted through Postal Ballot.
Section 180 and
186 needs postal ballot approval
Not Applicable
117
24
‐ Copy of every resolution (with explanatory statement, if any) or Agreement for the specified matters to be filed with ROC in Form MGT‐14 within 30 days
‐ Article of Company shall have copy of resolution effecting amendment in AOA and Agreements referred in Section 117(3) of the Act
‐ Section 117(3) inter‐alia includes resolution passed under
Section 179(3) ‐ Power of the Board
To be complied with
To be complied with
118
‐ Minutes of every general meeting, Creditors, Board, Committee and postal ballot shall be prepared and kept within
30 days of conclusion of every meeting concerned.
‐ All appointments in the meeting shall be included in the minutes.
To be complied with
To be complied with
118(10)
Every Company shall observe Secretarial Standards w.r.t. General and Board Meetings, issued by ICSI and approved by CG
To be complied with, upon approval from CG
To be complied with, upon approval from CG
118
25(1)(a) & (d)
‐ Minutes of each meeting shall be entered into Minutes Book along with date of such entry, within 30 days of conclusion of meeting.
‐ Specific requirements for noting of postal ballot resolutions.
‐ Every page to be initialed/signed with last page to be signed and dated.
To be complied with
To be complied with
118
25(1)(e) & (f)
‐ Minutes of General & Board Meetings shall be kept at
Registered Office and kept in custody of CS.
‐ Minutes can be kept at such other place as may be approved by the Board of Directors
Resolution to be passed for keeping minutes at HO
Resolution to be passed for keeping minutes at HO
120
27, 28 and
29
Every listed company and company having not less than 1000 shareholder/debenture holder/security holder, shall maintain its records in electronic form
To be complied with
Not Applicable
121
31
‐ Every listed public company to prepare a report on each AGM in the prescribed format and file the same with ROC in Form MGT‐15 within 30 days of conclusion of AGM
‐ Report shall include specific matters and shall be signed and dated by Chairman and CS
To be complied with
Not Applicable
APPOINTMENT AND QUALIFICATION OF DIRECTORS
149(1) P2
3
Following class of companies shall have woman director:
‐ every listed company;
‐ Other public company having paid‐up share capital of Rs. 100
Crore or more;
‐ Other public company having turnover of Rs. 300 Crore or more
Already Complied with
Not Applicable
149(3)
Every company shall have at least 1 director resident of India for a total period of not less than 182 days in previous calendar year
Already Complied with
Already Complied with
149(4)
Every listed company shall have at least one‐third of total number of directors as independent director
Already Complied with
Not Applicable
149(4)
4
Following class of public companies shall have at least 2
Independent Directors:
‐ Public company having paid‐up share capital of Rs. 10 Crore or more;
‐ Public company having turnover of Rs. 100 Crore or more;
‐ Public company having aggregate outstanding loan, debentures and deposits exceeding Rs. 50 Crore.
Not Applicable
To be complied with
149(7)
Every independent director shall give a declaration that he meets the criteria of independence as under:
‐ at the first meeting in which he participates as a director
‐ at the first meeting of the Board in each financial year
‐ whenever any change in circumstances which affects his status as independent director
To be taken for Independent Directors and placed in the next Board Meeting
To be complied with at the time of appointment of Independent Director
149(8)
Company and Independent Director shall abide by Schedule IV (Code for Independent Directors)
To be complied with
To be complied with at the time of appointment of Independent Director
149(10), (11) & (13)
‐ An Independent Director shall hold office for a term up to five consecutive years.
Shall be eligible for re‐appointment on passing of special resolution and disclosure of such appointment in Board Report
‐ Provisions pertaining to retirement of directors by rotation shall not be applicable to Independent Directors.
To be complied with
‐ Surender Singh and Sanjay Khosla can be re‐ appointed for only one more term of
5 years in forthcoming 2014
AGM
Not Applicable
150(2)
Appointment of Independent Director shall be approved in General Meeting and explanatory statement shall indicate justification for choosing such person
To be complied with
To be complied with at the time of appointment of Independent Director
152(3)
No person shall be appointed as Director unless he has been allotted a DIN
Being complied with
Being complied with
152(5)
Every person to be appointed as Director shall provide his consent in Form DIR‐2 and such consent shall be filed by the Company with ROC in Form DIR‐12 within 30 days
Ongoing
Compliances
Ongoing
Compliances
152(5) P1
For appointment of Independent Director in general meeting, explanatory statement to Notice shall include a statement that in the opinion of Board, the independent director fulfills the conditions of appointment as specified in the Act
To be complied with
To be complied with at the time of appointment of Independent Director
152(6)
‐ Subject to AOA, 2/3 of the total number of directors shall be rotational directors and be appointed in general meeting.
‐ Independent Directors shall not be rotational directors
‐ 1/3 of the rotational directors shall retire from office
Ongoing
Compliances
Ongoing
Compliances
153, 154,
155, 156,
157, 158 &
159
9, 10, 11 &
12
Provisions related to DIN
Being complied with
Being complied with
160
13
A non‐retiring director shall be eligible for appointment as director, provided a member nominates him at least 14 days before the meeting and deposits Rs. 1 Lacs (refundable on successful appointment)
Ongoing
Compliances
Ongoing
Compliances
161(1)
Subject to AOA, Board may appoint Additional Director who shall hold office up to the date of next AGM
Ongoing
Compliances
Ongoing
Compliances
161(2)
Subject to AOA, Board may appoint Alternate Director in place of a director who is not in India for a period not less than 3 months
Ongoing
Compliances
Ongoing
Compliances
161(3)
Subject to AOA, Board may appoint a nominee director
Ongoing
Compliances
Ongoing
Compliances
161(4)
Board of public companies may appoint a director in casual vacancy at its meeting, subject to regulations of AOA
Ongoing
Compliances
Ongoing
Compliances
164
14
‐ Disqualification for appointment of director
‐ Declaration from Director at the time of appointment or re‐
appointment in Form DIR‐8
‐ Annual disclosure from Director to be taken
To take declarations from the Directors
To take declarations from the Directors
165
‐ No person shall be a director in more than 20 companies
‐ Maximum number of public companies can be 10
Being complied with
Being complied with
167
Vacation of office of Director, inter‐alia
‐ incurs disqualification in section 164;
‐ absents from all meetings in 12 months, with or without leave of absence;
‐ breach of RPT disclosure
Ongoing
Compliances
Ongoing
Compliances
168
15 & 16
‐ Director to intimate his resignation to the Company, which the Company shall file with ROC in Form DIR‐12 in 30 days
‐ Company to put resignation details on its website and in its
Directors’ Report
‐ Director is also required to send his resignation letter director to ROC within 30 days in Form DIR‐11, along with reasons of resignation
Ongoing
Compliances
Ongoing
Compliances
170(1)
17
Every Company to keep at its Registered Office, a Register of Directors and KMP in the prescribed format containing prescribed particulars
To be complied with
To be complied with
170(2)
18
Return of Directors and KMP to be filed with ROC in Form DIR‐
12, within 30 days of appointment or change
Ongoing
Compliances
Ongoing
Compliances
171
Register of Director and KMP to be open for inspection for members at Registered Office and also at AGM
Ongoing
Compliances
Ongoing
Compliances
MEETINGS OF BOARD AND ITS POWERS
173(1)
Minimum number of four Board Meetings every year with not more than 120 days gap between two meetings
Ongoing
Compliances
Ongoing
Compliances
173(2)
3
Board Meeting through Video Conferencing
Ongoing
Compliances
Ongoing
Compliances
173(3)
At least 7 days’ Notice for the Board Meeting. Notice to be delivered by hand/post/electronic mode
Ongoing
Compliances
Ongoing
Compliances
173(3) P1 & P2
‐ Meeting can be convened on a shorter notice for urgent matters, with presence of at least one independent director, if any
‐ In case of absence of independent director, decision taken shall be circulated to all the directors and shall be final only on ratification by at least one independent director, if any
Ongoing
Compliances
Ongoing
Compliances
174(1)
‐ Quorum shall be one‐third or two directors, whichever is higher
‐ Directors participating through VC shall be counted for the purpose of Quorum
Ongoing
Compliances
Ongoing
Compliances
174(3)
If number of interested directors exceed 2/3 of total directors, the directors present at the meeting shall form quorum (not less than 2)
Ongoing
Compliances
Ongoing
Compliances
175
‐ For passing resolution by Circulation, the draft resolution to be circulated to all directors/members by hand delivery/post/courier/electronic mode and approved by majority of directors entitled to vote
‐ Resolution to be noted in the subsequent Board / Committee
Meeting and made part of the minutes
Ongoing
Compliances
Ongoing
Compliances
177(1)
6
Following class of companies shall have Audit Committee:
‐ every listed company;
‐ all public companies having paid‐up share capital of Rs. 10
Crore or more;
‐ all public companies having turnover of Rs. 100 Crore or more;
‐ all public companies having outstanding loan/debt/deposits exceeding Rs. 50 Crore
Being complied with
Being complied with
177(2) & (3)
‐ Audit Committee shall have minimum three directors with independent director forming majority
‐ Majority of Audit Committee members, including Chairman, shall have ability to read and understand financial statements
Being complied with
To be complied with
177(4)
Every Audit Committee shall have specified terms of reference
Terms of
Reference of Audit Committee to be reviewed
Terms of
Reference of Audit Committee to be amended
177(8)
Composition of Audit Committee to be disclosed in the Board Report along with recommendation of Committee, not accepted by Board, if any
To be complied with
To be complied with
177(9)
7
Following class of companies shall have Vigil Mechanism for directors and employees:
‐ every listed company;
‐ all public companies which accepts deposits from public
‐ all public/private companies having borrowing from banks/FI
exceeding Rs. 50 Crore
To be complied with
Not Applicable
178(1)
6
Following class of companies shall have Nomination and
Remuneration Committee:
‐ every listed company;
‐ all public companies having paid‐up share capital of Rs. 10
Crore or more;
‐ all public companies having turnover of Rs. 100 Crore or more;
‐ all public companies having outstanding loan/debt/deposits exceeding Rs. 50 Crore
Terms of Reference of existing Remuneration / Compensation Committee to be amended
Terms of Reference of existing Remuneration / Compensation Committee to be amended
178(1), (2), (3) & (4)
‐ Nomination and Remuneration Committee shall consists of three or more non‐executive directors, with not less than one‐ half shall be independent
‐ Chairperson (ED/NED) of the Company may join as member but not as Chairman of the Committee
To be complied with
To be complied with
178(5)
Every Company having more than 1000 shareholders/security holders shall constitute a Stakeholder Relationship Committee, with a Non‐Executive Director as Chairman and such other member as decided by Board
To be complied with
Not Applicable
179
8
Board to exercise certain powers by a resolution at its meeting only
To be complied with
To be complied with
180
Board to exercise following powers only with prior approval of shareholders by Special Resolution:
‐ Sell, Lease or dispose‐off Undertaking or substantial the whole of Undertaking;
‐ To invest otherwise in trust securities;
‐ To borrow money in excess of paid‐up capital and free reserves;
‐ To give time to director for re‐payment of debt
Resolution for borrowing to be reviewed
Ongoing
Compliances
184(1)
9
Every director at:
‐ First meeting in which he participates as director;
‐ First meeting of Board in every FY;
‐ Whenever there change in disclosuresshall disclose in Form MBP‐1, his concern or interest in any company, body corporate, firm or other association of individuals (including shareholding interest)
To be complied with in the forthcoming BM ‐ May 21, 2014
To be complied with in the forthcoming BM ‐ May 16, 2014
184(2)
‐ Director shall disclose nature of his interest or concern with:
a) body corporate in which director or in association with other directors, holds more than 2% shareholding of that body corporate OR is a promoter, manager or CEO of that body corporate;
b) firm or other entity in which such director is a partner, owner or member, as the case may be‐ Director shall not participate in such meeting
Ongoing
Compliances
Ongoing
Compliances
184(5)
Section 184 shall not apply to any contract or arrangement, between two companies, where any director of one company together with other director, hold not more than 2% of paid‐up share capital of the other company
Ongoing
Compliances
Ongoing
Compliances
185(1)
Unless specifically provided, no Company shall, directly or indirectly, advance any loan/guarantee or security in connection with loan, to any director or any other person in which such director is interested
Ongoing
Compliances
Ongoing
Compliances
185(1)
“Any other person in which Director is interested” shall include:
‐ any director of lending company or of a company which is its holding company or any partner/relative of such director;
‐ any firm in which such director or relative is partner;
‐ any private company in which such director is director or member;
‐ body corporate at general meeting of which 25% or more of voting power is exercised/controlled by one or more directors;
‐ body corporate, whose Board of Directors, MD or Manager is accustomed to act in accordance with directions and instructions of the Board or any Director of lending company
Ongoing
Compliances
Ongoing
Compliances
185(1) P1
This shall not apply to:
a) giving of loan to MD/WTD as a part of condition of services extended to all employees OR pursuant to scheme approved by members as Special Resolution
b) a company which in ordinary course of business provides loan/guarantee/security with ROI being charged not less than bank rate declared by RBI
Ongoing
Compliances
Ongoing
Compliances
185(1)
10
The Section 185 shall not apply to:
‐ Any loan made by holding company to its WOS or guarantee/security by holding company to any loan made to WOS
‐ Any guarantee/security by holding company to any loan made by Bank / FI to subsidiary company
The loan should be utilized for principal business activity
Ongoing
Compliances
Ongoing
Compliances
186(1)
Company not to make investment through more than two layers of investment companies.
Exceptions:
‐ Acquiring companies outside India, if such company has investment subsidiaries beyond 2 layers as per local law
‐ Required for the purpose of meeting any law or rules/regulations framed thereunder
Ongoing
Compliances
Ongoing
Compliances
186(2)
No Company shall directly/indirectly:
‐ give any loan to any person or other body corporate;
‐ give guarantee/security in connection with loan to any person/body corporate;
‐ acquire by way of subscription, purchase or otherwise, securities of any body corporateexceeding 60% of paid‐up share capital, free reserves and securities premium account OR 100% of free reserves and securities premium account, whichever is more
Limits under section 186 to be reviewed and Special Resolution to be passed in forthcoming AGM, if required
Ongoing
Compliances
186(3)
11 & 13
‐ In case of exceeding the limits, prior approval of shareholders by special resolution shall be required.
‐ Special Resolution not required in case of loan/guarantee/security to WOS or JV OR acquisition by holding company in WOS
To be reviewed
Ongoing
Compliances
186(4)
11 & 13
Disclosure to be made in financial statements
Ongoing
Compliances
Ongoing
Compliances
186(5)
Unanimous Board approval at the meeting is required for all investment/loan/guarantee/security
To be reviewed
To be reviewed
186(7)
No loan shall be given at the rate lower than prescribed yield rate
Ongoing
Compliances
Ongoing
Compliances
186(9)
12
‐ Every Company to maintain Register in manual/electronic form in Form MBP‐2 from the date of incorporation, kept at the Registered Office
‐ Entries to be made chronological order, within 7 days of such event and authenticated by CS
To be complied with
To be complied with
186(11)
Section 186 shall not apply to:
‐ Banking company, insurance company, housing finance company, business finance company, infrastructure companies;
‐ to any acquisition made by NBFC OR investment company OR Right Issue;
Ongoing
Compliances
Ongoing
Compliances
187(1)
All investments made or held by Company in any property, security or other assets shall be made and held in its own name.
Exception ‐ Holding of shares in subsidiary companies in the name of any nominee or nominees of the Company, to ensure number of members are not reduced below statutory limits
Ongoing
Compliances
Not Applicable
187(3)
14
‐ Every Company to maintain Register in Form MBP‐3 from the date of registration and kept at the Registered Office
‐ Entries to be made chronological order, along with necessary details and authenticated by CS
To be complied with
Not Applicable
188
15
No company shall enter into any contract or arrangement with any Related Party without prior approval of the Board of Directors and shareholders.
Exception:
‐ Ordinary Course of Business; and
‐ Arms’ Length
To be complied with
To be complied with
189(1)
16
Every Company shall keep one or more registers in Form MBP‐
4 containing the particulars of all contracts to which section
184(2) and 188 applies. After entering the details, the Register shall be placed before the next Board Meeting and signed by all directors present
Exception:
‐ Any contract or arrangement for sale, purchase or supply of any goods, material or services not exceeding Rs. 5 Lacs
‐ Banking Company for collection of bills in ordinary course of business
To be complied with
To be complied with
189(2)
16(1)
Every director and KMP shall, within 30 days of appointment/relinquishment of office, shall disclose to the Company particulars specified in Section 184(1), which shall be entered into the Register.
Exception ‐ Companies/Body Corporates in which director himself or together with other directors holds 2% or less of paid‐up share capital shall not be required to entered in Register
To be complied with
To be complied with
189
16
‐ Register shall be kept at the Registered Office
‐ Entries in the Register shall be made at once in chronological order and shall be authenticated by CS
To be complied with
To be complied with
APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
196(1)
No Company shall appoint MD and Manager at the same time
Ongoing
Compliances
Ongoing
Compliances
196(2)
No Company shall appoint/re‐appoint MD, WTD or Manager for a term exceeding 5 years at a time
VKT and PR ‐ WTD appointment to be limited to 5 years
in 2014 AGM
Being complied with
196(4)
MD, WTD or Manager to appointed and terms/remuneration to be approved by the Board at its meeting, subject to shareholder’s approval at next general meeting and CG, if applicable
Ongoing
Compliances
Ongoing
Compliances
196(4) P2
3
Return of appointment of MD/WTD/Manager/CEO/CS/CFO to be filed with ROC in Form MR‐1 within 60 days of appointment
To be complied with
‐ In consonance with section 203
To be complied with
‐ For appointment of CFO
197(1)
Total Managerial Remuneration of a public company not to exceed 11% of net profits.
Ongoing
Compliances
Ongoing
Compliances
197(1) P1
The cap of 11% can exceed subject to shareholders and CG
approval
Ongoing
Compliances
Ongoing
Compliances
197(1) P2
Except with approval in general meeting:
‐ MR to one MD/WTD/Manager not to exceed 5%
‐ MR to all such MD/WTD/Manager not to exceed 10%
‐ MR to NED not to exceed 1% (in case there is MD etc.) and 3% (in case there is no MD etc.)
Ongoing
Compliances
Ongoing
Compliances
197(2)
MR not to include Sitting Fees
Ongoing
Compliances
Ongoing
Compliances
197(3)
& Schedule
V
In case of inadequate / no profits, MR to be paid in accordance with Schedule V and CG approval, as the case may be
Ongoing
Compliances
Ongoing
Compliances
197(5)
4
‐ Sitting Fees can be paid to any Director for attending meeting of Board or Committee thereof or for any other purpose as
may be decided by the Board
‐ Sitting Fees shall not exceed Rs. 1 Lac per meeting
‐ Sitting Fees for Women Director and Independent Director shall not be less than sitting fees for other directors
To decide the sitting fees
To decide the sitting fees
197(7)
No Stock Option to Independent Director and remuneration only by sitting fees, commission and reimbursement
To review ESOP Scheme
To review ESOP Scheme
197(12)
5
Every Listed Company to disclose the ratio of remuneration of directors to median salary of employee
‐ Disclosures shall also include particulars mentioned in Rules
Applicable for DR
for FY 2014‐15
Not Applicable
201 & Sch V
6 & 7
CG approval for Managerial Remuneration in excess of limits
To review the Managerial Remuneration
To review the Managerial Remuneration
203(1)
8
Every Listed Company and Public Companies having paid‐up share capital of Rs. 10 Crore or more shall have following whole time KMP:
‐ MD or CEO or Manager or in their absence WTD;
‐ CS;
‐ CFO
To review appointment of CFO in BM
To appoint CFO in next Board Meeting
203(2)
Every KMP shall be appointed by Board Resolution containing terms and conditions of the appointment, including remuneration
Ongoing
Compliances
Ongoing
Compliances
203(4)
Any casual vacancy to be filled in by the Board at its meeting, within 6 months
Ongoing
Compliances
Ongoing
Compliances
204
9
Every Listed Company and Public Companies having:
‐ Paid‐up capital of Rs. 50 Crore or more;
‐ Turnover of Rs. 250 Crore or more
shall have Secretarial Report from PCS in Form MR‐3, annexed to Board Report.
Applicable for DR
for FY 2014‐15
Not Applicable

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