Company Law Questionnaire Part - 1

COMPANY LAW QUESTIONNAIRE
PART - 1
INTRODUCTION
The companies Act lays down detailed provision regarding various matters
and casts an obligation upon directors and ofcers of the company to
carry the requirement of law. It is the duty of the directors and
management to ensure that various provisions have been complied with.
However where non-compliance has a bearing upon the accounts and
transaction of the company, the auditor may have an obligation to bring it
to the notice of the shareholders. These sections are given in the italics in
the questionnaire.
The questionnaire proper is in three parts. art ! must be "lled in "rst in
the case of private companies to decide whether the company is private
or public. art # is to be "lled by the $ecretary of the company. The
replies should be got on a separate page and be signed by him or, if there
is no $ecretary, by the %hief &'ecutive of the company. (e should verify
this to the e'tent possible from the various statutory registers maintained
under the relevant sections of the %ompanies Act.
art ) of the questionnaire is the main section. The replies must be given
by the sta* member concerned by putting his initials against each
question thereof in one of the three columns +es, ,o or ,ot Applicable
-,.A..
$ta* must be careful in answering questions as some of them are
negatively worded and they must be answered accordingly. Any question
answered with a /,o0 will indicate a prima facie irregularity. It is possible,
however, that the company will be e'empted under some other provision
of the concerned section of the Act. If this is so, the relevant sub-section
should be stated alongside with the words /e'empted0.
%ertain of the questions can only be answered at the "nal stage of the
audit, when the draft accounts, the draft 1oard 2eport and the draft notice
to the Annual 3eneral 4eeting are available. These have been mar5ed
with an /60sign. 7uestions, which need not be answered by private
companies -qualifying as such under part ! of this questionnaire., are
mar5ed with an asteris5 -8.
1
1 COMPANY LAW QUESTIONNAIRE
PART 2
(Section 3)
-to be "lled in only in the case of private companies.
S.N
o
Dec!i"tion Ye No N.A.
9 If the company is a rivate %ompany:
Does its articles of association: a) restrict the
right to transfer its shares; b) limit the no. of
members to ffty 200 excluding employees and
ex-employees; c) prohibit any invitation to the
public to subscribe for any of its
sharesdebentures; d) prohibit any invitation or
acceptance of deposits from persons other
than members ! directors or relatives" #$a%e a
copy of latest &'( and put in )ermanent fle)
9.9 Has it complied with the provisions of its
Articles restricting share transfers;
9.! Is thetotal number of members less than "fty !<<
e'cluding employees and ex-employees "#*oint
holders to be counted as one) +tate the actual
no. of members.------
9.# Has it avoided inviting the public to subscribe
to its shares;
9.) Have you ensured that either under unsecured
loans or under current liabilities there are no
deposits or loans from other than members,
directors or their relatives; 2efer to the
schedule detailing these persons and amounts
of loans.----
! Has it ensured that the total of shares held in it
by a )ublic company! does not exceed ,0- of
the paid-up share capital" (lso it is not a
subsidiary of a )ublic company in .hich case!
it becomes a )ublic company itself
Note: If the answer to any of the above questions is no,
the company will be a public company. If none of the
answers is no the company will be a private company and
all the questions in parts 3 and 4 of this questionnaire
mared with an asteris will not apply to it and need not be
answered.
S.N
o
Dec!i"tion Ye No N.A.
# /n the case of a )rivate 0ompany:
(&= 9#.9!.!<<!, is the 4inimum paid up
capital 2s 9 la5h;
2
PART 3
ASSOCIATE PARTIES # DE$INITIONS
(Section 2% &% 1'(% 2)&AA% 2)*% 2))% 2)+ ,n- 3'3)
S.No Dec!i"tion
C!o
!e.. o.
-et,i/
o! M,!0
N.A.
9 Holding %ompanies:
1.1 3ive the name of this company>s holding company.
1.2 3ive the names of the holding company of the
immediate holding company and the further holding
companies of the former.
! $ubsidiary %ompanies
2.1 3ive the names of the subsidiary companies of this
company.
2.2 3ive the names of the subsidiaries of the
immediate subsidiaries.
# 3ive the names of all direct and indirect subsidiaries of
the companies included in 9.9 and 9.! above.
) 3ive the names of all individuals, "rms, groups, bodies
corporate and any other entity who ?ointly or severally
held !@A or more of the paid-up share capital with an
intention to act in concert.
@ 3ive the names of all bodies corporate that held 9<A or
more of the subscribed equity share capital.
B 3ive the names of all directors of this company at the
year-end and at any time during the year.
C 3ive the names of all relatives of such directors -as
listed in $chedule 9A and read with section B-c.. If no
such declaration, given by any directorDdirectors 5eep
note of it.
E 3ive the names of all "rms in which the director>s are
partners.
F 3ive the names of the "rms in which the directors>
relatives are partners.
9< 3ive the names of all private companies in which any
director is -a. member or -b. director.
99 3ive the names of all partners of "rms listed in 9< and
99 above.
9! 3ive the names of all companies whose directors ?ointly
hold !A or more of the paid-up share capital of this
company.
3
9# 3ive the names of all companies in which the directors
of this company hold ?ointly !A or more of the paid-up
share capital.
9) 3ive the names of all "rms whose partners and their
relatives ?ointly hold shares -
9@ a. &ither worth 2s.@ la5hs or more or
b. Hold @A or more of the paid-up share capital of this
company.
9B 3ive the names of all bodies corporate which together
with their directors and their relative ?ointly hold shares
-
a. either worth 2s.@ la5hs or more
b. holds @A or more of the paid-up share capital
9C 3ive the names of all bodies corporate in which the
directors of the company are ?ointly capable of
e'ercising !@A or more voting power.
9E 3ive the names or all bodies corporate whose
9F a. 4anaging Girector
b. 4anager or
c. 1oard of Girectors is accustomed to act in
accordance with the directions of any director or
directors of this company.
!< 3ive the names of all individuals who are accustomed
to act in accordance with the directions of the 1oard of
Girectors of this %ompany.
!9 3ive details of number of shares held by
!! i. %entral or $tate 3overnment
ii. any 3overnment %ompany
iii. any nationaliHed ban5
iv. any =inancial Institution
v. any nominee of the foregoing
4
PART &
QUESTIONNAIRE
In-e1
1. Investments
2. Gebtors
2. Advances 3iven
3. Ioans 3iven
,. $hare %apital
4. 2eserves
5. Ioans J =unds 1orrowed
6. %reditors J rovisions
7. %ontingent Iiabilities
10. %ontributions J Gonations
11. $ale urchasing or 1uying Agents
12. $ole $elling Agents
12. Auditors
13. 2emuneration to others
1,. Gepreciation
14. Girectors> 2emuneration
15. Gividends
16. Accounts
17. 4emorandum J Articles
20. Girectors
21. %ontract with Girectors
22. 4eetings
1. 4iscellaneous
2. ostal ballot
2. Ievy for %ess towards rehabilitation and revival
fund
3. $ic5 Industrial %ompany
,. $pecial 2esolutions
5

Ye No. N.A
.
9 In2et3ent -$ections )F, CC, !F#-9-c., !F!,
#C!A, #C#, $ec !!C-9A.-c..
Note 4
$he 8uestions should be ans.ered if the
company-
#a) had any investments outstanding at the
beginning of the year! or
#b) purchased any investments during the year
and disposed them of before the year-end
or
#c) )urchased any investments during the year
and did not dispose them of before the
year.
9.< Have all investments been approved at a
4eeting of the 1oard; &nsure $hort term
deposits with ban5s are also considered as
investments for the purpose of this section. -l
see 7uery #< Kol LLII of %ompendium of
Mpinions-page 9F9.
9.9
Go the investments e'clude any share of the
company itself or of any company listed in item
9 of art #; $ecCC
9.! (re all investments of the company registered
in its o.n name and a register of such holdings
is maintained"
9here in pursuance of sub-sec #2)! #2)! #3) or
#,) of +ec 37! investments made by the
company are not held by it in its o.n name!
has the company maintained the follo.ing
details:
#a) Details of nature! value : such other
particulars of the investment in the register
maintained for this purpose
#b) ;an% or person in .hose name or
custody the securities are held.
9.# 9hether investment made! other.ise than in
trust securities! of the amount of compensation
received for compulsory ac8uisition of the
.hole or substantially .hole of an underta%ing
or any premisesproperties used by such
underta%ing #.ithout .hich it cannot be carried
on)has been approved by members" !ec "#3
$%& $ c & <
6
9.) 9hether the po.er to invest the funds has
been delegated #by .ay of board resolution) to
any committee of directors! managing director
or any other principal o=cer of the company" /f
yes! .hether the resolution delegating the
po.er specifes the total amount upto .hich
funds may be invested! and the nature of
investment .hich may be made! by the
delegate.
6
89.@
0hec% if loansguaranteesecurity investment
made by a ban%ing company! insurance
company! housing fnance company or a
company established .ith the ob>ect of
fnancing industrial enterprises or a company
.hose principal business is the ac8uisition of
shares! stoc%! debentures etc. or a private
limited company or a
loanguaranteesecurityinvestment by a
holding company to its existing wholly owned
subsidiary. <
6
89.B
9or% out aggregate of a) loans to other bodies
corporate b) guarantees given! security
provided c) investments in securities of
other bodies corporate excluding .hat is
mentioned above and exclude any
investments made us 61#1) in rights
shares. 0hec% the percentage of this to i)
the 0ompany?s paid share capital and free
reserves #include securities premium but
exclude share application) and free
reserves ii) free reserves. /f the aggregate of
loans etc. exceeds the higher of 40- of i) or
100- of ii) then chec% if a prior special
resolution has been obtained from members
and the prior approval of public fnancial
institutions .here any term loans are
subsisting for such excess.
/n case of loan! guarantee! security has the
resolution been passed by postal ballot"
- of loans etc. to )@+0Afree reserves:
- of loans etc. to Bree reserves:
&embers? meetingpostal ballot date:
(pproval of B/ Cletters dates: <
9.C /f ;oard has given guarantee! .ithout being
previously authoriDed by a special resolution!
has a) a resolution been passed in ;oard
meeting authoriDing to give the guarantee; b)
there existed exceptional circumstances .hich
prevented the company from obtaining
authoriDation by a special resolution passed in
general meeting; c) the board resolution is
confrmed .ithin 12 months in general meeting
7
of the company or (E& held immediately after
passing of ;oard resolution! .hichever is
earlier.
6
89.E
/f .ithin the limits specifed above! has the
;oard approved the same in a meeting .ith
the consent of all directors present at the
meeting.
/n case of any default in payment of interest or
principal on terms loans ta%en from B/! then
has approval of B/ been ta%en"
Dates of ;oard meeting:
Dates of B/ letters if term loan interest)rincipal
in arrears:<
9.F /s the minimum rate of interest charged for any
loans .hich are not exempt more than the
prevailing ban% rate" # see 1.3)
;an% rate .hen loan given and minimum
/nterest rate charged to be documented. <
#)revailing ban% rate C 4- upto Beb 12! 2012 :
7.,- ..e.f. Beb 12! 2012 prospectively for all
loans givenrene.ed after Beb 12! 2012)
9.9< /f the 0ompany has defaulted .ith provisions of
+ec ,6( then has it been ensured that it has
not given any loans! given any guarantee or
provided security or made any investment
.hen the default is subsisting" <
9.99 /s a register %ept as re8uired us 252( #,) for
all investments! loans! guarantee and security"
<
9.9! 9here any investments have been sold or
disposed of! has there been a proft on the
same"
9.9# 9here company is not an investment or a
ban%ing company! the shares! debentures and
other securities have been sold at price not
less than that at .hich they .ere purchased by
the company"
!ec""'$%(& $c&

2 De5to! 6Section 2)3 (1)(5)74
8 Have all debts due by any director been settled
within the normal credit period of the company.
-&lse member>s approval required for remitting
or giving time for payment.8
3 A-2,nce # De"oit 8i2en 6Section
2)3(1)(5) ,n- 22*(1A)(,) ,n- (-)7
#.9 Fave all advances paid to directors been
cleared .ithin a reasonable time" #Glse
member?s approval re8uired for giving time for
8
payment)
!ec "#3$%&
$b&)

#.! /f any items are sho.n as deposits! do these
totally exclude any items .hich could be
classifed as loans or as advances"
!ec ""'$%(& $d&
#.# /n case the advances are secured are the
securities ade8uate and are they in the legal
custody or lien of the company"
!ec ""'
$%(& $a&
#.) (re the terms and conditions of the secured
advances in the interests of the company"
!ec ""'$%(& $a&
& Lo,n 8i2en 6Section **%22*(1A)(,)% 2)2%
2)+% 2)9% 1(+(2'13) 7
The questions should be answered if the
company has
a. 3iven loans in earlier years which were
outstanding at the beginning of this year,
or
b. 3iven loans during the year which were
repaid during the year itself, or
c. 3iven loans during the year which were
outstanding at the year-end;
).9 Have all loans given been approved at 1oard
4eetings before they were made;
Sec 2)2
).! 9here the po.er to grant loans is delegated to
a committee of directors! managing director!
manager or any other principal o=cer! does the
board resolution delegating the po.er! specify
the amount ceiling and purpose of the loan"
+ec.272#3)
).# /n case the loans are secured! are the
securities ade8uate and are they in the legal
custody or lien of the company"
!ec ""'$%(& $a)
).) (re the terms and conditions of the loans are in
the interests of the company"
!ec ""'$%(& $a)
8).@ Fas the company observed the restriction
9
.hich forbids loans to any parties included in
items 1! 6! 7! 10! 11! 12! 2,! 24 and 25 of part
2" 0E approval .ould be re8uired for such
loans. + 27, <
6
8).B
Hegarding total limits of intercorporate loans
plus investments see under /nvestments C
/tem 1 C )art /I
).C Fas the company ensured that loans are not
made for ac8uisition of its o.n shares either to
its o.n members or to the members of any
companies listed in item 1 of part 2"
+ec 55 <

).E Fas the company ensured that the loan made
in pursuance of +ec55#2)#c) to persons
bonafde in the employment of the company to
subscribe fully paid shares to be held by .ay of
benefcial o.nership! does not exceed in
amount his salary or .ages at that time for a
period of six months +ec 55#2)
).F Has the company given loan #including any
loan represented by a boo% debt) or issued
guarantee to any director or his interested
parties8; If yes, has it been given in the normal
course of business, employment terms or
pursuant to any scheme approved by the
members by a special resolution and the
interest charged at a rate not less than the
ban5 rate declared by 21I;
Sec 1(+ (2'13)
8 - Interested parties are
Girectors
Girectors of holding company
Their partners or relatives
Any "rm in which such director or relative is
a partner
Any private company in which any such
director is a director or member
Any body corporate wherein !@A voting
right is controlled by director-s.
Any body corporate, the 1oard of Girectors,
4G or 4anager accustomed to act in
accordance with the directionsDinstructions
of the 1oardDany director of the Iending
%ompany
+ S:,!e C,"it,/ (Section 9) to (1% )1% )2%
)& to )*% 1''% to 1'3% 1'(A to ;% 1&) (1A)
(.)% 2*& (1)(c)% 2)2% 3*2% 3*3% ,n-
91)(<)%9)(2'13) # *'(2'13)4
10
#/n the case of Jisted companies or companies
proposing to list! chec% +G;/ regulations)
8@.9 9here any fresh shares have been allotted
have the various provisions enshrined in
+ections 47 to 5, been complied .ith"
8@.! /s the fresh issue frst oKered to existing
members" !ec *%
.+ 61#2)#a) Lot applicable to )rivate companies
<
@.# /f shares have been allotted for cash! has cash
actually been received" + 225#1()
@.) Fave the calls on shares been authorised by a
resolution of the ;oard of Directors"
!ec "#"
@.@ Fave the calls been made uniformly on all
shares of any one class"
@.B /f any preference shares have been redeemed
have the provisions of section 60 been
complied .ith" #either out of a fresh issue of
shares or a 0apital redemption reserve is
created)
@.C /n case of increase in the authorised capital
have the provisions of sections 73 to 75 been
complied .ith"
Bor altering its share capital have the
provisions of +ec 73 been complied .ith
by means of passing members? resolution"
@.E /n case of reduction of share capital have the
provisions of sections 100 to 102 been
complied .ith"#no. confrmation of $ribunal
re8uired)
@.F 9here any commission has been paid to any
person in connection .ith the issue of shares!
have the provisions of section 54 been
complied .ith"
@.9< 9here shares are issued at a discount have the
provisions of section 57 been complied .ith"
#resolution by company in general meeting and
confrmation by 0entral Eovt)
@.99 Have directors paid any calls on share held by
them within the time stipulated; /f yes! disclose
as re8uired by +ch I/.
11
8@.9! Have all the conditions speci"ed in section 9)F
-9. and -!. -read with section BF. been
complied with before any business is
commenced by a new ublic company;
@.9# /n the case of )ublic company! . e f 121202 is
the )aid up capital at least Hs , la%hs" +ec
2#1)#iv)#b)

@.9) ;@M ;(0N: Fas any buy bac% of shares been
made out of a) free reserves #if yes! has capital
redemption reserve been created per +
55((47#2012)) or b) securities premium ac or
c) proceeds of any shares or specifed
securities #other than an earlier issue of same
%ind) + 55(
@.9@ Fas any buy bac% of shares been approved by
articles of association"
Fas the oKer of buy bac% been made after 24,
days from the date of preceding oKer of
buy bac%"
Fas the buy bac% been not more than 2,- of
the total paid up capital and free
reserves of the 0ompany"
Fas the buy bac% in any one fnancial year
been not more than 2,- of the total paid
up capital in that fnancial year"
/s the ratio of debt o.ed #both secured and
unsecured) by company not more than
t.ice the capital and free reserves after
such buy bac% #unless a higher ratio has
been prescribed by 0E in certain classes
of companies)
(re all shares for buy bac% fully paid up"
/s the buy bac% as per +G;/ EJ in case of listed
companies"
/s the buy bac% as per any other guidelines as
have been prescribed" + 55( #2)
@.9B ,.14 Fas any buy bac% of shares more than
10- #but less than 2,-) of total paid up
capital and free reserves of the 0ompany
been approved by a special resolution of
members"
/f the buy bac% is or less than 10- of total paid
up capital and free reserves has it been
authoriDed by the ;oard in a meeting" +
272
@.9C Fas the buy bac% been completed .ithin 12
months from the date of passing special
12
resolution or ;oard resolution"

@.9E Fas company fled a declaration of solvency as
re8uired under + 55( #4) .ith H'0 and
+G;/ #for listed 0os) before ma%ing buy
bac%"
@.9F Fave the shares bought bac% been
extinguished physically destroyed .ithin
seven days of the last date of completion
of buy bac%"
@.!< 0onfrm that company has not issued any
shares of same %ind #incl right shares)
.ithin 4 months except by .ay of bonus
issue or discharge of subsisting
obligations li%e conversion of .arrants!
stoc% option schemes! s.eat e8uity or
conversion of preference shares or
debentures into e8uity"
@.!9 Does company maintain a register as
prescribed in + 55( #7) for buy bac%
shares"
@.!! Fas company fled a return .ithin 20 days of
completion of buy bac% .ith H'0 #and
+G;/ #for listed cos))
@.!# Fave the provisions of + 57( been complied
.ith for issue of +.eat e8uity shares"
@.!)
@.!@
@.!B
(re issues of e8uity shares .ith diKerential
voting rights in accordance .ith
0ompanies #issue of share capital .ith
diKerential voting rights) rules 2001" +
64
(re preferential allotment of shares in the case
of unlisted public companies authoriDed
by articles of association and a special
resolution passed by members in a
general meeting authoriDing the ;oard of
Directors to ma%e such issue"
(re preferential allotment of shares in the case
of unlisted public companies completed
.ithin a period of 12 months from the
date of special resolution and 40 days of
receipt of share application money" /f
not! has the application money been
repaid .ithin 1, days thereafter! failing
.hich has it been repaid .ith
13
NnlistedOublicO%om
panies9)dec.pdf
simple interest accrued O 12- p.a" /f not
repaid! has this interest been accrued"
(lso chec% no deduction under income
tax act claimed.

@.!C 0hec% no shares of holding company are held
by subsidiary company except .here it holds
such shares as a representative or trustee or
ac8uired before becoming subsidiary. #+ec
17#2012))
@.!E %hec5 no default made by the %ompany in
repayment of deposits accepted, interest
payment thereon, redemption of debentures or
preference shares or payment of dividend to
any shareholder, or repayment of any term
loan or interest payable thereon to any =IDban5.
,ote: 1uy-bac5 is not prohibited, if the default
is remedied and a period of # years
lapsed after such default ceased to e'ist.
-$ec C<-!<9#..
9 Ree!2e (Section *(% 2'+ ,n- 2'+A)
6B.9 Fas the securities premium account been
utilised only for the ob>ects specifed in section
56"
6B.! Fas the transfer to reserves from the )roft :
Joss (ccount been in accordance .ith the
companies #$ransfer of )roft to Heserves)
Hules 175," !ec
"+,
6B.# Fas the .ithdra.al from reserves for dividend
payment been in accordance .ith the
0ompanies #)ayment of Dividends out of
Heserves) Hules 175,"
B.) /n case of revaluation of fxed assets has the
increase been sho.n under Hevaluation
Heserve"
B.@ /n case of revaluation of assets! is every
balance sheet for frst years subse8uent to the
date of revaluation sho.ing the amount of
increase made"
* Lo,n # $=n- <o!!o>e- 6Section +(A%
*9% 12+ to 12*% 1&3% 2)2% 3*' ,n- 3*1%
2)3(1(-)7 $In case of N-./ see 0-I
re1ulations&
C.9 /f the company has accepted public deposits
14
have the various provisions of section ,6( and
the 0ompanies (cceptance of Deposit Hules!
175, been 0omplied .ith"
+pecifcally:
Lote that deposits received from a director!
relative of a director or member in a private
company alone are exempt no.; amounts
received from directors in public companies are
covered by + ,6(.
0hec% if the Let o.ned funds of the 0ompany
is Hs 1 0H or more if it has invited public
deposits.
Check if amount raised by the issue of bonds or
debentures secured by the mortgage of any fixed assets
referred to in Schedule VI of the Act excluding intangible
assets of the company does not exceed the market
value of such fixed assets #Lotifcation dated 21
&arch 12)
0hec% if penal interest at 16- has been paid
for overdue deposits claimed and not paid
#20- in case of small depositors)
Gxcept as aforesaid! interest rate not to exceed
12.,-.
/n the case of any default in respect of any
small depositor #deposit of Hs 20000 or less)
has intimation been given to Lational 0ompany
la. $ribunal"
Fas no further deposit been accepted unless
each small depositor has been fully paid his
dues" + ,6((
If the %ompany has accepted deposits from
small shareholders and subsequently obtained
loans from ban5 for wor5ing capital, the
%ompany has to repay the interest on deposits
or deposits that are matured to the small
shareholders "rst.
C.! Has the %ompany ensured that it has not given
loans to persons holding either its own
debentures or the debentures of companies
listed in item 9 of art #;
C.# If any debentures are issued, has a resolution
of the 1oard of Girectors been ta5en to approve
the same; Sec 2)2
C.) Has a resolution of the 1oard been ta5en to
approve any other borrowings;
Sec 2)2
C.@ (here any of the borrowings are secured by a
charge on the company>s assets or otherwise,
15
has a notice of the charge been served on the
2egistrar within #< days of creation of charge
or within e'tended period of #<< days allowed
by the 2egistrar; (3'' -,? , "e! 8ene!,/
Ci!c=/,! No 13@2''* -,te- 2*.').2''*)
Sec 12*

C.B Fas a register incorporating the prescribed
particulars of all charges been %ept"
!ec %43
C.C Has a members> $&%IAI resolution been ta5en
specifying the total amount that can be
borrowed if total borrowed funds e'ceed
aggregate of paid-up capital and free reserves;
-8not applicable to private company.
- Sec 1('(1)(c) # (2)
(2'13) )2)3(1) (-)

R.
$ecured Ioans
Nnsecured Ioans
Total
aid-up %apital
Total 2eserves
Iess: ,on-free reserves
Total
Lote: $emporary loans .hich are repayable on
demand or .ithin 4 months! cash credit
arrangements! bills discounted and any other
short term loans shall be excluded for the
purpose of above computation.
C.E /n respect of non convertible portion of
debentures! has the 0ompany created a
debenture redemption reserve out of its profts
every year until such debentures are
redeemed" #,0- of value of debentures
issued through )ublic issue and 2,- for
privately placed debentures- for L;B0?s no
need to create DHH for privately placed
debentures- for ban%s and (/B/ no need to
create DHH)
C.F 0onfrm the amount credited to DHH has not
been used for any purposes other than for
redemption of debentures"
( C!e-ito! # P!o2iion (Section 2'+A ,n-
&1*)
E.9 Fave all unpaid dividends been deposited into
a separate ban% account .ith 25 days of the
16
declaration"
Fave the amounts of all dividends #including
interim dividend) been deposited in a separate
ban% account .ithin , days of declaration of
the dividend"
!ec "+,$%(& and ! "+,(
E.! Fave any amounts of a) dividends b)
applications moneys received c) matured
deposits d) matured debentures e) interest
accrued on matured depositsdebentures
remaining unpaid for seven years been paid
over to the /nvestor education and )rotection
fund" #+ee annexure -2) !ec
"+,/
E.# Fave all security deposits made by employee
been %ept in a separate post o=ce savings
ban% or scheduled ban% account- !ec 4%'
) ContinAent Li,5i/itie (Section **% 2)+
,n- 3*')4
F.9 Fas the company observed restriction .hich
forbids guaranteeing any loans made for the
purpose of purchase of shares in the 0ompany
or its holding company"
!ec ''
F.! Fas the company ensured that guarantees if
any provided are .ithin the limits of + 252(
#see under investments)
F.# Fas a register been maintained to incorporate
details of guarantees given" !ec 3'2(

1' Cont!i5=tion # Don,tion (Section
2)3(1)(e) ,n- 2)3A% 2)3<1(1-1(3 (2'13))4
89<.9 /s the total of contributions and donations
during the year less than Hs. ,0!000"
"#3 $%& $e&)
9<.9 Fas the 0ompany made any
0ontributionDonation during the year"
89<.! /f the ans.er to the above is PLoMesQ are the
total contributions belo. ,- of the average
net profts for the previous three years
calculated as per sections 237 and 2,0" /f
not! .hether resolution us 272#1) #e) has
been ta%enprior permission of the 0ompany in
general meeting ta%en ##exception in case of
Lational Defence Bund and such other funds
approved by 0E for national defence)". <
!ec "#3 $%& $e&%*% 2 %*3$"+%3&
Net P!oBt R.
Iast +ear
17
Iast +ear -P 9
Iast +ear - !
Total
Average
@A of average pro"ts
9<.# /s political contribution made by the company
as per the provisions of +ection 272 (162
#2012. )"
11 So/e Se//inA AAent (Section 2)&% 2)&A
,n- 2)&AA)4
NOTE4
$ole $elling Agents are selling agents who e'clusively receive
commission for either:-
-a. $ales of certain type of products, or
-b. $ales in certain geographic areas, or
-c. $ales to certain class of customers
99.9 Fas the appointment of sole selling agents
been approved by a members? resolution"
!ec "#4
99.! /s the appointment only for a period upto fve
years"
!ec "#4
99.# /f the paid-up capital of the company exceed
Hs. ,0 la%hs has the appointment been
approved by #a) a special resolution of the
members! and #b) the 0entral Eovernment"
!ec "#4((

99.) (re the +ole +elling agents other than those
listed in items 22 or 23 of )art 2" /f so! is
approval from 0entral Eovernment ta%en"
!ec "#4
99.@ Fave the provisions of section 273( been
complied .ith .hen paying compensation for
loss of o=ce to a sole selling agent"
99.B (re the products for .hich sole selling agents
appointed other than those declared by the
0entral Eovernment under section 273(( #1)
as not recogniDing such agents"
12 So/e P=!c:,inA o! <=?inA AAent
(Section 2)& ,n- 2)&AA)4
NOTES4
$ole buying agents purchasing agents who e'clusively
receive commission for either:-
-a. urchase of certain types of goods, or
-b. urchase from certain geographic areas, or
-c. urchase from certain class of suppliers
9!.9 (re the sole buying agents other than those
18
listed in items 22 or 23 of )art 2"
!ec "#4
9!.! /f the paid-up capital of the company exceeds
Hs.,0 la%hs! has the appointment been
approved #a) by a special resolution of the
members and #b) by the 0entral Eovernment"
!ec "#4

13 A=-ito! (Section 22&%22&A%1)(% 22+%
233A% 233<)
9#.9 Fas the company ta%en our consent in .riting
before proposing our reappointment as
auditors last year also stating that the
appointment is .ithin the limits specifed us
223#1;) i.e not exceeding 20 public
companies per auditor and of 10 audits for
public companies having paid up capital of
Hs.2, la%hs or more"
+ec ""4
9#.! Fave .e been reappointed at the (nnual
Eeneral &eeting" !ec ""4
9#.# Fave .e been intimated of our reappointment
.ithin 5 days of the (nnual Eeneral &eeting"
!ec ""4
9#.) Fave .e intimated the Hegistrar of our
accepting the reappointment .ithin 20 days of
the (nnual Eeneral &eeting" !ec ""4
9#.@ Fas the resolution for reappointment either
specifed the audit fees and expenses or
specifed the manner in .hich they shall be
fxed" Fas the payment of service tax been
specifcally mentioned"
!ec ""4
9#.B /f the shareholding of parties in items 26 of
)art 2 is greater than 2,- of the subscribed
capital! has our reappointment been done by a
special resolution"
!ec ""4(
9#.C /f the shareholding of parties in item 26 of )art
2 is greater than ,1- of the paid-up capital!
has our reappointment been done by the
0:(E" #$he remuneration ho.ever shall
be fxed by the company in general meeting. +
223#6)#aa) !ec 3%#$"&
9#.E Fas the appointment of any branch auditors
been made by either the members or the
;oard as authoriDed by members in
consultation .ith the company?s auditors"
!ec ""*
9#.F /f a special audit vide section 222( has been
ordered! have .e obtained a copy of the
report"
9#.9< /f a cost audit has been ordered under section
19
222; have .e obtained a copy of the report"
9#.99 (re the observations or comments in the audit
report .hich have an adverse eKect on the
functioning of the 0ompany given in thic% type
or italics" + 225#2)#e)
9#.9! 9hether the audit report states also that the
):J and ;+ comply .ith the accounting
standards referred to in + 211" + 225#2)#d)
9#.9# 9hether the audit report states .hether any
director is dis8ualifed from being appointed as
director in terms of + 253#1)#g)" + 225#2)#f)
#not applicable to nominee directors)
9#.9) 9hether the audit report states .hether the
cess payable us 331( has been paid and if
not! details of the amount of cess not so paid"
9#.9@ 0onfrm that the auditor is not a) having any
dues exceeding Hs 1000 or given any
guarantee or provided security for an amount
exceeding Hs 1000 b) holding any security
.hich carries voting rights in the auditee
company. + 224#2)
9#.9B (udit committee: /f a )ublic company has a
paid up capital of not less than Hs , 0r is there
an audit committee of directors" + 272(
9#.9C (re the follo.ing satisfed"
1. (re there not less than 2 directors in (0"
2. (re at least t.o thirds of members of (0
directors other than &D9$D"
2. Does the (0 act as per the terms of
reference specifed by the ;oard"
3. Does the annual report of 0ompany disclose
the composition of (0"
,. Do the auditors! internal auditor and
director fnance attend all meetings"
4. Does (0 have discussions on internal
control systems and scope of audit .ith the
auditors"
5. Does (0 revie. the half yearly and annual
fnancial statements before submission to
;oard"
6. 9here ;oard does not accept any
recommendations of (0 are the reasons
recorded and communicated to shareholders"
7. /s the 0hairman of (0 present at (E& to
provide any clarifcation on matters related to
audit"
1& Re3=ne!,tion to Ot:e! (ection 1))%
2''% 3(* ,n- 3(()4
69).9 /f any employee is paid a commission on net
profts is the profts computed as per 8uestion
14.1 belo." !ec %##
9).! Fas the company refrained from bearing any
20
tax .hich is the liability of its employees or
directors" #/n case 0ompany has follo.ed the
recent tax amendment for payment of taxes!
.hether a legal opinion obtained regarding
compliance .ith this section")
!ec "++
6
89).#
/f the company has a manager Ras defned in
section 2#23)S have the provisions of sections
265 and 266 been complied .ith"
1+ De"!eci,tion (ection 2'+ ,n- 3&))4
9@.9 Fas depreciation been provided as per
+chedule T/I of the 0ompanies (ct! 17,4"
Fas method been disclosed in Lotes to
(ccounts"
+pecifcally have assets purchased
costing Hs ,000 or less per item have been
depreciated fully unless such items under
)lant and &achinery constitute more than
10- of the actual cost of total plant and
machinery"
9here applicable depreciation on extra shift
.or%ing for plant and machinery has been
provided"
0onfrm no extra shift depreciation provided in
respect of items mar%ed LG+D.
9here applicable depreciation related to
Ucontinuous process plant? has been provided
at the rate provided" #,.26- +J or 1,.22-
9DI)
+ec 20,+ch
T/I
Fas a portion of profts not exceeding 10-
been transferred to Heserves .hen dividend is
declared as per 0ompanies #$ransfer of )rofts
to reserves rules)! 175,.
9here higher percentage transferred to
reserves .hether the above rules have been
complied .ith"
9@.! /f depreciation is lo.er has approval been
obtained for any payment of dividend" /n case
depreciation is higher! is it based on proper
technical evaluation and per (s-4"
19 Di!ecto!C Re3=ne!,tion (Section 1)(%
3')% 311% 31( to 321% 3&)% ,n- 3+' #
2'2(2'13)) 4
6
89B.9
Bor the purpose of managerial remuneration
have the net profts been recomputed after
ma%ing the ad>ustment as per section
2372,0"<
69B. Does the managerial remuneration#excluding
21
! sitting fees) include all payments to directors!
any expenditure incurred for their beneft
#direct or indirect)! the approximate cost of all
per8uisites provided out of assets belonging to
the company and all contributions to various
funds of .hich the directors are also
benefciaries"<
69B.
#
Fas the remuneration paid to each director as
computed in 14.2 above been .ithin the
follo.ing maximum limits"<
69B.
)
/s the remuneration paid to &anaging Director
in accordance .ith +ection 247 and +chedule
T/// to the 0ompanies (ct! 17,4"<
+ee (nnexure-1 for circular on &in
remuneration.
+pecifcally chec% if:
&D?s (ge is bet.een 2, and 50
&D is not an LH/
Fe is not dis8ualifed per +ch T///
/f he is &D in more than one company total
remuneration does not exceed the higher
22
4escription 0emuneration as
per $%3."
above& as
percenta1e of
recomputed
net
pro5t $%3.% above&
$o any one managing
or .hole time
director
,-
$o all managing and
.hole time directors
ta%en together
10-
$o all other directors
ta%en
together #if the
company
has also a managing
or
.hole time director)
1-
$o all directors ta%en
together #if the
company
has no managing or
.hole
time director)
2-
$o all the directors
ta%en
together
11-
maximum limit from any one of the
0ompanies.
(pproval of shareholders obtained.
+ecretary or )racticing secretary has certifed
compliance.
69B.
@
/f any minimum remuneration paid to any
director! exceeds schedule T/// has the 0entral
Eovernment approved it" <
69B.B /s the remuneration paid sanctioned by either
the (rticles of (ssociation or any resolution of
the members" !ec 3+# )
9B.C Approval:8
89B.C.
9
/f any remuneration or commission is paid to a
director .ho is not a managing or .hole time
director! has this been approved by a special
resolution of the members..
89B.C.
!
Fas the 0entral Eovernment approval been
ta%en if it is paid in the course of the year
itself"
89B.C.
#
Fas a ne. special resolution been ta%en every
fve years"
!ec 3+#
9B.C.
)
9hen a &D or 9$D gets a commission ensure
he does not get any commission or
remuneration from any subsidiary. ! 3+#$3&
89B.E Fas every increase in the directors?
remuneration been approved by the 0entral
Eovernment! if the same does not fall .ithin
+ch T///"# !ec 3%+)
-
In this section! director?s remuneration does
not include sitting fees provided it does not
exceed the limit as stated belo. #14.7).
Directors include managing and .hole time
director.
# - No approval of the Central Government is required
for a subsidiary of a listed company on complying
with ALL of the following conditions:
a) Have the emuneration Committee and !oard of
"irectors of the Holding Company given their
consent for the amount of remuneration of the
director#
b) Has the amount been considered as remuneration
paid by the Holding Company for the purpose of
section $%& of the Companies 'ct#
c) Has the remuneration of the director been
approved by the Holding Company in its General
(eeting#
d) )s all the shareholders of the *ubsidiary are !ody
Corporate#
Note: )n case of sic+ companies, neither Central Govt-
23
approval nor above mentioned procedures need to be
adopted, provided the remuneration is fi.ed by !)/
0!oard for )ndustrial and /inancial econstruction)-
'lso no approval of Central Govt- is required, if the
managerial person is not having any interest in the
capital of the Company or its holding company,
directly or indirectly or through any other statutory
structures 0i-e- any entity which is entitled to hold
shares in any company formed under any statute) and
not having any direct or indirect interest or related to
the directors or promoters of the Company or its
holding company at any time during last two years
before or on the date of appointment and is having a
graduate level qualification with e.pert and
speciali1ed +nowledge in the field of his profession-
89B.F (re the sitting fees for attending ;oard
&eetings #restricted to a maximum of Hupees
t.enty thousand per meeting in case of
companies .ith )aid up share capital and free
reserves of Hs 10 0r or turnover of Hs ,0 0r
and not exceeding Hs 10000 in other cases )
paid as prescribed under Hule 10; of the
0ompanies #0entral Eovernment) Eeneral
Hules and Borms 17,4"< #Lotifcation dated 23
*uly 02)
9B.9< /f any compensation is paid to any director for
loss of o=ce! have the provisions of +ections
216 to 221 been complied .ith"
9B.99 9here there is any ;oard resolution for
appointment or reappointment of &D! has form
22 re8uired to be fled us 172 been fled .ith
H'0" #also applicable to )rivate 0ompanies)
9B.9! Is there any compensation being paid for loss
of ofce to managing or whole time director or
manager; If yes, has the payment been made
in accordance with the provisions of
$.!<!-!<9#.;
1* Di2i-en- (Section )3% 2'+ ,n- 2'*)4
9C.9 /f the previous year?s dividend has been paid
in proportion to the paid-up value of the shares
and not e8ually on all shares and do the
(rticles authoriDe this"
!ec #3
69C.
!
(fter provision for current year?s dividend
payable are the free reserves and surplus
ade8uate to cover the follo.ing:
a) any amount un provided liabilities!
such as gratuity! claims against the
company! tax appeals or disputes!
interest due! penalties! etc.
24
b) any amount un provided on
depreciation or amortiDation
c) (ny loss non-moving! slo.-moving!
damaged or obsolete inventories.
d) d) (ny un provided doubtful debts! loans
or advances.
e) (ny other un provided losses as
indicated in the notes! foot-notes! etc. to
the ;alance +heet"
69C.
#
Fave the provisions of the 0ompanies
#$ransfer of )roft to Heserves) Hules 175,
been complied .ith" !ec "+,
9C.) Fave the provisions of section 60( if applicable
complied .ith before declaring dividend on its
e8uity shares. $redemption of
irredeemable preference shares issued
before /ompanies $(mendment (ct&
%#**& !ec "+,
9C.@ /f depreciation is not fully provided for!
.hether approval of central government has
been obtained before declaring dividend.
!ec "+,
1( Acco=nt 6Section 2')% 21'% 211
3*2(1')% 212% 22*(3)(55)% 21+% 21* ,n-
+)&)7
9E.9 Does the company maintain boo%s and records
to enable it to ascertain all details of its assets!
liabilities! income and expenditure readily"
!ec "+#
9E.! Fas all expenses and income accounted for an
accrual basis"
!ec
"+#
9E.# (re all boo%s %ept at the company?s Hegistered
'=ce only" /n case if it is %ept else.here
.ithin /ndia! this should be intimated to the
Hegistrar .ithin seven days of the decision.

!ec "+#
9E.) 9here any records are %ept at branches! are
detailed accounts and return sent to the
Hegistered '=ce at least 8uarterly.
!ec "+#
9E.@ Have all records for the previous E years been
maintained;
Sec 2')
9E.B Have the previous year>s annual accounts been
adopted at the Annual 3eneral 4eeting;
Sec 21'
6
89E.C
/n case the ;alance +heet is in any form other
than those prescribed in +chedule I/! has
Eovernment approval been ta%en"
25
/s the rounding oK of fnal accounts as
permitted by 0ompany Ja." i.e /f turnover is
Hs ,00 0r or more round oK in 0rores; if Hs
100 0r and above but less than Hs ,00 0r! in
millions and if Jess than Hs 100 0r in
thousands"
Sec 211
9E.E /n case the company had any subsidiaries
#item 2 )art 2) in the previous year! .ere their
annual reports together .ith a statement
attached to this company?s annual accounts"
0onfrm the subsidiary company?s fnancial
year does not end on a day .hich precedes
the holding company?s fnancial year end by
more than 4 months.
!ec "%"
9E.F 9here any branches are not audited by us!
have .e obtained the branch audit reports"
69E.
9<
Fave the annual accounts been signed by the
+ecretary! the &anaging Director and any one
other director after approval at a ;oard
&eeting"
!ec "%,
69E.
99
Fas the ;oard approved the accounts
unanimously"
69E.
9!
Has the 1oard report dealt with:
-a. the state of a*airsQ
-b. the dividend recommendedQ
-c. the appropriation of pro"tsQ
-d.any signi"cant post balance sheet
changes or eventsQ
-e. the conservation of energy, technology
absorption, foreign e'change earnings and
outgoQ
-f. Getails of high paid employeesQ -2s @ la5h
p.m.. -The details need not be speci"ed in the
Annual report and mention can be made that
the shareholders will be provided with the
details on request..
#g) Directors? responsibility statement #+
215#2(())
#h) Heasons for failure to complete buy bac%
.ithin the time limit specifed in + 55(#3)
9E.9# /f the 0ompany is a foreign company has it
fled the accounts of the previous year .ith the
Hegistrar" !ec ,#4
9E.9) Binancial year: a) is the fnancial year not
more than 1, months"
/f it is more than 1, months! is it mot more
than 16 months and H'0 special permission
obtained"
Does the ;+ date precede the date of (E& by
26
a) not more than 7 months in the case of frst
(E& and b) not more than 4 months #unless
time for (E& extended by H'0) in the case of
other (E&?s"
Fas the (nnual report been submitted to H'0
.ithin 20 days of holding (E&"
Fas the (nnual Heturn been fled .ith H'0
.ithin 40 days from the date of holding (E&"

1) Me3o!,n-=3 # A!tic/e 6Section 13% 19%
1*% 31% 1&) (2A)D
9F.9 Does &emorandum state that the Pliability of
the members is limitedQ"
!ec %3
9F.! Fave all changes in the &emorandum relating
to change of regd o=ce from one state to
another or .ith respect to its ob>ects been
approved by a special resolution and by the
0entral Eovt"
/s any change in 'b>ects clause of &'(
approved only by a resolution passed by )ostal
;allot" !ec %' 2 %#"(
)ostal ;allot is applicable only in the case of
listed companies.
Fave the changes in the &emorandum been
amended in the copies that are available in the
0ompany"
9F.# 0hanges in (rticles: - Fave the changes in the
(rticles been amended in the copies that are
available in the 0ompany"
9F.#.
9
Fas every change in the (rticle been approved
by a specia
l resolution" /n the case of amendment to
(rticles for
deleting or inserting provision related to
defnition of
)rivate company! has the resolution been
passed by )ostal
ballot" )ostal ;allot is applicable only in the
case of listed
companies.
9F.#.
!
9here a change of articles increases the
maximum no. of directors beyond 12! has
central government sanction been ta%en"
-<not applicable to private company
!ec
3%6",#
0onversion of public into a private company C
H'0?s approval is re8uired and 0entral
Eovernment approval is not re8uired.
89F.#. 9here a company commences any ne.
27
# business! has a special resolution authorising
such commencement been ta%en"
!ec %4#$"(&
9F.#.
)
/s the business carried on by the company
.ithin its Pob>ectsQ"
2' Di!ecto! 6Section 2+3% 2++ to 2+*% 293%
299A to 2998% 2*'% 2*& 29'% 313% 2(&%
2*+% 29*% 29(% 31'% 311% 29)% 31* ,n-
3')(2)% 1)&(2'13) # 1)+(2'13)74
=orm !F- Has consent to act as directors been
given to 2M% -in the case of public company.
in addition to =orm !F;
!<.9 9hether the company has not appointed or
reappointed any individual as director unless
he has been allotted a director identifcation
numberunder sec 244;" #)roviso to +ec 2,2)
!<.! (hether the company has, within one wee5 of
intimation of GI, by the directors, furnished
the same to the registrar or any other authority
as speci"ed by the %entral 3overnment;
!<.# (hether the company, while furnishing any
return, information or particulars relating to
director or containing any reference to any
director, has quoted the Girector identi"cation
number in such return etc.
8!<.) Is atleast two-third of the directors liable to
retire by rotation at the annual general
meeting; Sec 2++
In the case of public company, chec5 the
Articles and if it states that all directors retire
by rotation, then the provision in the Articles is
applicable.
8!<.@ Have at least one-third of the directors plus
any additional directors retired at the last
Annual 3eneral 4eeting;
Sec 2+9
!<.B Appointment:
!<.B.
9
Has every director been appointed by a
resolution of the shareholders;
!<.C If the Articles provide for quali"cation shares
have these been acquired by every director
within ! months of his appointment; .
Sec 2*'
!<.E Has any director been disquali"ed through the
operation of section !C) or !BC;
!<.F Has a 1oard resolution been passed approving
appointment of any additional directors;
Sec 29'
!<.9< Alternate Girectors:
!<.9<
.9
If any alternate directors have been appointed
by the 1oard, is this permitted either by the
28
Articles or by a members> resolution;
!<.9<
.!
Have alternate directors vacated ofce on the
return of the original directors to the $tate;
Sec 29&
8!<.9
9
Fas any change relating to the appointment!
reappointment! terms of service contract!
remuneration or any other matter of a
managing or .hole-time director in conformity
.ith +chedule T/// to the 0ompanies (ct! 17,4.
!ec "3# .
8!<.9
!
/s the appointment or reappointment of every
managing or .hole time director in conformity
.ith +ection 247 of the 0ompanies (ct! 17,4"
8!<.9
#
Fas the &anaging Director been reappointed
every fve years"
8!<.9
)
Fas an abstract of the terms of appointment of
every managing director or any subse8uent
variation thereof been circulated to all
members vide section 202#2)"
!<.9@ /f the 0ompany?s paid up capital is Hs , cr or
more is it having an &D or .hole time director
or manager as re8uired under + 247"
-not applicable to private company
!<.9B If any other director is appointed other than
retiring director, chec5 the following: - $ec!@C.
9. (hether notice has been recd. 1y a
company proposing a person to be a director
within 9) days from the date of holding the
A34 and whether the shareholders are
communicated either by post or newspaper
advertisements. -
not applicable to private company
!<.9C %asual vacancy:- $ec!B!:
%hec5 the Articles. The casual vacancy may be
"lled by a 1oard 2esolution and chec5 if they
hold ofce only till the date in which the
director in whose place they are appointed
would have held ofce.
- not applicable to private company.
!<.9E Appointment of small shareholder- director.
$mall shareholders mean shareholders who
hold nominal value of shares not e'ceeding
2s.!<,<<<
In case of public companies which has a paid-
up capital of 2s.@ crores or more and if the
total no. of shareholders e'ceed 9<<< small
shareholders , chec5 the following:
29
9. This director is appointed in accordance with
$ec B)! read with $ec !@! :
a. $mall shareholder director can be appointed
only for a period of # years and is eligible to be
reappointed.
b. This director cannot be a small shareholders
director in more than ! companies.
c. Appointment should be made only by postal
ballot in the case of listed companies.
!<.9F %hec5 whether the director of the company is a
director in more than 9@ companies as per
declaration by the director- $ec!C@.
(hile computing the no. of companies in which
the director of this company is a director,
chec5 under $ec!CE, list of certain companies
that are to be e'cluded. -unlimited, $ !@,
rivate.
!<.!< %hec5 no forward dealings have been entered
into by any director or 5ey managerial
personnel with the %ompany or its holding,
subsidiary or associate %ompany. -$ec. 9F)
-!<9#. .
!<.!9 %hec5 no trading by any director or 5ey
managerial personnel of the %ompany carried
out during the availability of non-public price-
sensitive information. -$ec 9F@ -!<9#. .
21 Cont!,ct >it: Di!ecto! (Section 2)* to
3'1 # 31&)4
!9.9 Fave all contracts or dealing .ith any party
listed against items 6! 7! 10! 11! 12! 12! 13 or
1, of )art 2 been brought to the notice of the
;oard at the earliest date"
!ec "#'
!9.! Fave all contracts or dealings referred to
above! other than those .ith parties listed
against items 13 or 1, of )art 2! been
approved by a ;oard resolution"
!ec "#'
!9.# Fas every interested director refrained from
participating in or voting on any resolution
covered by 8uestion 21.2 above"
!ec 3++
!9.) /n case of companies .ith a paid-up of capital
Hs.1 crore or more! has prior 0entral
Eovernment approval been ta%en for contracts
covered by 8uestion 21.2 above"
!ec "#' $(pplicable to 7rivate 8td /os
also&
!9.@ Fave all directors made a general disclosure of
30
their interest at the frst ;oard &eeting in each
year as per section 277#2)"
!9.@.
9
Fave all contracts or arrangements referred to
in 21.2 above .hich tantamount to an o=ce or
place of proft in the company! having a
remuneration of Hs 10000 or more per month
been approved by a special resolution of the
members" + 213 #(pplicable to )rivate Jtd cos
too) #Gven per8uisites and ta%ing a place free
of rent .ill tantamount to Uo=ce or place of
proft?; chec% this out)
!9.@.
!
Fave such contracts also been approved by
the 0entral Eovernment! if the consideration
/nvolved averages out to Hs. ,0!000 p.m. or
more" + 213#1;) #(pplicable to )rivate Jtd.
0os too) #9GB Beb 02 increased to Hs ,0000
from Hs 20000; .ef 4 (pr 11 increased from Hs
,0000 to Hs 2,0!000)-refer to Director?s
relatives #o=ce or place of proft ) rules! 2002
and amendment rules ! 2011
!9.B Is there a procedure whereby every party
appointed to an ofce or place of pro"t
declares that it is not connected to a director in
any of the ways mentioned in items E to 9# of
part #;
!9.C Fas a register incorporating all details of every
contracts or disclosure covered by 8uestions
21.1 and 21., above been maintained vide
section 201"
!9.E Fas the 0ompany entered into any non-cash
transactions #i.e. consideration other than
cash) .ith any director or his interested
parties or its holding subsidiaryassociate
companies " /f yes! prior approval at general
meetings of the 0ompany as .ell as its holding
company #.here holding company is involved)
ta%en" $!ec. %#" $"+%3&&
22 MeetinA (Section 19+% 199% 1)3% ,n-
2(+% 1'3(2'13))4
!!.9 Fas a statutory meeting been held .ithin 4
months and after one month from the date of
the company .as entitled to commence
business <
!ec %3,
6!!.! (ill the ne't Annual 3eneral 4eeting be held
within B months of the end of the "nancial
year; Sec 199
!!.# Has the "rst annual general meeting been held
within 9E months of Incorporation;
Sec 199
6!!.
)
(ill the Annual 3eneral 4eeting be held within
9@ months of the preceding Annual 3eneral
31
4eeting;
Sec 199
!!.@ In the case of private company, as speci"ed in
the Articles8.
%hec5 for the length of notice of meetings -!9
clear days in the case of public company. In
case this is less than !9 days,

a. In case of A34, consent for shorter notice be
given by all the members and
b. In case of other meetings, by shareholders
holding not less than F@A of the share capital
or not less than F@A of the voting power in
case of companies not having share capital.
!!.B
8
%hec5 if there is proper quorum for the
meeting- $ec9C)
$ec9<#-!<9#.8
/n the case of )ublic 0ompany! , members
personally present if no. of members as on
meeting date not exceeding 1000! 1,
members if more than 1000 but not exceeding
,000! 20 members if exceeding ,000.
/n the case of )rivate 0ompany! 2 members
personally present! shall be the 8uorum.
!!.B.
9
Has a 1oard 4eeting been held at least in each
quarter; Sec
2(+
!!.B.
!
Have at least ) 1oard meetings been held in
every calendar year; Sec
2(+
!!.B Have the minutes of all meetings held entered
in the member>s and 1oard>s minutes boo5s;
Sec 1)3
!!.C Has every page of the minutes been initialed
and the last page signed and dated by the
%hairman; Sec 1)3
!!.E Go the 1oard minutes give the names of all
directors present there at;
Sec 1)3
!!.F In case of each resolution passed at the
meeting the names of directors, if any
dissenting from, or not concurring in the
resolution is mentioned.
!!.9< If circular resolution is passed chec5 if:
$ec!EF
The resolution is permitted to be approved by a
circular resolution and it is been approved
in the ne't 1oard 4eeting.
The following cannot be passed by way of
circular resolution:
32
9. $ec!B!, $ec!F!, $ec!FC, $ec!FF, $ec#<E,
$ec#9B, $ec#EB, $ec#C!A.
4inutes to be bound once a year.
23 Mice//,neo=4
!#.9 Fas the appointment or re-appointment of any
frm or body corporate to an o=ce or place of
proft in the company been restricted to
maximum , years" !ec
"+4
!#.! /f the company has appointed manager #as
defned in +ection 2#23)! have the provisions of
section 263 to 266( and 202#1) been complied
.ith"
!#.# Fas the company ensured that it does not at
the same time have a managing director as
.ell as a manager as above" !ec %#'(
!#.) /f the company has a paid-up capital of Hs. ,00
la%hs or more! has it appointed a 8ualifed
+ecretary"
!ec 3*3( and 0ules
!#.@ /f any assets .ere ac8uired together .ith any
charge that existed thereon! has the same
been registered" !ec %"'
!#.B Fave the directors al.ays acted .ithin the
provisions of the (rticles" 0hec% if (rticles in
any case provides for a special resolution even
though the (0$ provides for only an ordinary
resolution"
!#.C Fas members? resolution been ta%en for
selling! leasing or disposing of a substantial
portion of the assets or business" <
Fas this approval been obtained through a
)ostal ;allot" !ec "#3
$%&$a&
)ostal ballot is applicable only in the case of
listed companies.
!#.E Fas approval of the members been ta%en for
any variation in terms of any contracts
referred to in any prospectus or statement in
lieu of prospectus issued by the company any
time in the past"
!ec 3%
!#.F Hegistered o=ce: Fas any registered o=ce
change from one state to another been
approved by +pecial resolution and confrmed
by 0entral Eovernment" +ec 15.
Fas any registered o=ce change from one
place to another .ithin the state #from the
33
>urisdiction of one H'0 to another) been
confrmed by Hegional Director" + 15(
Fas any change of registered o=ce outside
the local limits of any city! to.n or village been
approved by +pecial resolution passed by
)ostal ;allot" + 134#2) C)ostal ;allot is
applicable only for listed companies.
!#.9< /n case of 0ompanies not re8uired to have a
.hole time secretary and .ith paid up capital
of Hs 10 la%hs and less than Hs.2 crores has
certifcate by a secretary in practice been fled
.ith H'0" + 262(
(hether a company secretary is
appointed where the paid up capital
e'ceeds ! crores;
2& Pot,/ <,//ot- S 1)2A Ye No. N.A
.
Fave the follo.ing been done only through
postal ballot in case of listed companies"
a) alteration in the 'b>ect 0lause of
&emorandum;<
#b) alteration of (rticles of (ssociations in
relation to deletion or insertion of
provisions defning private company; <
#c) buy-bac% of o.n shares by the company
under sub-section #1) of section 55(;
#d) issue of shares .ith diKerential voting
rights as to voting or dividend or other .ise
under sub-clause #ii) of clause #a) of section
64;
#e) change in place of Hegistered '=ce out
side local limits of any city! to.n or village
as specifed in sub-section #2) of section
134;<
#f) sale of .hole or substantially the .hole
of underta%ing of a company as specifed
under sub-clause #a) of sub-section #1) of
section 272;<
#g) giving loans or extending guarantee or
providing security in excess of the limit
prescribed under sub-section #1) of section
252(;<
#h) election of a director under proviso to
sub-section #1) of section 2,2;
#>) Iariation in the rights attached to a class
of shares or debentures or other securities
as specifed under section 104.
2+ Le2? .o! Ce to>,!- !e:,5i/it,tion ,n-
!e2i2,/ .=n-
Ye No. N.A
.
Fas the 0ompany paid cess as prescribed by
0E #not less than .00,- and not more
34
than .1- of turnover or gross receipts
.hichever is more)"
#Hef no. ----date----; amount Hs -----
29 Sic0 in-=t!i,/ co3",n? Ye No. N.A
.
Fas the company! if an industrial company#i.e.
company .ith one or more industrial
underta%ings coming under + 2#aa) of
/DH (ct! 17,1 but not including a ++/
underta%ing)! become a sic% industrial
company + 2#34((): i.e.:
a) /s the accumulated loss in any BM e8ual
to or more than ,0- of its average net
.orth during 3 years immediately
preceding such BM" or
b) Fas it failed to repay its debts .ithin any
three consecutive 8uarters on demand
by a creditor or creditors of the
0ompany"
/f yes! has the ;oard of directors made a
reference to the Lational 0ompany la.
$ribunal and prepared a scheme of revival and
rehabilitation and submitted the same to
$ribunal" + 323(
#Lot applicable to Eovt company unless prior
approval of central or state government
obtained)
Fas this reference been made .ithin 160 days
of the ;oard coming to %no. of the relevant
facts giving rise to the reference"
/s the application to $ribunal accompanied by a
certifcate from an auditor from a panel
prescribed by the $ribunal indicating:
a) $he reasons of the net .orth of such
company being ,0- or less than ,0-"
or
b) $he default in repayment of debt ma%ing
such company a sic% company! as the
case may be. #"V)
2* S"eci,/ Reo/=tion (S.1('(2'13))
!C.9 Fas the consent of the members by a special
resolution obtained in the case of:
#a)+ell! lease or other.ise dispose of the .hole
or substantially the .hole of the
underta%ing #exceeding 20- of the net
.orth or total income during the previous
fnancial year) of the 0ompany"
#b)/nvesting in trust securities the amount of
35
compensation received by it as a result of
any merger or amalgamation"
#c) Hemittance or giving time for the
repayment of any debt due from a director"
36
Mini3=3 !e3=ne!,tion NotiBc,tion No 8SR 39(E)% -,te- 19 E,n
'24
Anne1=!e-1
Lot.ithstanding anything contained in this )art! .here in any fnancial
year during the currency of tenure of the managerial person! a company
has no profts or its profts are inade8uate! it may pay remuneration to a
managerial person by .ay of salary! dearness allo.ance! per8uisites and
any other allo.ances!-

#() not exceeding the ceiling limit of Hs.23!00!000 per annum or
Hs.2!00!000 per month calculated on the follo.ing scale :-

!.N
o
9:ective capital of /ompany
;onthly
remuneration
payable shall not
e<ceed $0s.&
1 Jess than rupees 1 crore 5,!000
2 Hs.1 crore or more but less than Hs. , crores 1!00!000
2 Hs. , crores or more but less than Hs. 2,
crores
1!2,!000
3 Hs. 2, crores or more but less than Hs. ,0
crores
1!,0!000
, Hs. ,0 crores or more but less than Hs. 100
crores
1!5,!000
4 Hs. 100 crores or more 2!00!000

)rovided that the ceiling limits specifed under this sub-paragraph shall
apply! if C

#i))ayment of remuneration is approved by a resolution passed by the
Hemuneration 0ommittee;

#ii)$he company has not made any default in repayment of any of its
debts #including public deposits) or debentures or interest payable
thereon for a continuous period of thirty days in the preceding fnancial
year before the date of appointment of such managerial person.

#;)not exceeding the ceiling limit of Hs.36!00!000 per annum or
Hs.3!00!000 per month calculated on the follo.ing scale :-
!.N
o
;onthly
remuneration
payable shall not
e<ceed $0s.&
1 Jess than rupees 1 crore 1!,0!000
crores
2!,0!000
crores
2!00!000
37
crores
2!,0!000

apply! if C

#i)payment of remuneration is approved by a resolution passed by the

#ii)the company has not made any default in repayment of any of its debts
#including public deposits) or debentures or interest payable thereon for a
continuous period of thirty days in the preceding fnancial year before the
date of appointment of such managerial person;

#iii)( special resolution has been passed at the general meeting of the
company for payment of remuneration for a period not exceeding three
years;

#iv)a statement along .ith a notice calling the general meeting referred to
in clause #iii) is given to the shareholders containing the follo.ing
information! namely;
I. =eneral Information:
#1)Lature of industry
#2)Date or expected date of commencement of commercial production
#2)/n case of ne. companies! expected date of commencement of
activities as per pro>ect approved by fnancial institutions appearing in
the prospectus.
#3)Binancial performance based on given indicators
#,)Gxport performance and net foreign exchange collaborations
#4)Boreign investments or collaborators! if any.

II. Information about the appointee:

#1);ac%ground details
#2))ast remuneration
#2)Hecognition or a.ards
#3)*ob profle and his suitability
#,)Hemuneration proposed
#4)0omparative remuneration profle .ith respect to industry! siDe of the
company! profle of the position and person #in case of expatriates the
relevant details .ould be . r t the country of his origin)
#5))ecuniary relationship directly or indirectly .ith the company! or
relationship .ith the managerial personnel! if any.

III. >ther information:

#1)Heasons of loss or inade8uate profts
#2)+teps ta%en or proposed to be ta%en for improvement
#2)Gxpected increase in productivity and profts in measurable terms.
38

I?. 4isclosures:

#1)$he shareholders of the company shall be informed of the
remuneration pac%age of the managerial person.

#2)$he follo.ing disclosures shall be mentioned in the ;oard of director?s
report under the heading P0orporate EovernanceQ! if any! attached to the
annual report: -

#i)(ll elements of remuneration pac%age such as salary! benefts! bonuses!
stoc% options! pension etc. of all the directors;
#ii)Details of fxed component and performance lin%ed incentives along
.ith the performance criteria;
#iii)+ervice contracts! notice period! severance fees;
#iv)+toc% option details! if any! and .hether the same has been issued at
a discount as .ell as the period over .hich accrued and over .hich
exercisable.

#0)exceeding the ceiling limit of Hs.36!00!000 per annum or Hs.3!00!000
per month calculated on the follo.ing scale :-

!.N
o
;onthly
remuneration
payable shall not
e<ceed $0s.&
1 Jess than rupees 1 crore 1!,0!000
crores
2!,0!000
crores
2!00!000
crores
2!,0!000

apply! if C

#i))ayment of remuneration is approved by a resolution passed by the

#ii)the company has not made any default in repayment of any of its debts
#including public deposits) or debentures or interest payable thereon for a
continuous period of thirty days in the preceding fnancial year before the
date of appointment of such managerial person;

#iii)a special resolution has been passed at the general meeting of the
company for payment of remuneration for a period not exceeding three
years;
39

#iv)a statement along .ith a notice calling the general meeting referred to
in clause #iii) is given to the shareholders containing the follo.ing
information! namely; -

I. =eneral Information:

#1)Lature of industry
#2)Date or expected date of commencement of commercial production
#2)/n case of ne. companies! expected date of commencement of
activities as per pro>ect approved by fnancial institutions appearing in the
prospectus.
#3)Binancial performance based on given indicators
#,)Gxport performance and net foreign exchange collaborations
#4)Boreign investments or collaborators! if any.

//. Information about the appointee:

#1);ac%ground details
#2))ast remuneration
#2)Hecognition or a.ards
#3)*ob profle and his suitability
#,)Hemuneration proposed
#4)0omparative remuneration profle .ith respect to industry! siDe of the
company! profle of the position and person #in case of expatriates the
relevant details .ould be ..r.t. the country of his origin)
#5))ecuniary relationship directly or indirectly .ith the company! or
relationship .ith the managerial personnel! if any.

///. >ther information :

#1)Heasons of loss or inade8uate profts
#2)+teps ta%en or proposed to be ta%en for improvement
#2)Gxpected increase in productivity and profts in measurable terms.

I?. 4isclosures :

#1)$he shareholders of the company shall be informed of the
remuneration pac%age of the managerial person.

#2)$he follo.ing disclosures shall be mentioned in the ;oard of director?s
report under the heading P0orporate EovernanceQ! if any attached to the
annual report : -

#i)(ll elements of remuneration pac%age such as salary! benefts! bonuses!
stoc% options! pension etc. of all the directors;
#ii)Details of fxed component and performance lin%ed incentives along
.ith the performance criteria ;
#iii) +ervice contracts! notice period! severance fees;
#iv) +toc% option details! if any! and .hether the same has been issued at
a discount as .ell as the period over .hich accrued and over .hich
exercisable.

40
)rovided further that the conditions specifed in sub-paragraph #0) shall
apply in the case the eKective capital of the company is negative.

)rovided also that the prior approval of the 0entral Eovernment is
obtained for payment of remuneration on the above scale.

#b) after Gxplanation ///! the follo.ing Gxplanations shall be inserted!
namely!-

P9<planation I? :- Bor the purposes of this section! PHemuneration
0ommitteeQ means that a committee .hich consists of at least three non-
executive independent directors including nominee director or nominee
directors! if any.

9<planation ? :@Bor the purposes of this clause! the Hemuneration
0ommittee .hile approving the remuneration under this section! shall!-
#a)ta%e into account! fnancial position of the company! trend in the
industry! appointee?s 8ualifcation! experience! past performance! past
remuneration etc.
#b)be in a position to bring about ob>ectivity in determining the
remuneration pac%age .hile stri%ing a balance bet.een the interest of
the company and the shareholders.

9<planation ?I :@ for the purposes of )aragraph 1! P negative
eKective capitalQ means the eKective capital .hich is calculated :-
#a)in accordance .ith the provisions contained in Gxplanation / of this
)art;
#b)less than DeroQ.

Noti5cation =!0 ,3,$9& dated %4.*.+"
&aximum remuneration in case of managerial personnel in respect of
companies in +pecial Gconomic Dones in case of no proftsinade8uate
prfts: Hs 2!30!00!000 p.a #or Hs 20 la%hs p.m.)
0onditions:
1. 0ompany has not raised any money by public issue of shares or
debentures in /ndia
2. Lo default is made in repayment of its debts #incl public deposits) or
debentures or interest payable for a continuous period of 20 days in any
BM.
41
In2eto! e-=c,tion ,n- "!otection .=n-4
Anne1=!e-2 DCA c/,!iBc,tion on =n",i- -i2i-en-
The Gepartment of %ompany A*airs -G%A. has issued a clari"cation on the
transfer of Runpaid dividend and other unclaimed amountR to the Investor
&ducation and rotection =und -I&J=.
G%A has clari"ed that all Sunpaid dividend accountT of a company on or
after Mctober #<, 9FF@ or which have remained unpaid or unclaimed for a
period of seven years from the date of transfer should be transferred to
the I&J= together with interest accrued thereon, unless they have
already been transferred to the general revenue account of the %entral
3overnment prior to the enactment of the %ompanies -Amendment. Act,
9FFF.
2egarding Sother unclaimed amountsT the Gepartment has said that all
such amount which have remained unclaimed or unpaid as on Mctober #<,
9FF9, -irrespective of the number of years they have remained unclaimed
or unpaid as on date. and which remained unclaimed or unpaid as on
Mctober #9, 9FFE, should be transferred to the I&J= unless such amounts
have been paid to the parties before the enactment of the %ompanies
-Amendment. Act, 9FFF.
=urther, in respect of such amounts, which have become due for payment
after Mctober #<, 9FF9, the amounts should be transferred to the =und if
they remained unclaimed and unpaid for a period of seven years from the
dates they "rst become due for payment, the Gepartment said.
These Sother unclaimed amountsT include application moneys received by
companies for allotment of any securities and due for refund, matured
deposits with companies, matured debentures with companies, and the
interest accrued on them.
=urther, the Gepartment also said that since the =und became operational
only on Mctober 9, !<<9 all amounts due for transfer between ,ovember
9, 9FFE and $eptember #<, !<<9 should have been transferred within the
grace period of #< days, i.e. Mctober #9, !<<9.
rior to the amendment of $ection !<@A and the enactment of $ection
!<@% by the %ompanies -Amendment. Act, 9FFF with e*ect from Mctober
#9, 9FFE, companies were required to transfer to the general revenue
account of the %entral 3overnment any moneys transferred to the Runpaid
dividend accountR which remained unpaid or unclaimed for a period of
three years from the date of such transfer.
Therefore, all amounts transferred to the Sunpaid dividend accountT of the
company on or before Mctober #<, 9FF@ and which had remained unpaid
or unclaimed on Mctober #<, 9FFE should have been transferred to the
general revenue account of the %entral 3overnment.
(ith the amendment of $ection !<@A and the enactment of !<@%, it is
now provided with e*ect from Mctober #9, 9FFE that any moneys
transferred to Sunpaid dividend accountT of the company and remaining
unpaid or unclaimed for a period of seven years from the date of such
transfer shall be transferred to I&J=, the Gepartment said.
42
Co3",nie (A3en-3ent) Act% 2''9
RB9< 1. -1. ,otwithstanding anything contained in this Act, and without
pre?udice
to the provisions contained in section B of the Information Technology Act,
!<<<, the
%entral 3overnment may, by noti"cation in the Mfcial 3aHette, ma5e
rules so as to
require from such date as may be speci"ed in the rules, thatU
#a) such applications, balance-sheet, prospectus, return, declaration,
memorandum of association, articles of association, particulars of
charges, or
any other particulars or document as may be required to be "led or
delivered
under this Act or rules made there under, shall be "led, through the
electronic
form and authenticated in such manner as may be speci"ed in the rulesQ
#b) such document, notice, any communication or intimation, required to
be served or delivered under this Act, shall be served or delivered under
this
Act through the electronic form and authenticated in such manner as may
be
speci"ed in the rulesQ
-e.such fees, charges or other sums payable under this Act or
rules made
there under shall be paid through the electronic form and in such manner
as may
be speci"ed in the rules
8.S.R. *3) (E). F In e'ercise of the powers conferred by clause -a. of
sub-section -9. of section B)! of the %ompanies Act, 9F@B -9 of 9F@B.,
read with sub-section -#%. of section !99 and sub-section -9. of section
!9<A of the said Act, the %entral 3overnment, in consultation with
,ational Advisory %ommittee on Accounting $tandards, hereby ma5es the
following rules, namely:-
a. /$mall and 4edium $iHed %ompany0 -$4%. means, a
company-
i. whose equity or debt securities are not listed or are not
in the process of listing on any stoc5 e'change, whether
in India or outside IndiaQ
ii. which is not a ban5, "nancial institution or an insurance
companyQ
iii. whose turnover -e'cluding other income. does not
e'ceed rupees "fty crore in the immediately preceding
accounting yearQ
iv. which does not have borrowings -including public
deposits. in e'cess of rupees ten crore at any time
during the immediately preceding accounting yearQ and
43
v. which is not a holding or subsidiary company of a
company which is not a small and medium-siHed
company.
E1"/,n,tion4 =or the purposes of clause -f., a company shall
qualify as a $mall and 4edium $iHed %ompany, if the
conditions mentioned therein are satis"ed as at the end of the
relevant accounting period.
-!. (ords and e'pressions used herein and not de"ned in
these rules but de"ned in the Act shall have the same
meaning respectively assigned to them in the Act.
2. Acco=ntinA St,n-,!-.-
9.The %entral 3overnment hereby prescribes Accounting
$tandards 9 to C and F to !F as recommended by the Institute of
%hartered Accountants of India, which are speci"ed in the
Anne'ure to these rules.
!.The Accounting $tandards shall come into e*ect in respect of
accounting periods commencing on or after the publication of
these Accounting $tandards.
1. O5/iA,tion to co3"/? >it: t:e Acco=ntinA St,n-,!-.-
9.&very company and its auditor-s.shall comply with the
Accounting $tandards in the manner speci"ed in Anne'ure to
these rules.
!.The Accounting $tandards shall be applied in the preparation of
3eneral urpose =inancial $tatements.
!. An e'isting company, which was previously not a $mall and 4edium
$iHed %ompany -$4%. and subsequently becomes an $4%, shall not
be quali"ed for e'emption or rela'ation in respect of Accounting
$tandards available to an $4% until the company remains an $4%
for two consecutive accounting periods.
44

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COMPANY LAW QUESTIONNAIRE

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