Saturday, September 8, 2012

compliance certificate check list by Kiran mukundam


CHECK LIST FOR PREPARING COMPLIANCE CERTIFICATE
S.No

Particulars
Details

1.

NAME OF THE COMPANY  


2.

COMPANY IDENTIFICATION NUMBER


3.

DATE OF INCORPORATION


4.




REGISTERED OFFICE   


5.

ACCOUNTING PERIOD  

6.
AUTHORISED CAPITAL  
  


6(a)
  Equity Share Capital

Preference Share Capital

7.
PAID UP CAPITAL     



7(a)
Equity Share Capital

Preference Share Capital


8.


AUDITOR(s)


BOARD OF DIRECTORS

S. No
NAME   & DESIGNATION
DIN
DATE OF APPOINTMENT
AT BOARD
DATE OF CONFIRMATION  AT AGM/EGM
REMARKS



























































1. REGISTERS MAINTAINED BY THE COMPANY

S.NO
NAME OF THE REGISTER
SECTION/RULE
MARK  (√) IF MAINTAINED
Updated / To Be Updated

1.

Register of Investments

49



2.

Register of Deposits

RULE 7



3.

Register of Securities Bought Back


77A



4.

Copies of Instrument Creating Charges


136



5.

Register of Charges

143



6.


Register of Members & Index of Members

150 & 151



7.

Register & Index of Debenture Holders

152



8.


Registers and Returns


163



9.


Minutes book of board
       &    General Meeting

193




10.


Books of Accounts and Cost Records


209



11.


Registers of Contracts, Companies and Firms in which Directors are interested

301



12.

Register of Directors

303



13.


Register of Directors Shareholdings

307



14.

Register of Investments or Loans, Guarantee given

372A



15.


Register of Renewed and Duplicate Certificates

RULE 7



OTHER REGISTERS
S.NO
NAME OF THE REGISTER
MARK  (√) IF MAINTAINED
REMARKS
1.
Register of Inspection



2.
Register of Directors Attendance



3.
Register of Shareholders Attendance



4.
Register of Proxies



5.
Register of Transfers



6.
Register of Fixed Assets



7.
Register of Documents Sealed




ANY OTHER REGISTERS/MINUTES
S.NO
NAME OF THE REGISTER
REMARKS










2. (a) FORMS, RETURNS AND DOCUMENTS FILED WITH ROC AND OTHER AUTHORITIES
Form No.
Particulars  with section
Filed on
Receipt Number
Fees Paid
If any Additional Fee Give Details
Date
23AC&
ACA
Balance Sheet
Sec-220





66
Secretarial Compliance Certificate Sec-383A




20B
Annual Return
 Sec-160






























































(b) FORMS, RETURNS AND DOCUMENTS FILED WITH CENTRAL GOVERNMENT/CLB
Form No.
Particulars  with section
Filed on
Receipt Number
Fees Paid
Remarks
Date






















Total Forms:
3. STATUS OF THE COMPANY: (Kindly (√))
Public: Listed / Unlisted or Private Company
If Private Company Fill the Following Details:


Name of the Member
Folio Number
No. of Shares
Percentage of Holding
Directors






















Relatives






















Employees
















Others
























































Total:






4. MEETING OF BOARD OF DIRECTORS AND MINUTES:
A) Minutes in Hand Written/Binder
S.No.
Date
Subject/Remarks













































a)     Whether proper Notices were given :

b)     Whether proceedings are properly recorded in minutes Book  and signed  :

c)      Whether Board has constituted any Committees:

If Yes:
1)     Does committee meeting are duly complied with :
2)     Minutes of committee meetings are regularly
       placed before the Board                                                  :

B) Any Circular Resolution:
If Yes date(s) of Resolution(s):
Date of Board Meeting at which
The Resolution was passed      :


5. CLOSURE OF REGISTER OF MEMBERS OR DEBENTURE HOLDERS:
If closed period of closure:
  Language
Name of Newspaper         
Date of Advertisement

Regional



English




6. ANNUAL GENERAL MEETING AND MINUTES:
Date of AGM
Place, Venue & Time
No. of Members present
In Person
In proxy







a)     Whether proper Notices were given :
b)     Whether proceedings are properly recorded in minutes Book  and signed  :
Subjects:
Ordinary Business
Subject
Details on Forms Filed






Special Business












7. EXTRA ORDINARY GENERAL MEETING AND MINUTES:
Date of EGM
Place, Venue & Time
No. of Members present
In Person
In proxy
















a)     Whether proper Notices were given :
b)     Whether proceedings are properly recorded in minutes Book  and signed  :

Subject
Details on Forms Filed










8. LOANS TO DIRECTORS
a) Whether the Company has advanced loans to its Directors or persons or Firms or Companies referred to under Section 295 of the Act



b)If yes whether Central Government Approval is received





9. CONTRACTS SPECIFIED U/S 297
 a) Whether the Company has entered into any contract U/S 297 of the Act.
If Yes



b) Whether  B.O.D consent obtained by passing resolution

c) Whether prior approval of RD is obtained if the paid –up share capital is not less than rupees 1 Crore.


10. REGISTER OF CONTRACTS U/S 301
a)Whether necessary entries are made in Register of Contracts  U/S 301 of the Act


b)Whether it is signed by the Directors


11. HOLDING OFFICE OR PLACE OF PROFIT
Whether company was required to obtain any necessary approvals from the Board, members and Central Government U/S 314. If yes

Name of the Director


Whether prior Approval of Central Government is obtained if monthly remuneration has exceeded Rs.50,000


Date of Board resolution

Date of Special resolution

Date of Filing Form 23


12. ISSUE OF DUPLICATE SHARE CERTIFICATE
Whether company has issued any Duplicate Share Certificates. If yes give Details


Whether Board of resolution has been passed


Whether appropriate Indemnity Bond and Affidavit  have been obtained

Whether all entries are updated in Register of members 


Whether advertisement is released if Articles require



13. WHETHER THE COMPANY HAS:
A) Delivered all the certificates on Allotment/Transfer:


Allotment Details

No. of Shares Allotted
Date of allotment
No. of Allottees
Date of Delivery of Share Certificates








Transfer Details

No. of Transfers
Date of Meeting(s)
Date of Dispatch of Certificates
Pending Transfers if any








Transmission Details

No. of Transmissions
Date of Meeting(s)
Date of Dispatch of Certificates
Pending Transmissions if any






Split/Consolidation




No. of Split/Consolidation

Date of Meeting(s)
Date of Dispatch of Certificates
Pending if any






B) Declaration of Dividend:
If yes –
Percentage of Dividend Declared
Amount Transferred to General Reserve
(within 5 days)
Date of opening of Bank Account
Date of Deposit  in the Bank Account
Date of Dispatch of Warrants (within 30 days of date of declaration)









Whether Dividend /Warrants are posted in time to members:
Whether unpaid Dividend is transferred to Separate Bank Account:
Whether any amount is required to transfer to IEPF:
Whether duly complied with the requirements of Sec 217 of the Act:
14. APPOINTMENT OF DIRECTORS
Name of the Director
Designation
Relevant Form
Date of Filing



32




32


15. APPOINTMENT OF MANAGERIAL PERSONNEL
Name of the Director
Designation
Period of Appointment
Remuneration
Relevant Form
Date of Filing





23

32

25C

25A

Details on Revision of Remuneration if any:





16. APPOINTMENT OF SOLE SELLING AGENT

Whether Company has appointed any Sole Selling Agent: If yes


Whether Section 294AA is complied with


Whether agreement is approved in first General Meeting after the date of Appointment

Form No 23 duly Filed


Whether details are furnished to Central Government


Whether special resolution is passed and approval from Central Government is obtained when paid up share up Share Capital is more than 50Lakhs.







17. APPROVALS FROM VARIOUS AUTHORITIES

Whether Company was required to obtain approvals from various Authorities, if yes

Details of Approval From
Regional Director
Company Law Board
Registrar of Companies












18. DISCLOSURE OF INTEREST

Disclosures

Received from all the Directors
Remarks
24AA



274(1)(g)



DDA




Date of Board meeting in which it was Placed



19. ISSUE OF CAPITAL AND SECURITIES

19. Whether Company has issued any shares, debentures or other securities during the financial year:
If yes give Details

Increase is within Authorized Capital


Whether Board Resolution is Passed for allotment of Shares

Form 2 – return of Allotment was filed


Register of Members is updated & if Private number of Shareholders is less than 50


Whether Share Certificates are issued to Allottees


 20. BUY BACK OF SHARES/SECURITIES

 Whether Company has bought back any shares during the financial year:
If yes give Details

Whether Articles authorize buy back of securities

Whether Special Resolution is passed if Buy Back is more than 10% of the total Paid-up Equity capital and Free Reserves

Whether Form 23 is filed within 30Days of Passing Resolution

If it less than 10% whether authorized by Board


Other details






21. REDEMPTION OF PREFERENCE SHARES/DEBENTURES


Number of Preference Shares/Debentures redeemed during the Year


Date of Redemption


Whether provisions contained in Articles of Association compiled with


Whether Form 5 is filed within 30 days from the date of Redemption




22. Any transaction necessitating the company to keep in abeyance the right to Dividend, Right shares and Bonus shares:



23. BORROWINGS BY WAY OF DEPOSITS

Whether Company has accepted any Deposits, If Yes



Date
58A

58AA





Whether provisions contained in Articles of Association compiled with


Whether written Declaration is obtained




24. BORROWINGS

 Amount borrowed by the company

Paid up Capital


Secured Loan

Free Reserves


Unsecured Loan

Total


Total


If Amount of Borrowings exceeds the limit check Date of passing of 293(1)(d) 

Date of passing 293(1)(d) Resolution


Amount


Receipt date of Filing of form 23




25. LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Paid up Capital


Investments

Free Reserves


 Loans

Total


Total

Remarks




(Note: It should not exceed 60% of Paid-up share Capital and Free reserves or 100% of free reserves whichever is more)


26-29 ALTERATION OF MEMORANDUM OF ASSOCIATION

Whether the Company has altered its Memorandum with respect to the following? If yes give details


Provisions of Memorandum

Particulars of Alteration
Has duly filed the Following  Forms
Form
Filing Date
26
Situation Clause







Date(s) of Passing of Resolution:
Board:                        GM:
23

CLB Petition

61

21

18



27
Object Clause







Date(s) of Passing of Resolution:
Board:                        GM:
23










28

Name Clause





Date(s) of Passing of Resolution:
Board:                        GM:
1A

1B

23





29
Capital Clause






Date(s) of Passing of Resolution:
Board:                        GM:
23


5








Whether every copy of Memorandum and Articles is updated after Alteration





30. ALTERATION OF ARTICLES OF ASSOCIATION

30. Whether the Company has altered its Articles of Association?

If yes details of Alteration
Whether Board Resolution is Passed

Has obtained Approval from GM


Form 23


Alteration incorporated in all copies of Articles



31. PROSECUTION OR SHOW CAUSE NOTICES

 I) Any Prosecution or Show Cause notice been received:


II) Fine, Penalty or punishment imposed on the Company in such Cases   



32. SECURITIES FROM ITS EMPLOYEES

Whether Company has received any money as Security from its Employees? If Yes Details.



33. DEPOSIT OF CONTRIBUTION TO PROVIDENT FUND

Whether the Company has constituted a Provident Fund for its employees, If Applicable - Details on Deposit of Contribution to Provident Fund




Monday, August 6, 2012

SEBI Punished Ex Compliance Officer of erstwhile Satyam Computers for avoiding duty under Insider Trading Regulations


SEBI Punished Ex Compliance Officer of erstwhile Satyam Computers for avoiding duty under Insider Trading Regulations
The SEBI has imposed Rs 5 lakh fine on the erstwhile Satyam Computer's compliance officerMr. G Jayaraman for failing in his duty to avoid insider trading in the company's shares in December 2008 - days before a major corporate scam broke out at the IT firm.
Jayaraman's role came to the light during market regulator SEBI's investigations into the Satyam scam, which came to light during the financial year 2008-09, SEBI said in an order dated July 27, which was made public recently.
The investigation revealed that Satyam's then Chairman Ramalinga Raju had proposed on December 06, 2008 the acquisition of Maytas Infra and Maytas Properties (two companies promoted by Raju's family) by the IT firm.
The announcement for these acquisitions were made public on December 16, 2008, and the plans were subsequently dropped next day on December 17, 2008, followed by a confession by Raju on January 7, 2009 about large-scale irregularities at the company.
SEBI said its probe found that the trading window for Satyam shares was closed for insider trading from December 17, 2008 till beyond January 9, 2009, although Jayaraman, as compliance officer of the company, was required to close the trading window much earlier on December 6.
Satyam's announcement on December 16, 2008 (evening) to acquire Maytas Infra and Maytas Properties resulted in a substantial fall in Satyam share price on December 17, 2008 when the scrip fell by over 33 per cent, and recovered marginally after cancellation of the decision.
SEBI investigation alleged that Jayaraman "violated the provisions of the 'Model Code of Conduct for Prevention of Insider Trading for Listed Companies' ... by not closing the trading window when unpublished price sensitive information about the acquisition...came into existence."
After a thorough probe, SEBI had imposed a penalty of Rs 5 lakh on Jayaraman on November 29, 2011, but this order was challenged at Securities Appellate Tribunal (SAT), which remanded the matter for a fresh probe by the regulator.
SEBI again issued fresh show-cause notices and gave Jayraman to present his case again in the matter.
Jayaraman contended that "time for commencement of closing the trading window and company's decisions are taken by the Board of Directors" and there was no such direction from the board to him to close the trading window on December 6, 2008.
He said he was not aware of the matters sought to be discussed or transacted at the board meeting by the then chairman until December 15, 2008.
"A compliance officer is obliged to discharge the responsibilities under overall supervision of board of directors. Taking a decision unilaterally on such important matter could amount to undermining the authority of board," SEBI quoted Jayaraman having contended before it.
Jayaraman also said closure of trading window without direction or in-principle approval would have led to speculative trading by innocent investors, and he "was not involved in the deliberations and decisions by Ramalinga Raju, the then chairman and, therefore, he could not have speculated on when to close the trading window."
The Satyam official further said he was not aware of material details of the said proposal on December 6, 2008 and it was speculative till December 15, 2008.
SEBI probe, however, found that Raju had also called Jayaraman, along with few other senior executives, to his house on December 6, 2008, where he talked about the proposed deal and said he would apprise the board about the same.
"An analysis of the events on December 06, 2008 mentioned above reveals that the said acquisition proposal was not one which could be viewed as premature or improbable.
"It was well known that all the three companies involved in the said acquisition proposal...were controlled by the same family, that is family of B Ramalinga Raju. The proposal regarding the acquisition was made by none other than B Ramalinga Raju himself who was the chairman of SCSL (Satyam Computer Services Ltd) at that time," SEBI said.
In addition, Raju's instruction to "all those who met him at his residence to keep the matter confidential till the board meeting on December 16, 2008 leave no doubt whatsoever that it was a significant proposal and...had vast financial and other implications," SEBI said.
"The publication of such proposal would definitely have materially impacted the price of the scrip," it added.
SEBI further said the Compliance officer is responsible to take all steps to ensure that any insider trading based on Unpublished Price Sensitive Information be prohibited.
Even though the compliance officer is to execute his responsibilities under the overall supervision of the Board, yet the key responsibilities conferred on the compliance officer cannot be overlooked.
For orderly and fair functioning of the securities market, it is essential for every market player to fulfill the requirements mandated in law. The duty weighs even more on a person like compliance officer, who is conferred upon with key responsibilities in a company.  

Stay by Delhi HC to CBEC circular dated 8-5-2012 reg service tax on invoices prior to 31-3-2012


CBE&C has issued circular dated 8-5-2012 stating that even if service was provided before 31-3-2012, service tax will be payable @ 12% if ayment is received after 1-4-2012.
Hon. Delhi High Court has garnted stay to this circular on 27-7-2012 in a writ etition filed by Delhi CA Society. Next hearing is fixxed o 14th AUgust 2012
V S Datey
 Author of books on Indirect Taxes and Corporate Laws,  Mobile 0 98231 55883.
Landline - 91 (020) 2295 1892
Pune, Maharashtra, India

Extension of due date of filing of ITR from 31st July to 31st August 2012


Dear friends,

ORDER UNDER SECTION 119 OF THE INCOME TAX ACT, 1961
ORDER [F.NO. 225/163/2012/ITA-II], DATED 31-7-2012
On consideration of the reports of disturbance of general life caused due to failure of power and further in consideration of the fact that the e-filing of returns for a specified category of individuals and HUF has been made mandatory, the Central Board of Direct Taxes, in exercise of powers conferred under section 119 of the Income Tax Act, 1961, hereby extends the 'due date' of filing of returns of income for the Assessment Year 2012-13 to 31st August 2012 in respect of assessees who are liable to file such returns by 31st July 2012 as per provisions of section 139 of Income Tax Act, 1961.
 
 
 
 
 
 
 
With regards,
Bipul Kumar
FEMA & Tax Advisory Services
Wisdom Management Consultancy Private Limited
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