Presentation on theme: "Corporate Compliance Audit"— Presentation transcript:
1 Corporate Compliance Audit Prepared By:CA. Sanjay GoelA M S D & ASSOCIATESChartered Accountants
2 -----SYNOPSIS----- Name of Company ABC PVT LTDCorporate Identity Number: U11111WB2222PTC Registered Office Authorised Up Capital ,00,000 Nos. Of Equity Shares of Rs EachPaid Up Capital ,144 Nos. Of Equity Shares of Rs EachList of Present DirectorsName Designation
3 Shareholding PatternNameNo. of Shares% HoldingNet worth of the CompanyAs per Audited Balance Sheet of F YEstimated for F YTurnover of the Company
4 Records Maintained under the companies Act 1956 Books of AccountsMinutes BookApplication and allotment of SharesRegister of Members and Share LedgersRegister of TransferRegister of ChargesRegister of Contract under Section 301Register of Fixed Assets
6 Whether the company is or has associate company ( Section 2(6) of The Companies Act, 2013) (6) “associate company”, in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.Explanation.—For the purposes of this clause, “significant influence” meanscontrol of at least twenty per cent. of total share capital,or of business decisions under an agreement;
7 Whether the company is or has subsidiary company ( Section 2(87) of The Companies Act, 2013) 2(87) “subsidiary company” or “subsidiary”, in relation to any other company (that is to say the holding company), means a company in which the holding company—(i) controls the composition of the Board of Directors; or(ii) exercises or controls more than one-half of the total share capitaleither at its own or together with one or more of its subsidiary companies:Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed.
8 Compliance of Section 21 of the Companies Act 2013 Whether the document or proceedings and contracts signed by any KMP or an officer of the company whom duly authorised by the Board in this behalf21. Save as otherwise provided in this Act,—(a) a document or proceeding requiring authentication by a company; or(b) contracts made by or on behalf of a company,may be signed by any key managerial personnel or an officer of the company duly authorised by the Board in this behalf.
9 Is there loan and deposit outstanding as on 31.03.2014 At time of commencement of the 2013 Act, if the company had already taken loan from persons other than directors and body corporate Then the Company needs to file DPT -4 with ROC up to 30th June 2014 and repay the loan amount up to 31st March 2015.
10 Certification by company secretary Applicability of certification of annual return by practising company secretaries ( Section 92 of The Companies Act, 2013) 92(2) The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
11 Minutes of MeetingsMinutes of proceedings of general meeting and BOD meetings properly maintained (Section 118 of The Companies Act, 2013) 118. (1) Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
12 Maintenance and inspection of documents in electronic form 120. Without prejudice to any other provisions of this Act, any document, record, register, minutes, etc.,—(a) required to be kept by a company; or(b) allowed to be inspected or copies to be given to any person by a company under this Act, may be kept or inspected or copies given, as the case may be, in electronic form in such form and manner as may be prescribed.
13 List of books of account & financial statement maintained ( Section 128 of The Companies Act, 2013) 128. (1) Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting:Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India as the Board of Directors may decide and where such a decision is taken, the company shall, within seven days thereof, file with the Registrar a notice in writing giving the full address of that other place:Provided further that the company may keep such books of account or other relevant papers in electronic mode in such manner as may be prescribed.
14 Applicability of corporate social responsibility ( Section 135 of The Companies Act, 2013) 135. (1) Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
15 Applicability of Internal audit If Yes then it will conducted and report received or not. (Section 138 of The Companies Act, 2013)138. (1) Such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
16 Companies required to appoint internal auditor Every Listed CompanyEvery unlisted Public companyHaving share capital 50 cr or moreTurnover 200 cr or moreOutstanding loans or borrowing Rs. 100 Cr or moreOutstanding deposits Rs. 25 Cr or moreEvery Private Companyturnover of Rs. 200 Cr or Moreoutstanding loans or borrowings Rs. 100 Cr or More
17 Register of directors and key managerial personnel and their shareholding 170. (1) Every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies.(2) A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place.
18 Quorum of Meeting of Board are available or not (Section 174 of The Companies Act, 2013) 174. (1) The quorum for a meeting of the Board of Directors of a company shall be one third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-section.
19 Applicability of audit committee ( Section 177 of The Companies Act, 2013) 177. (1) The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee.(2) The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority:Provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement.(3)EveryAudit Committee of a company existing immediately before the commencement of this Act shall, within one year of such commencement, be reconstituted in accordance with sub-section (2).
20 Applicability of remuneration and nomination committee ( Section 178 of The Companies Act, 2013) 178. (1) The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors:Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.
21 Disclosure of Interest by director ( Section 184 of The Companies Act, 2013) 184. (1) Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed.Disclosure of Interest in MBP-1 and to be filed with ROC in MGT-14
22 Whether there is any loan to director, Shareholders ,etc. 185. (1) Save as otherwise provided in this Act, no company shall, directly or indirectly, advance any loan, including any loan represented by a book debt, to any of its directors or to any other person in whom the director is interested or give any guarantee or provide any security in connection with any loan taken by him or such other person:
23 Compliance of Loan & Investment made by Company ( Section 186 of The Companies Act, 2013) No company shall directly or indirectly —(a) give any loan to any person or other body corporate;(b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and(c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate,exceeding sixty per cent. of its paid-up share capital, free reserves and securities premium account or one hundred per cent. of its free reserves and securities premium account, whichever is more.
24 Details of related party transactions ( Section 188 of The Companies Act, 2013) 188. (1) Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to—(a) sale, purchase or supply of any goods or materials;(b) selling or otherwise disposing of, or buying, property of any kind;(c) leasing of property of any kind;(d) availing or rendering of any services;(e) appointment of any agent for purchase or sale of goods, materials, services or property;(f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and(g) underwriting the subscription of any securities or derivatives thereof, of the company:
25 Applicability of appointment of managing director and fixation of their remuneration 196. (1) No company shall appoint or employ at the same time a managing director and a manager.(2) No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time:Provided that no re-appointment shall be made earlier than one year before the expiryof his term.(3) No company shall appoint or continue the employment of any person as managingdirector, whole-time director or manager who —(a) is below the age of twenty-one years or has attained the age of seventyyears:Provided that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person.
26 Managerial remuneration for financial year 2013-14 & estimate for financial year 2014-15 197. (1) The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent. of the net profits of that company for that financial year computed in the manner laid down in section 198 except that the remunerationof the directors shall not be deducted from the gross profits:Provided that the company in general meeting may, with the approval of the Central Government, authorise the payment of remuneration exceeding eleven per cent. of the net profits of the company, subject to the provisions of Schedule V:
27 Applicability of appointment of independent director The following class or classes of companies shall have at least two directors as independent directors -(i) the Public Companies having paid up share capital of ten crore rupees or more; or(ii) the Public Companies having turnover of one hundred crore rupees or more; or(iii) the Public Companies which have, in aggregate, outstanding loans debentures and deposits, exceeding fifty crore rupees:
28 Applicability of appointment of Key Managerial Persons (KMP) Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.
29 Stationery PrintingWhether name, address of its registered office and the Corporate Identity Number along with telephone number, fax number if any, and website addresses if any, printed in all its business letters, bill heads, letter papers and in all its notices and other official publications.