checklist for secretarial audit
This query is : Resolved
18 January 2011
can anyone provide me with the checklist of secratarial audit in detail.
18 January 2011
visit this link
http://www.bseindia.com/whtsnew/amend_lstagr.asp#checklist
http://www.bseindia.com/whtsnew/amend_lstagr.asp#checklist
19 January 2011
sir, it was just a format for secratarial audit.
I require checklist for secratarial audit.
I require checklist for secratarial audit.
19 January 2011
CHECKLIST FOR SECRETARIAL AUDIT
1. REGISTERS AND RECORDS
1.1 Statutory Registers
a) Register of investments under Section 49
b) Register of deposits under Rule 7 of the Companies (Acceptance of Deposits) Rule, 1975
c) Register of charges under Section 143 / Copies of investments creating charges under Section 136
d) Register of members under Section 150 and index of members under section 151
e) Register and index of debenture holders under Section 152
f) Foreign registers of members of debenture holders under Section 157
g) Registers and returns under Section 163
h) Minutes book of meetings
i) Minutes book of class meeting / creditors meeting
j) Books of accounts and cost records under Section 209
k) Register of particulars of contracts in which directors are interested under Section 301
l) Register of directors, managing director, manager and secretary under Section 303
m) Register of directors' shareholding under Section 307
n) Register of investments of loans made, guarantee given or security provided under Section 372A (w.e.f. 1998)
o) Register of renewed and duplicate certificates under Rule 7 of the Companies (Issue of Share Certificates) Rule, 1960
p) Register of destruction of records / documents
1.2 Other register
a) Register of inspection
b) Register of directors' attendance
c) Register of shareholders' attendance
d) Register of proxies
e) Register of Transfer
f) Register of fixed assets
g) Register of documents sealed
2.0 FORMS, RETURNS AND DOCUMENTS
2.1 Periodical Returns
a) Annual Return
b) Balance Sheet, etc. under Section 220
2.2 Other Important Returns
a) Return of allotment
b) Notice of redemption of preference shares, consolidation, division, increase in share capital, cancellation of shares and increase in number of member
c) Notice of situation / change in situation of registered office
d) Court / CLB orders
e) Registration of resolution and agreements
f) Return of appointment of managing director / whole-time director / manager
g) Consent to act as director of the company (in the case of public company)
h) Particulars of appointment of directors, managing director, manager or secretary and changes made [Section 303(2)]
i) Return of deposits under Section 58A
j) Particulars of beneficial interest in shares
k) Registration of creation / modification / satisfaction of charge
3. MEETING OF DIRECTORS AND MINUTES
a) Meetings of directors
b) Minutes book of meetings of directors
4. CLOSURE OF REGISTER OF MEMBERS OR DEBENTURE HOLDERS
5. ANNUAL GENERAL MEETING AND MINUTES
a) Annual general meeting
b) Sending of notices, etc. to the members
c) Minutes books of proceeding of general meeting
6. EXTRA ORDINARY GENERAL MEETING AND MINUTES
7. LOANS TO DIRECTORS (SECTION 295)
8. BOARD'S SANCTION FOR CERTAIN CONTRACTS (SECTION 297)
9. ENTRIES IN REGISTER OF CONTRACTS (SECTION 301)
10. HOLDING OFFICE OR PLACE OF PROFIT
11. ISSUE OF DUPLICATE SHARE CERTIFICATES (SECTION 84)
12. ISSUE OF CERTIFICATES, TRANSFER / TRANSMISSION OF SHARES, DIVIDEND, BOARD'S REPORT
a) Issue of certificates for shares and other securities
b) Transfer and transmission shares
c) Declaration, payment and transfer of dividend
d) Board's report
e) Transfer of unpaid amounts to the investor education and protection fund
13. APPOINTMENTS OF DIRECTORS
14. APPOINTMENT OF MANAGERIAL PERSONNEL
15. APPOINTMENT OF SOLE SELLING AGENTS
16. DISCLOSURE OF INTEREST BY THE DIRECTORS TO THE BOARD OF DIRECTORS
17. ISSUE OF CAPITAL AND SECURITIES
Forfeiture and re-issue of shares
18. RIGHTS TO DIVIDEND, RIGHTS SHARES AND BONUS SHARES HELD IN ABEYANCE
19. BORROWINGS BY WAY OF DEPOSITS
20. OTHER BORROWINGS
21. LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
22. ALTERATION IN THE MEMORANDUM OR ARTICLES OF ASSOCIATION
a) Memorandum of association
b) Articles of association
23. PROSECUTION OR SHOW CAUSE NOTICES
24. DEPOSIT OF EMPLOYEES' SECURITY DEPOSITS
25. DEPOSITS OF CONTRIBUTION TO PROVIDENT FUND
26. CHECKLIST FOR OTHER COMPLIANCES
26.1 Directors / Officers
a) Appointment of officers
b) Vacation of office of directors
c) Retirement of directors
d) Removal of directors
26.2 Observance of Secretarial Standards
26.3 Sundry Items (general)
a) Remuneration of directors
b) Cost audit and appointment of cost auditor
27. COMPLIANCE WITH SEBI
27.1 Clause 15 of Listing Agreement
Closure of transfer of books at least one a year at the time of annual general meeting if they have not been otherwise closed at any time during the year.
27.2 Clause 19 of Listing Agreement
To notify exchange the date of the meeting of Board of Directors in same specified cases.
27.3 Clause 20 of Listing Agreement
Intimation to exchange within 15 minutes of conclusion of the board meeting in certain cases.
27.4 Clause 30 of Listing Agreement
Intimation to exchange of change in Board of Directors / Managing Director / Auditors.
27.5 Clause 31 of Listing Agreement
Submission of six copies of Audit Report, Director's Report, Balance Sheet and Profit & Loss Account, etc.
27.6 Clause 35 of Listing Agreement
To file with exchange immediately after AGM a schedule in quadruplicate in the form prescribed by exchange showing distribution of each kind of securities listed on the exchange and the names and holdings of large holders as required therein.
27.7 Clause 41 of Listing Agreement
a) Composition of Board of Directors
b) Audit Committee
• Composition
• Meetings
• Role of Audit Committee Meeting
c) Remuneration of Directors (Remuneration Committee)
d) Board Procedures
e) Management, certain discussion and analysis to form part of Annual Report
f) Report on Corporate Governance
g) Auditors Certificate on Compliance of Corporate Governance
28. CORPORATE GOVERNANCE REPORT
28.1 Mandatory requirement
a) Company Philosophy
b) Board of Director
c) Audit Committee
d) Remuneration Committee
e) General Body Meeting
f) Disclosures
g) Means of Communication
h) General Shareholders Information
28.2 Non-mandatory Requirement
a) Chairman of Board
b) Remuneration Committee
c) Shareholder's Rights
d) Postal Ballot
1. REGISTERS AND RECORDS
1.1 Statutory Registers
a) Register of investments under Section 49
b) Register of deposits under Rule 7 of the Companies (Acceptance of Deposits) Rule, 1975
c) Register of charges under Section 143 / Copies of investments creating charges under Section 136
d) Register of members under Section 150 and index of members under section 151
e) Register and index of debenture holders under Section 152
f) Foreign registers of members of debenture holders under Section 157
g) Registers and returns under Section 163
h) Minutes book of meetings
i) Minutes book of class meeting / creditors meeting
j) Books of accounts and cost records under Section 209
k) Register of particulars of contracts in which directors are interested under Section 301
l) Register of directors, managing director, manager and secretary under Section 303
m) Register of directors' shareholding under Section 307
n) Register of investments of loans made, guarantee given or security provided under Section 372A (w.e.f. 1998)
o) Register of renewed and duplicate certificates under Rule 7 of the Companies (Issue of Share Certificates) Rule, 1960
p) Register of destruction of records / documents
1.2 Other register
a) Register of inspection
b) Register of directors' attendance
c) Register of shareholders' attendance
d) Register of proxies
e) Register of Transfer
f) Register of fixed assets
g) Register of documents sealed
2.0 FORMS, RETURNS AND DOCUMENTS
2.1 Periodical Returns
a) Annual Return
b) Balance Sheet, etc. under Section 220
2.2 Other Important Returns
a) Return of allotment
b) Notice of redemption of preference shares, consolidation, division, increase in share capital, cancellation of shares and increase in number of member
c) Notice of situation / change in situation of registered office
d) Court / CLB orders
e) Registration of resolution and agreements
f) Return of appointment of managing director / whole-time director / manager
g) Consent to act as director of the company (in the case of public company)
h) Particulars of appointment of directors, managing director, manager or secretary and changes made [Section 303(2)]
i) Return of deposits under Section 58A
j) Particulars of beneficial interest in shares
k) Registration of creation / modification / satisfaction of charge
3. MEETING OF DIRECTORS AND MINUTES
a) Meetings of directors
b) Minutes book of meetings of directors
4. CLOSURE OF REGISTER OF MEMBERS OR DEBENTURE HOLDERS
5. ANNUAL GENERAL MEETING AND MINUTES
a) Annual general meeting
b) Sending of notices, etc. to the members
c) Minutes books of proceeding of general meeting
6. EXTRA ORDINARY GENERAL MEETING AND MINUTES
7. LOANS TO DIRECTORS (SECTION 295)
8. BOARD'S SANCTION FOR CERTAIN CONTRACTS (SECTION 297)
9. ENTRIES IN REGISTER OF CONTRACTS (SECTION 301)
10. HOLDING OFFICE OR PLACE OF PROFIT
11. ISSUE OF DUPLICATE SHARE CERTIFICATES (SECTION 84)
12. ISSUE OF CERTIFICATES, TRANSFER / TRANSMISSION OF SHARES, DIVIDEND, BOARD'S REPORT
a) Issue of certificates for shares and other securities
b) Transfer and transmission shares
c) Declaration, payment and transfer of dividend
d) Board's report
e) Transfer of unpaid amounts to the investor education and protection fund
13. APPOINTMENTS OF DIRECTORS
14. APPOINTMENT OF MANAGERIAL PERSONNEL
15. APPOINTMENT OF SOLE SELLING AGENTS
16. DISCLOSURE OF INTEREST BY THE DIRECTORS TO THE BOARD OF DIRECTORS
17. ISSUE OF CAPITAL AND SECURITIES
Forfeiture and re-issue of shares
18. RIGHTS TO DIVIDEND, RIGHTS SHARES AND BONUS SHARES HELD IN ABEYANCE
19. BORROWINGS BY WAY OF DEPOSITS
20. OTHER BORROWINGS
21. LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
22. ALTERATION IN THE MEMORANDUM OR ARTICLES OF ASSOCIATION
a) Memorandum of association
b) Articles of association
23. PROSECUTION OR SHOW CAUSE NOTICES
24. DEPOSIT OF EMPLOYEES' SECURITY DEPOSITS
25. DEPOSITS OF CONTRIBUTION TO PROVIDENT FUND
26. CHECKLIST FOR OTHER COMPLIANCES
26.1 Directors / Officers
a) Appointment of officers
b) Vacation of office of directors
c) Retirement of directors
d) Removal of directors
26.2 Observance of Secretarial Standards
26.3 Sundry Items (general)
a) Remuneration of directors
b) Cost audit and appointment of cost auditor
27. COMPLIANCE WITH SEBI
27.1 Clause 15 of Listing Agreement
Closure of transfer of books at least one a year at the time of annual general meeting if they have not been otherwise closed at any time during the year.
27.2 Clause 19 of Listing Agreement
To notify exchange the date of the meeting of Board of Directors in same specified cases.
27.3 Clause 20 of Listing Agreement
Intimation to exchange within 15 minutes of conclusion of the board meeting in certain cases.
27.4 Clause 30 of Listing Agreement
Intimation to exchange of change in Board of Directors / Managing Director / Auditors.
27.5 Clause 31 of Listing Agreement
Submission of six copies of Audit Report, Director's Report, Balance Sheet and Profit & Loss Account, etc.
27.6 Clause 35 of Listing Agreement
To file with exchange immediately after AGM a schedule in quadruplicate in the form prescribed by exchange showing distribution of each kind of securities listed on the exchange and the names and holdings of large holders as required therein.
27.7 Clause 41 of Listing Agreement
a) Composition of Board of Directors
b) Audit Committee
• Composition
• Meetings
• Role of Audit Committee Meeting
c) Remuneration of Directors (Remuneration Committee)
d) Board Procedures
e) Management, certain discussion and analysis to form part of Annual Report
f) Report on Corporate Governance
g) Auditors Certificate on Compliance of Corporate Governance
28. CORPORATE GOVERNANCE REPORT
28.1 Mandatory requirement
a) Company Philosophy
b) Board of Director
c) Audit Committee
d) Remuneration Committee
e) General Body Meeting
f) Disclosures
g) Means of Communication
h) General Shareholders Information
28.2 Non-mandatory Requirement
a) Chairman of Board
b) Remuneration Committee
c) Shareholder's Rights
d) Postal Ballot
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20 January 2011
Thank u very much Mr. Pyne.
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