2008 09

CHECK LIST FOR SCRUTINY FOR COMPLIANCE CERTIFICATE

GENERA INFORMATION ABOUT THE COMPANY: COMPANY NAME: CIN: DATE OF COI: ADDRESS OF REGISTERED OFFCE: LIMITED / PRIVATE LIMITED

AUTHO. CAPITAL: RS. PAID UP CAPITAL: RS. MAIN OBJECT OF THE COMPANY: BUSINESS OF THE COMPANY:

DIVIDED INTO DIVIDED INTO

EQUITY SHARES OF RS. EQUITY SHARES OF RS.

Clause 1 Registers maintained by the Company 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Register of Share application and allotment Register of Members u/s 150 Register of share Transfers. Minutes Book of General Meetings. Minutes Book of Board Meetings. Directors Attendance Register. Register of Contracts u/s 301(1) Register of Disclosure of Interest u/s 301(3) Register of Directors u/s 303. Register of Directors shareholdings u/s 307 Register of F. D. Registers of inter corporate Loans and Investments. Register of Charges u/s 143 Register of Fixed Assets

Tick out the registers maintained by the Company and check whether the entries have been duly made and updated. Comment: Clause 2 Forms uploaded on MCA Portal during 2006 07 Sr. No. 1 2 3 4 5 6 7 8 9 10 Doc. Name Form 20B F 23AC/ACA Form 66 Form Form Form Form Form Form Form Date event of Date of Challan Within Time? Y/N Y/N Y/N Y/N Y/N Y/N Y/N Y/N Y/N Y/N Challan No. P P P A A A A A A A Contents of Form in brief

Clause 3 Status of the Company PRIVATE Maximum number of members during the year .. on . Ledger of unsecured loans produced for verification? If yes, check the ledger account of unsecured loans From Whom Taken? Mention Name and category (whether Director or Member or Relative)

Comment:

Clause 4 Board Meetings: Check the notice and minutes of the Board Meeting Date of Board Meeting Business transacted Comment

Clause 5 Whether Register of Members closed during the year? Clause 6 A. G. M. for the year 2007-08 held on A.G.M. for the year 2006 - 07 held on Notice of AGM Checked? Yes/No Minutes Recorded? Yes/No at at

NO

Notice in order? Yes/No Minutes signed? Yes/No

Transactions at AGM: 1. Adoption of Account 2. Appointment of Director 3. Appointment of Auditor 4. Declaration of Dividend 5. 6. Comment: Whether AGM held in compliance of Act? Yes/No Resolutions passed in AGM duly recorded in minutes? Yes/No Other Comment, if any

Clause 7 E.G.M. held during the year? YES/NO If yes date of E.G.M. Notice of EGM Checked? Yes/No Minutes Recorded? Yes/No Notice in order? Yes/No Minutes signed? Yes/No

Transactions at EGM: 1. 2. 3. Comment: Whether EGM held in compliance of Act? Yes/No Resolutions passed in EGM duly recorded in minutes? Yes/No Other Comment, if any Clause 8 Loans or Advances under section 295 YES/NO

Whether Ledgers of Loans & Advances to related party produced? YES/NO Check whether Board Resolution is passed for granting a loan? If yes, Date of Board Meeting: Yes/No

Clause 9 & 10 Related party transaction under section 297, Register of Contract and Register of Disclosure of Interest of Directors

Call for the list of related party as stated u/s 297 and check the ledger accounts of all these parties and Form No. 24AA. Any transacted covered u/s 297 entered into? Yes/No If yes, State in brief the details of that transaction.

Approval of Board by way of Board Resolution obtained? Yes/No Approval of RD Obtained? Yes/No/Not Applicable The Contract with related party entered in the Register of Contract? Yes/No Directors disclosed their interest in other firms/body corporate? Yes/No The entry relating to disclosure of interest made in Register u/s 301(3)? Yes/No Comment:

Clause 11 Office or place of Profit under section 314. Check whether Director/relative or other parties mentioned u/s 314 has held place/office or profit during the year If yes, state the details in brief: State the details of payment made to him/her: Necessary Board Resolution Passed? Yes/No If yes, Date of Meeting: Necessary S/R Passed? AGM/EGM Date: Approval of CG Obtained? Yes/No/Not Applicable If yes, details of order Comment:

Clause 12 Issue of Duplicate share certificates YES/NO If yes, Check the request letter of the concerned shareholder, minutes of the Board Meeting for issue of duplicate certificates, counter foil of the certificates etc. Also check the entry in ROM. Comment: Clause 13 Delivery of Share Certificates Allotment Date of Allotment Date of Dispatch of Certi. Form 2 filed on Delivery of Share Certificates Transfer/Transmission etc. Date of Transfer/Transmission/consolidation/Split Date of Dispatch of Certi. Share Application Form/Transfer Deed Checked? Yes/No Board Resolution Recorded? Yes/No Register of Members updated? Yes/No Register of Transfer updated? Yes/No Evidence or confirmation regarding date of dispatch? Dividend - Interim or Final during the year 2006-07 Declared? Yes/No Date: Check notice of Relevant Board/General Meeting Check minutes Relevant Board/General Meeting Amount of dividend transferred to separate bank account? YES/NO If yes, date of transfer Date of payment If no, date of payment Also check counter foil of Cheque book and/or Ledger of Dividend for the date of payment Transfer of amount to Investor Education and Protection Fund Report of Board of Directors Compliance of Section 217 Check report of B.O.D. (for the year 2006-07). Whether following details are properly reported? 1. 2. 3. 4. 5. 6. 7. 8. 9. State of Companys affairs (Financial Affairs) Amount transferred to Reserves Amount, proposed to be paid as dividend Materials changes and commitments since the date of year ending to the date of report Conservation of energy etc. Change in nature of business Employee details as per section 217(2A) Directors Responsibility Statement Explanation regarding Auditors qualification in his report Comment whether Section 217 is duly complied with? Yes/No If No, state which sub section not complied with. Comment: Share Certi. dispatched within 3 months of Allotment? Yes/No Share Certi. dispatched within 2 months of Transfer? Yes/No Provisions of Act and Certificate Rules complied? Yes/No Other Comment, if any Share

Comment:

Write Y if reported, N if not reported and N.A. if not applicable Signed by whom? Whether signatory/ies authorised by Board to sign BOD Report? Yes/No (Check relevant minutes to determine who was/were authorised to sign the report?

Is it compliance of Section 217(4)

Yes/No

Clause 14 Constitution of Board of Directors AOA is available for inspection? Yes/No Provisions of Articles of Association as to number of Directors, provisions as to appointment of Directors, retirement of directors by rotation etc. checked in AOA? Yes/No Quote Article No. which is relevant Any director appointed during the year? Yes/No Designation: Director/Additional Director/Alternate Director/ Director to fill casual vacancy Appointed by the Board or General Meeting? Date of Appointment? Date of filing Form 32: SRN:

Any Director appointed as Additional Director in past was again appointed as regular Director by the General Meeting? Yes/No Name the directors during the year 2007 08 and appointing authority (Board or GM): 1. 2. 3. 4. 5. 6.

Does no. of present Directors exceed the maximum limit prescribed in the AOA? Yes/No Provisions of Section 255/256 are applicable to the Company? Yes/No Under which Article the relevant provisions of retirement specified? Article No. The order of retirement properly followed in past? Yes/No/Not Applicable

Comment:

1. Constitution: Proper/Not Proper 2. Director Appointed during the year duly appointed? Yes/No/Not Applicable

In case of negative comment, give the reason: Clause 15 Appointment of Managerial Personnel Under which Article Provision is given for appointment of MD and WTD? Article No. Any director is appointed as MD or WTD? If yes, By Board or General Meeting? Provisions of AOA complied with? Comment as to Compliance: Yes/No Date of BM/GM

Clause 16 Appointment of Sole selling agent Inquire whether sole selling agent is appointed by the Company during the year? YES/NO If yes, check the Compliance and comment Clause 17 Approval of the Central Govt., C.L.B., R.D. or R.O.C. APPROVAL OF R.O.C. Change of Name: YES/NO Conversion from Private to Public: YES/NO Conversion from Public to Private: YES/NO COB u/s 149: YES/NO

Extension of time u/s 166 or 210 for holding A.G.M. Comment as to compliance. APPROVAL OF REGIONAL DIRECTOR Under Section 297 Related party contracts if the paid up capital is Rs. 1.00 Crore or more Check the compliance with reference to records as stated under clause 9 Comment Approval of RD: Obtained/Not obtained/ Not required APPROVAL OF CENTRAL GOVT. Office or place of profit u/s 314(1B) Check the compliance and comment if any person held office/place of profit and the salary, remuneration, commission or fees is Rs. 50,000/- per month or Rs. 6.00 Lakh or more per annum Other Approval: Comment Approval of CG: Obtained/Not obtained/ Not required APPROVAL OF C.L.B. 1. 2. 3. Section 17 Shifting of Registered Office from one state to another Section 43 Infringement of Articles of Association Yes/No Yes/No

Whether restriction as to transfer followed by the Company? Yes/No/ Not required Whether number of members exceed 50? Yes/No Whether deposit accepted by the Company from persons other than Members/Directors/their relatives. Yes/No Section 141 Failure to file the particulars of Creation/Modification/Satisfaction of charge Other Approval _______________________________ Yes/No

Call for ledgers of secured loans Ledger of Secured Loans produced for verification? Yes/No Any charge created during the year? Yes/No Any charge modified during the year? Yes/No Any charge Satisfied during the year? Yes/No Necessary Form 8 or 17 filed with ROC Within time? Yes/No Petition to CLB Was required to be made? Yes/No Comment: Clause 18 Disclosure of Interest Check Form 24AA and entry in the register Comment: If yes made? Yes/No

Clause 19 Allotment of Shares Date of Share Application Date of filing Form 2 Signatories to the Certificates

YES/NO Date of Allotment Date of Dispatch of Certificates

Share Application Form available for inspection? Yes/No

Allotment recorded in Board Minutes? Yes/No Counter foil of Share Certificates checked? Yes/No Evidence or Confirmation as to dispatch of certificates. Comment: Clause 20 Buy back of shares YES / NO

Clause 21 Redemption of Preference Shares - YES / NO Clause 22 Abeyance of Right to dividend etc. Check and comment Clause 23 Compliance of Section 58A and Acceptance of Deposit Rules. Ledger of unsecured loans produced for verification? Yes/No If yes, check the ledger account of unsecured loans and comment whether any deposit accepted which is not exempted deposits as per Rule 2(b) of Deposit Rules

Clause 24 Borrowings: Check that for any kind of borrowing board resolution is passed u/s 292. Comment:

Clause 25 Inter Corporate Loans and Investments Check that for granting of loan or making of investment board resolution is passed u/s 292. Comment: Clause 26 to 29 Alteration of Clauses of Memorandum of Association 1. 2. 3. Name Clause: Yes/No Shifting of Registered Office from one state to another: Yes/No Alteration of Object Clause: Yes/No,

If yes, check the general meeting resolution, copy of notice of G.M., Form 23, Altered copy of the Memorandum and Certificate received from R.O.C. Comment:

Increase in capital or reorganization of capital Yes/No, If yes, check the general meeting resolution, copy of notice of G.M., Form 5 and 23, Altered copy of the Memorandum etc. Comment:

4.

Clause 30 Alteration of Articles of Association: YES/NO, If yes, check the general meeting resolution, copy of notice of G.M., Form 23, Altered copy of the Articles of Association Comment: Clause 31/32/33 1. Prosecution initiated or and Show cause notice issued? YES/NO, 2. Security deposits from employees: YES/NO 3. Constitution of P. F u/s 418.: YES/NO If yes in case of 2 or 3, comment whether section 417 or 418 complied with