CHECK LIST FOR SECRETARIAL AUDIT/

COMPLINANCE CERTIFICATE

Status of the Company

Private Company

Check whether:

• the company has minimum paid up capital of Rs.1 lakh or such higher paid-up
capital as may be prescribed. In case of an existing private company this
requirement is to be complied within a period of two years from the
commencement of the Companies (Amendment) Act,2000 i.e 13.12.2000.

• Company's Articles contain provisions-

• restricting the right to transfer its shares;

• limiting the number of members to fifty;
• prohibiting any invitation to public to subscribe its shares/debentures; and
• prohibiting any invitation or acceptance of deposits from persons other than its
members director or their relatives

Private Company which is a Subsidiary of a Public Company

• Check whether the company has a minimum paid up capital of 5 lakh rupees or
such higher paid up capital, as may be prescribed. In case of existing public
limited company, check that it has enhanced its paid up capital to five lakh
rupees within two years from the commencement of the Companies
(Amendment) ACt,2000 i.e. 13.12.2000.

Note:- A company registered under section 25 before or after the

commencement of the Companies (Amendment) Act,2000 shall not be required
to have minimum paid up capital specified above. However, a guarantee
company having share capital should have minimum paid up capital specified
above

Memorandum of Association

• Check whether the provision of the memorandum was altered with respect to
situation of the company's registered office from one State to another during the
yea, If so, check whether:

• the company has passed a special resolution and filed From No.23 with the
ROC;
• the Company Law Board confirmed the alteration;
• the order of the Company Law Board had been filed with the ROC (both the
States) in From No.21 within three months from the date of the order along with
printed copy of the Memorandum duly altered;
• the ROCs of both States have issued relevant certificates;
• Form No.18 was filed with both the ROCs within 30 days of the change of the
registered office;
• alterations had been incorporated in all the copies of the Memorandum Articles
and other documents; and
• alteration was notified to the Stock Exchanges if the Shares were listed

• Check whether the provisions of the Memorandum with respect to the objects
of the company was altered during the years. If so, check whether:

• the company has filed with the ROC in Form No.23 the special resolution
passed by the company with one month from the date of such resolution
• the ROC issued certificate registering alterations; and
• the alteration has been incorporated in all the copies of the
• Memorandum
• the resolution was passed through postal bailot process and the
• alteration was notified to the Stock Exchange if the shares were listed.

• Check whether the company changed its name during the year. If so, check
whether:

• the company has passed a special resolution and filed From No.23 with the
ROC within 30 days:
• certificate of incorporation was obtained from the ROC ;
• the name has been painted/affixed/printed on the name board, business
letters, bill heads, Memorandum and Articles;
• new common seal has been adopted by the Board; and
• the change was notified to Stock Exchanges if the shares are listed.

• Check whether the company altered the conditions of its Memorandum as

regards share capital in any of the ways mentioned in Section 94(1). If so, check
whether:

• alteration was authorised by the Articles and the general meeting

• alteration had been effected in all copies of Memorandum and
• Articles etc; and
• From No.5 and 23 were filed with the ROC within 30 days.

Articles of Association

Check the extent of applicability of Table A of Schedule I of the Act.

Check whether the articles were altered during the year. If so, check whether :

• Copy of the special resolution was filed with the Registrar in Form No.23
• the change had been incorporated in all copies of the articles;
• if the alteration had the effect of converting a public company into a private
company, whether:
• approval of the Registrar of Companies was
obtained: and a printed copy of the articles as altered was filed with the
Registrar within one month of the date of the receipt of the order of approval;
and In case shares of the company were listed on a recognised Stock Exchange,
the resolution was passed through postal ballot process;
• the alteration has been notified to the stock exchange in case the shares are
listed
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