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Provisions requiring attention of Auditors

Section under Companies Act, 2013

Description of Matter

2(13)

Books of account to be kept by company — including cost records.

2(35)

Dividend includes any interim dividend.

2(43)

Free reserves include reserves out of the profits and share premium account but does not include revaluation and amalgamation reserves.

2(57)

Net worth means total of paid-up capital and free reserves after deducting provisions or expenses as may be prescribed.

2(68) & 2(71)

Provisions of minimum paid-up capital not to apply to companies registered under section 8.

2(46) & 2(87)

Meaning of holding company and subsidiary.

2(49)

Interested director not to participate, vote or constitute quorum in board’s proceedings.

2(65)

Passing of resolution by postal ballot.

2(72)

Public Financial Institutions.

4, 13 & 12

Memorandum and its alterations; change of registered office within State to be confirmed by Regional Director and special resolution to be passed, special resolution and confirmation by the Tribunal required for change of registered office to another State; special resolution for alteration of objects clause; registration of alteration within 3 months.

11

Restrictions on commencement of business.

14

Alteration of Articles by special resolution.

19

Subsidiary not to be a member of its holding Co.

27

Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied

29

IPO of listed company of   ₹ 10 crore or more to be in dematerialised form.

42

Private issues to be treated as Public Issue if the offer is to 50 persons or more.

39

Prohibition of allotment unless minimum subscription received.

39

Return as to allotments — issue of shares for consideration other than cash.

40

Allotment of shares and debentures to be dealt in on Stock Exchange.

40

Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.

43

Equity share capital with differential rights.

51

Payment of dividend in proportion to amount paid-up.

52

Applications of premiums received on issue of shares.

53

Power to issue shares at a discount.

55

Power to issue redeemable preference shares.

56

Normal formalities for transfer of shares or debentures.

61

Power of limited company to alter share capital.

62

Further issue of capital.

64

Notice to registrar of consolidation of share capital, conversion of shares into stock, etc.

64

Notice of increase of share capital to members.

66

Special resolution for reduction of share capital and order for confirming such reduction and powers of the court on making such order.

67

Restrictions on purchase by company or loans by company for purchase of its own or Holding company₹s share

68, 69, 70

Purchase by a company of its shares or other specified securities, compliance with conditions in relation thereto and provision for transfer of certain sums to capital redemption reserve account.

71

Debenture trust deed, appointment of debenture.

71

Trustees and creation of Debenture Redemption Reserve.

2(31), 73, 74, 76

Regulation of deposits from Public (also refer rules under this section).

85

Company’s register of charges.

96

Annual general meeting.

114

Ordinary and special resolutions.

115

Special Notice.

117

Registration of certain resolutions and agreements.

118

Minutes of proceedings of general meetings and Board and other meetings.

118

A company not to appoint or employ certain different categories of managerial personnel at the same time.

123

Dividend to be paid only out of profits after charging depreciation. Dividend declared by a Company to be transferred to a separate Bank account within 5 days

123

Unpaid dividend to be transferred initially to a special bank account and thereafter after 7 years to the Investor Education & Protection Fund set up by the Central Government.

124

Conditions for declaration of dividend out of reserves.

124

Payment of unpaid or unclaimed dividend.

126

Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.

127

Dividend declared by company normally to be paid within 30 days.

128

Books of account to be kept on accrual basis and according to the double entry system of book-keeping.

129

Financial Statement.

132

Constitution of National Advisory Committee for Consultation by Government on Accounting Standards.

2(2), 129, 133

Form and contents of balance sheet and profit and loss account and requirements for complying with Accounting Standards.

134

Authentication of balance sheet and profit and loss account.

134

Profit and loss account to be annexed, and Auditor’s Report to be attached, to balance sheet.

134

Board’s report. It will also include a Directors' responsibility statement.

137

Copies of approved annual accounts to be filed with Registrar.

139 & 142

Appointment and remuneration of auditors.

140

Provisions as to resolutions for appointing or removing auditors.

141

Qualifications and disqualifications of auditors.

143

Powers and duties of auditors.

143

Audit of accounts of branch office of a company.

145

Signature of audit report, etc.

145

Auditor’s report to be read out in general meeting.

146

Auditor’s right to receive communication relating to, and to attend and to speak at, company’s general meeting.

148

Cost audit.

2(10), 149, 151

Minimum number of directors.

161

Additional directors.

161

Appointment and term of office of alternate director.

164

Disqualification of directors.

165

Maximum 15 companies in which a person can be a director.

166

Prohibition of assignment of office by director.

179

General powers of the Board.

179

Certain powers to be exercised by Board only at meeting.

177

Formation of Audit Committee by public company having paid-up capital of not less than‚¹₹ 5 crore.

180, 181

Restrictions on powers of Board and necessity of general meeting consent.

182

Prohibitions and restrictions regarding political contributions.

183

Power of Board or others to make contributions to the National Defence Fund, etc.

184

Disclosure of interest by director.

185

Central Government’s approval required for loans to directors and specified associates.

186

Loans/Guarantees to and investments in other companies to be subject to specified limits.

187

Investments of company to be held in its own name.

188

Related Party Transactions

189

Register of contracts, companies and firms in which directors are interested.

191

Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking, property or shares.

196

Appointment of MD, WTD or Manager

197

Overall maximum managerial remuneration and managerial remuneration in case of absence or in adequacy of profits (also refer Schedule V).

198

Determination of net profits (also refer Schedule V).

2(94), 203

Appointment or reappointment of managing or whole time director to require Government approval in certain cases and every public company or a private company which is a subsidiary of a public company to have a managing or wholetime director or manager if the paid-up share capital is ₹ 5 crore.

207 & 208

Inspection of books of account, etc. of companies by Central Government and SEBI.

210

Investigation of the affairs of a company.

2(42), 379

Certain foreign companies to comply with provisions as Indian companies.

381

Accounts of foreign companies.

390

Offer of Indian Depository Receipts.

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