Company Law Provisions Requiring attention of Statutory Auditors

TG Team 12 Jun 2011 643 Views 0 comment Print Company Law | Articles

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Section	Description of the matter
2(14A)	Dividend includes interim dividend.
*2(29A)	Net worth means total of paid up capital and free reserves after deducting provisions or expenses as may be prescribed. Free reserves includes reserves out of the profits and share premium account but does not include revaluation and amalgamation reserves.
*2(46AA)	Sick industrial company means an industrial company
	(a) which has accumulated losses in any financial year which is 50% or more than the average net worth during 4 years immediately preceding such financial year or
	(b) which has failed to repay its debts within any 3 consecutive quarters to its creditors who made demand in writing for the repayment of the same.
3(6)	Provisions of minimum paid-up capital not to apply to companies registered under Section 25.
4	Meaning of holding company and subsidiary.
4A	Public Financial Institutions.
13, 16 to 18	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.
31	Alteration of Articles by special resolution.
42	Subsidiary not to be a member of its holding Co.
43A	Deemed public company to shed its status and become a private company.
49	Investments of company to be held in its own name.
58A	Regulation of deposits from Public (also refer rules under this section).
58AA	Regulations in case of defaults in repayments of deposit, or payment of interest to small depositors.
61	Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied.
*67	Private issues to be treated as Public Issue if the offer is to 50 persons or more.
*68B	IPO of listed company of Rs. 10 crores or more to be in dematerialised form.
69	Prohibition of allotment unless minimum subscription received.
70	Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.
71	Effect of irregular allotment.
72	Application for and allotment of shares and debentures.
73	Allotment of shares and debentures to be dealt in on Stock Exchange.
74	Manner of reckoning fifth, eighth and tenth days in Ss. 72 and 73.
75	Return as to allotments — issue of shares for consideration other than cash.
76	Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.
77	Restrictions on purchase by company or loans by company for purchase of its own or holding company’s shares.
77A/77AA/	Purchase by a company of its shares or other
77B	specified securities, compliance with conditions in relation thereto and provision for transfer of certain sums to capital redemption reserve account.
78	Applications of premiums received on issue of shares.
79	Power to issue shares at a discount.
80	Power to issue redeemable preference shares.
80A	Redemption of irredeemable preference shares, etc.
81	Further issue of capital.
86	Equity share capital with differential rights.
93	Payment of dividend in proportion to amount paid-up.
94	Power of limited company to alter share capital.
94A	Share capital to stand increased when order is made u/s. 81(4).
95	Notice to registrar of consolidation of share capital, conversion of shares into stock, etc.
96	Effect of conversion of shares into stock.
97	Notice of increase of share capital to members.
100 & 102	Special resolution for reduction of share capital and order for confirming such reduction and powers of the court on making such order.
108	Normal formalities for transfer of shares or debentures.
117A, 117B	Debenture trust deed, appointment of debenture
& 117C	trustees and creation of Debenture Redemption Reserve.
143	Company’s register of charges.
149	Restrictions on commencement of business.
165	Statutory meeting and statutory report.
166	Annual general meeting.
189	Ordinary and special resolutions.
190	Special Notice.
192	Registration of certain resolutions and agreements.
192A	Passing of resolution by postal ballot.
193	Minutes of proceedings of general meetings and Board and other meetings.
197	A company not to appoint or employ certain different categories of managerial personnel at the same time.
198	Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits (also refer Ss. 309, 349, 350, Schedules XIII and XIV).
199	Calculation of commission, etc. in certain cases.
200	Prohibition of tax-free payments.
204	Restriction on appointment of firm or body corporate to office or place of profit under a company.
205	Dividend to be paid only out of profits after charging depreciation and transfer to reserves. Dividend declared by a Company to be transferred to a separate Bank account within 5 days.
205A	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.
205A(3)	Conditions for declaration of dividend out of reserves.
205B	Payment of unpaid or unclaimed dividend.
206A	Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
207	Dividend declared by company normally to be paid within 30 days.
208	Power of company to pay interest out of capital in certain cases.
209	Books of account to be kept by company—including cost records.
209(3)	Books of account to be kept on accrual basis and according to the double entry system of book-keeping.
209A	Inspection of books of account, etc. of companies by Central Government and SEBI.
210	Annual accounts and Balance Sheet.
210A	Constitution of National Advisory Committee for Consultation by Government on Accounting Standards.
211	Form and contents of balance sheet and profit and loss account and requirements for complying with Accounting Standards.
212	Balance sheet of holding company to include certain particulars as to its subsidiaries.
213	Financial year of holding company and subsidiary.
215	Authentication of balance sheet and profit and loss account.
216	Profit and loss account to be annexed, and Auditor’s Report to be attached, to balance sheet.
217	Board’s report. It will also include a Directors’ responsibility statement.
220	Copies of approved annual accounts to be filed with registrar.
222	Construction of references to documents annexed to accounts.
*224	Appointment and remuneration of auditors.
224A	Auditor not to be appointed except with approval of the company by special resolution in certain cases (also refer S. 619B).
225	Provisions as to resolutions for appointing or removing auditors.
226	Qualifications and disqualifications of auditors.
227	Powers and duties of auditors.
227(1A)	Inquiry and report to shareholders as regards specified clauses.
227(4A)	Manufacturing and Other Companies (Auditor’s Report) Order, 1988.
228	Audit of accounts of branch office of a company.
229	Signature of audit report, etc.
230	Auditor’s report to be read out in general meeting.
231	Auditor’s right to receive communication relating to, and to attend and to speak at, company’s general meeting.
233A	Power of Central Government to direct special audit in certain cases.
233B	Cost audit.
235	Investigation of the affairs of a company.
252	Minimum number of directors.
259	Increase in number of directors to require Government sanction.
260	Additional directors.
268	Amendment of provision relating to managing, wholetime or non-rotational director’s appointment to require Government approval.
269	Appointment or reappointment of managing or wholetime 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 Rs. 5 crores. (Rs. 1 crore up to 17-9-1990)
274	Disqualification of directors.
275	Maximum 15 companies in which a person can be a director.
291	General powers of the Board.
292	Certain powers to be exercised by Board only at meeting.
292A	Formation of Audit Committee by public company having paid-up capital of not less thanRs. 5 crores.
293	Restrictions on powers of Board and necessity of general meeting consent.
293A	Prohibitions and restrictions regarding political contributions.
293B	Power of Board or others to make contributions to the National Defence Fund, etc.
294	Appointment of sole selling agents to require approval of company in general meeting.
294A	Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.
294AA	Power of Central Government to prohibit the appointment of sole selling agents in certain cases.
295	Central Government’s approval required for loans to directors and specified associates.
296	Application of S. 295 to book debts in certain cases.
297	Board’s sanction and in some cases Central Government’s approval to be required for certain contracts in which particular directors are interested.
299	Disclosure of interest by director.
300	Interested director not to participate, vote or constitute quorum in board’s proceedings.
301	Register of contracts, companies and firms in which directors are interested.
309	Remuneration of directors (also refer Ss. 198, 349, 350, Schedules XIII and XIV).
310	Provision for increase in remuneration to require Government sanction.
311	Increase in remuneration of managing director on reappointment or appointment to require Government sanction.
312	Prohibition of assignment of office by director.
313	Appointment and term of office of alternate director.
314	Special resolution (and in some cases Government approval) required for director, etc. to hold office or place of profit.
317	Managing Director not to be appointed for more than 5 years at a time.
318	Compensation for loss of office not permissible except to managing or wholetime directors or directors who are managers.
319	Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking or property.
320	Payment to director for loss of office, etc. in connection with transfer of shares.
321	Provisions supplementary to Ss. 318, 319, 320.
349	Determination of net profits (also refer Ss. 198, 309, 350, Schedules XIII and XIV).
350	Ascertainment of depreciation (also refer Ss. 198, 309, 349, Schedules XIII and XIV).
370	Loans, etc. to companies to be subject to specified limits and consents. (up to 30-10-1998)
372	Investment in shares, etc. of other companies to be subject to specified limits and consents. (up to 30-10-1998)
372A	Loans/Guarantees to and investments in other companies to be subject to specified limits and consents (w.e.f. 31-10-1998).
383A	Certain companies to have a wholetime secretary and certain companies to file a certificate from a Secretary in wholetime practice regarding compliance with the provisions of the Act.
384, 385, 386	Firm or body corporate not to be appointed as manager, disqualifications of manager, etc.
387	Remuneration of manager.
388	Application of Ss. 269, 310, 312 & 317 to managers.
417	Employees’ securities to be deposited in post office savings bank or scheduled banks or State Bank of India.
418	Provisions applicable to Provident Funds of employees.
424A – 424G	Revival and Rehabilitation of Sick Industrial Companies – Reference to Tribunal, Inquiry into working of such companies, Tribunal to make suitable order on completion of inquiry, Preparation and sanction of scheme, Rehabilitation, Arrangement for continuing operations, etc. during inquiry and Winding up of sick industrial company.
*581A –	Producer Companies – Formation, Management,
581ZT	Share Capital and Members rights, Functioning, etc. of such companies. (Part IXA).
591	Certain foreign companies to comply with provisions as Indian companies.
594	Accounts of foreign companies.
*605A	Offer of Indian Depository Receipts.
619, 619B	Application of Ss. 224 to 233B to Government companies.

* Inserted by the Companies (Amendment) Act, 2002.

Schedules

I Model Memorandum and Articles of Association.

IA List of relatives.

II Matters to be specified in prospectus and reports to be set out therein.

III Statement in lieu of prospectus.

IV Statement in lieu of prospectus to be delivered to Registrar by a private company on becoming a public company.

VI Form of Balance Sheet and requirements of Profit and Loss Account.

XIII Conditions for appointment of a managing or wholetime director.

XIV Rates of depreciation.