S. No.

Compliance

Particulars

1.

Correctness & Adequacy of Disclosures in Annual Return (MGT-7)

What to Verify: Reconcile every field in Form MGT-7 against the audited financial statements, statutory registers, and board records to ensure complete disclosures as on the close of the financial year.

Documents Required: Audited Financial Statements, Signed Directors' Report, Master Data snapshot, Register of Members, Statutory Registers, and Management Representation Letter (MRL).

2.

Status under the Act

What to Verify: Determine company classification (Private, Public, Small Company, OPC, Section 8, Holding/Subsidiary/Associate, Listed/Unlisted) and check if capital or turnover thresholds alter status.

Documents Required: Certificate of Incorporation, MOA & AOA, Master Data printout, Audited Financial Statements (for turnover and paid-up capital thresholds).

3.

Maintenance of Registers/Records & Entry Timelines

What to Verify: Confirm whether required registers are maintained physically/electronically at the registered office and entries were made within prescribed timelines (e.g., 7 days for shareholder entries).

Documents Required: Register of Members (MGT-1), Directors & KMP, Charges (CHG-7), Loans & Investments (MBP-2), Contracts (MBP-4), and Board/Shareholder Minutes Books.

4.

Filing of Forms and Returns

What to Verify: Track all forms filed with the ROC, RD, CG, NCLT, or Courts during the financial year to verify timely filing or payment of additional late fees.

Documents Required: MCA Portal Filing History, SRN Challans & Approved e-Forms (AOC-4, MGT-7, MGT-14, DIR-12, PAS-3, CHG-1/4, DPT-3, BEN-2).

5.

Meetings of Board, Committees, and Members

What to Verify: Check minimum meeting counts, maximum gap between Board Meetings (120 days), clear notice periods (21 days for AGM, 7 days for BM or shorter notice consents), attendance, circular resolutions, and minute signing timelines (30 days).

Documents Required: Board, Committee & General Meeting Minutes Books, Attendance Registers, Notices with Agendas, Proof of Dispatch/Delivery, Circular Resolutions, Postal Ballot/e-voting records.

6.

Closure of Register of Members / Security Holders

What to Verify: Ensure compliance with Section 91 limitations (maximum 45 days in a year, max 30 days at once) and advance notice published if applicable.

Documents Required: Board Resolution fixing closure/record date, Newspaper Advertisements (if applicable), Stock Exchange intimations (for listed entities).

7.

Advances/Loans to Directors & Section 185 Compliance

What to Verify: Confirm if any loan, guarantee, or security was given to directors or interested entities, and verify applicable exemptions or special resolution conditions.

Documents Required: Audited Balance Sheet (Notes on Loans & Advances), Register under Sec 186/MBP-2, Form MBP-1 disclosures, Board & Special Resolutions, Loan Agreements.

8.

Contracts/Arrangements with Related Parties (Section 188)

What to Verify: Verify arm's length pricing, ordinary course of business criteria, prior Audit Committee approvals, Board approvals, Shareholder approval thresholds, and AOC-2 disclosure.

Documents Required: Register of Contracts (MBP-4), Form MBP-1 notices, Audit Committee & Board Minutes, Transfer Pricing / Valuation Reports, Form AOC-2.

9.

Securities Transactions & Share Capital Alterations

What to Verify: What to Verify: Examine allotments, rights/bonus issues, private placements, transfers, transmissions, buybacks, preference/debenture redemptions, share splits, and issue of certificates within 1–2 months.

Documents Required: Form PAS-3, Instrument of Share Transfer (SH-4), Share Certificates (SH-1), Register of Transfers, Board/Shareholder Resolutions, Valuation Reports.

10.

Keeping Rights in Abeyance Pending Transfer

What to Verify: Check if dividends, rights shares, or bonus shares were held in abeyance under Section 126 for pending share transfers.

Documents Required: Pending SH-4 transfer instruments, Special Dividend Account records, Board Minutes regarding held-in-abeyance corporate actions.

11.

Declaration/Payment of Dividend & IEPF Transfer (Section 125)

What to Verify: Confirm dividend declaration from legal profits, separate account deposit within 5 days, payout within 30 days, transfer to Unpaid Dividend Account within 7 days, and IEPF transfers after 7 years.

Documents Required: Board/AGM Resolutions, Bank Statements for Dividend Account, Form IEPF-1/IEPF-2 filings, Statement of Unpaid Dividend.

12.

Signing of Audited Financial Statements & Board Report (Section 134)

What to Verify: Validate signatures on financial statements (Chairperson/2 Directors including MD, CEO, CFO, CS) and verify Board Report inclusions (Section 134(3), (4), (5)) signed prior to or on the date of approval.

Documents Required: Signed Audited Financial Statements, Signed Board Report with statutory annexures (AOC-2, CSR report, MR-3 secretarial audit report).

13.

Constitution, Appointments & Remuneration of Directors/KMP

What to Verify: Board composition adequacy (minimum directors, independent/woman directors), KMP appointments (Sec 203), DIR-8 non-disqualification forms, MBP-1 notices, and Managerial Remuneration limits (Sec 197 / Schedule V).

Documents Required: Form DIR-2 (Consent), DIR-8, MBP-1, Form DIR-12 filings, Nomination & Remuneration Committee minutes, Form MR-1, MGT-14.

14.

Appointment/Re-appointment of Auditors (Section 139)

What to Verify: Statutory Auditor appointment/re-appointment at AGM, First Auditor appointment timelines, audit firm rotation rules, and casual vacancy filings.

Documents Required: Form ADT-1 filings, Written Consent & Eligibility Certificate from Auditor (Sec 141), Audit Committee recommendations, AGM/Board Resolutions.

15.

Approvals from Regulatory Authorities

What to Verify: Check whether specific permissions were obtained from the Central Government, Regional Director, NCLT, ROC, or Courts for restructurings, compounding, or registered office shifts.

Documents Required: Court/NCLT Orders, RD Approvals, ROC Certificates, Form INC-28, Central Government approval letters.

16.

Acceptance, Renewal & Repayment of Deposits

What to Verify: Compliance with Chapter V rules; verify that exempted loans (from directors, relatives, bodies corporate) meet disclosure declarations and are not disguised deposits.

Documents Required: Form DPT-3, Declarations from directors (confirming funds are non-borrowed), Bank Sanction Letters, Register of Deposits, Auditor's Certificate for DPT-3.

17.

Borrowings, Charges Creation/Modification/Satisfaction

What to Verify: Verify borrowing powers and limit compliance (Sec 179(3)(d), Sec 180(1)(c)), and verify charge registration/modification/satisfaction filings within 30 days.

Documents Required: Register of Charges (CHG-7), MCA Index of Charges, Sanction Letters, Form CHG-1, CHG-4, CHG-9 filings, Form MGT-14 for borrowing limits.

18.

Loans, Guarantees & Investments (Section 186)

What to Verify: Verify compliance with 60% of paid-up capital + free reserves + securities premium OR 100% of free reserves + securities premium thresholds; verify special resolutions if exceeded, and check minimum interest rate requirements.

Documents Required: Register of Loans & Investments (MBP-2), Board & Special Resolutions, Notes to Financial Statements, Investment Agreements/Valuations.

19.

Alteration of Memorandum (MOA) and Articles (AOA)

What to Verify: Verify Special Resolutions passed for altering Name, Registered Office, Object Clause, Capital Structure, or Articles, along with timely filing of e-Forms.

Documents Required: Form MGT-14, Special Resolutions, Fresh Certificate of Incorporation/ROC approvals, updated copies of MOA and AOA.