Sunidhi, ACS, was appointed as Asst. Vice President (Board Secretariat). Just after joining, she came to know that the Central Government has appointed an inspector to carry out detailed investigation into the alleged fr

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · June 2023
Sunidhi, ACS, was appointed as Asst. Vice President (Board Secretariat). Just after joining, she came to know that the Central Government has appointed an inspector to carry out detailed investigation into the alleged fraud in the company. In order to carry out the smooth operations of inspection, what preparation would you suggest to Sunidhi?

Answer & Explanation:

Before an inspector commences investigation into the affairs of a company, it is advisable for the Company Secretary to prepare a comprehensive report covering various aspects of the company's activities, especially those transactions where fraud, misfeasance, or mismanagement is alleged. This preparation will enable the secretary to handle the investigation with confidence. The aspects which Sunidhi, as the Asst. Vice President (Board Secretariat), should consider for preparation include: Basic Information about the Company: Name, date of incorporation, location of registered office, branches, factories, status (public/private), objects, capital structure, voting rights, shareholding pattern. Business Activities: Nature of existing business, licensed and installed capacities, expansion programme, sources of finance, group affiliation (if any) and names of other group companies. Financial Instruments: Details of debentures, bank finance, and deposits. Foreign Collaborations: Information on foreign collaboration agreements. Management: Brief history of past management, existing management setup, composition of Board of Directors, terms and conditions of managerial personnel appointment, details of directors' appointments and their relatives in positions of profit. Statutory Compliance: Whether all statutory registers, including minute books, are maintained up-to-date. Internal Controls: Whether internal checks and internal control systems are properly followed. Working Results & Financial Position: General assessment of company's working, evaluation of management performance and efficiency, review of profits, performance data, financial position for the last three years. Compliance with Companies Act: Compliance by the company and its officers with the provisions of the Companies Act, 1956/2013. Compliance with Other Acts: Compliance with provisions of other Acts applicable to the company. Related Party Transactions: Whether loans taken and advanced to Directors, firms/companies where they are partners/directors, are in accordance with the Act. Investments: Details of investments made by the company. Sole Selling Agency: Information on sole selling agency agreements. Mismanagement & Irregularities: Instances of mismanagement and other irregularities. Assets: Acquisition/disposal of substantial assets. Expenditure: Scrutiny of abnormal/heavy expenditure items. Complaints: Any complaints against the company/management and steps taken to redress them. Litigations: Brief particulars of litigations against the company and reasons thereof. Employee Relations: Management's relations with employees and labour. Shareholders' Issues: Instances of oppression of minority shareholders, allegations of non-receipt of dividend, notices of meetings, accounts, share certificates, illegal forfeiture of shares, and steps taken to redress investor complaints. Auditors: Name and address of Statutory auditors, Secretarial Auditor, and Cost Auditor, and compliance as per Companies Act, 2013. These suggestions can help Sunidhi ensure smooth operations during the inspection.

Topics: Investigation and Inspection

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