An investigation into the affairs of a company has been ordered by National Company Law Tribunal in public interest (Sec. 210). As a Company Secretary to handle the investigation with courage and confidence, what are the

Before an inspector commences investigation under Section 210 of the Companies Act, 2013 into the affairs of a company, it is advisable for the Company Secretary to prepare a report touching upon various aspects of the activities of his company particularly those transactions in respect of which fraud or misfeasance or mismanagement is alleged. This exercise will enable the secretary to handle the investigation into the affairs of his company with courage and confidence. The aspects which should be considered by the secretary include: Basic information about the company: Name of the company; date of incorporation; location of the registered office, branches, factories and other offices; status of the company – public or private; objects of the company – capital structure; voting rights attached to the shares; shareholding pattern of the company. Business activities: Nature of existing business, licensed and installed capacities, expansion programme and sources of finance, whether the company belongs to a particular group; if so the names of other companies falling within the same group. Debentures, bank finance and deposits. Foreign collaboration agreements. Management: Brief history of past management set up; existing management set up; composition of Board of Directors; whether the terms and conditions of the appointment of managerial personnel are being adhered to; details regarding appointment of directors and their relatives to an office or place of profit. Whether all the statutory registers including minute's books are being maintained up-to-date? Whether the internal checks and internal control system is being properly followed? Working results and financial position: General assessment of working of the company, evaluation of the level of performance and efficiency of the management, a review of the profits of the company, performance data, financial position of the company in the context of its working results for the last three years. Compliance by the company and its officers with the provisions of the Companies Act, 2013. Compliance with the provisions of other Acts applicable to the company. Whether the loans taken and loans advanced to Directors, the firms in which they are partners or companies in which they are Directors are in accordance with the provisions of the Companies Act, 2013. The investments made by the company. Sole selling agency agreement. Instance of mismanagement and other irregularities. Acquisition/disposal of substantial assets. A scrutiny of abnormal/heavy expenditure items. Complaints, if any, against the company and its management and steps taken to redress them. Brief particulars of the litigations against the company and the reasons thereof. Management's relations with the employees and labour. Shareholders: Instance of oppression of minority shareholders, allegations of non-receipt of dividend, notices of meetings, accounts, share certificates, etc.; illegal forfeiture of shares, etc. and steps taken to redress Investors, complaints. Auditors: Name and address of Statutory auditors, Secretarial Auditor and Cost Auditor, compliance as per the provisions of the Companies Act, 2013.