SEARCH
REPORT UNDER THE COMPANIES ACT, 2013
A Search
and Status Report
as is apparent from, its name contains
two aspects. The first being ‘search’ which involves physical inspection of
documents and the second activity ‘status’ which comprises of reporting of the
information as made available by the search.
and Status Report
as is apparent from, its name contains
two aspects. The first being ‘search’ which involves physical inspection of
documents and the second activity ‘status’ which comprises of reporting of the
information as made available by the search.
Thus
a search and status report de facto acts as a ‘Status Report’ on the legal
aspects and also a ready reckoner of the exact position of the company on the
affairs of the company. In general the Scope of Search report is according to
the requirement and purpose of the Report. While issuing the ROC Search report
the following process is performed by the professionals.
a search and status report de facto acts as a ‘Status Report’ on the legal
aspects and also a ready reckoner of the exact position of the company on the
affairs of the company. In general the Scope of Search report is according to
the requirement and purpose of the Report. While issuing the ROC Search report
the following process is performed by the professionals.
(a) Examination of documents Registered on MCA 21 portal
The
MCA website provides many information relating to the Company. Some information
are available without payment of fees like Name of the Company, CIN, Authorised
and paid up capital, Name and address of the Directors etc. The website also
provides for the viewing of document by public on payment of requisite fee.
Public documents include the following:
MCA website provides many information relating to the Company. Some information
are available without payment of fees like Name of the Company, CIN, Authorised
and paid up capital, Name and address of the Directors etc. The website also
provides for the viewing of document by public on payment of requisite fee.
Public documents include the following:
a. Incorporation documents
b. Certificates,
including Incoporation certificate and Charge creation, modification and satisfaction certificates.
including Incoporation certificate and Charge creation, modification and satisfaction certificates.
c. Charge documents,
d. annual returns and balance
sheet,
sheet,
e. change in directors and
other e-forms
other e-forms
However,
there are certain documents which are not allowed for public inspection. For example,
no person shall be entitled to inspect or obtain copies of the resolutions filed
under section 179(3) and rules made thereunder.
there are certain documents which are not allowed for public inspection. For example,
no person shall be entitled to inspect or obtain copies of the resolutions filed
under section 179(3) and rules made thereunder.
MCA-21
offers the facility to view documents and also search and other facilities of
public documents. This facility is handy for users and banks and financial
institutions while sanctioning loans. This facility enables viewing of public
documents of companies for which payment has been made by user. The document
can be viewed only within 7 days after the payment has been confirmed. Also,
the documents are available for only 3 hours after the user has started viewing
the first document of the company-
offers the facility to view documents and also search and other facilities of
public documents. This facility is handy for users and banks and financial
institutions while sanctioning loans. This facility enables viewing of public
documents of companies for which payment has been made by user. The document
can be viewed only within 7 days after the payment has been confirmed. Also,
the documents are available for only 3 hours after the user has started viewing
the first document of the company-
a. User has to access My MCA
portal and login to the My MCA portal.
portal and login to the My MCA portal.
b. Click on the ‘My
Documents’ tab after logging into the system.
Documents’ tab after logging into the system.
c. List of
company names will be displayed, for which user have already paid for public
viewing. It also displays
company names will be displayed, for which user have already paid for public
viewing. It also displays
· Date of request i.e. the date, when user made the request to
view the company document.
view the company document.
· Status of the request i.e. whether viewed or to view.
d. Click on the view link
under status field.
under status field.
e. The documents are grouped under
five categories i.e. user has to click on the desired category under which
the document falls.
five categories i.e. user has to click on the desired category under which
the document falls.
f. If more than one document
is listed, the user can arrange them name wise or date wise.
is listed, the user can arrange them name wise or date wise.
g. On clicking the document
name, the document shall be displayed for viewing.
name, the document shall be displayed for viewing.
The
public documents under this facility are available for viewing by public on
payment of requisite fee.
public documents under this facility are available for viewing by public on
payment of requisite fee.
(b) Inspection of Various Documents
maintained by the company:
maintained by the company:
According to the scope of the Search report,
the professional should go through
the various documents
required for the purpose of the report, some the documents which may
require are as under:
the professional should go through
the various documents
required for the purpose of the report, some the documents which may
require are as under:
l Various clauses of Memorandum and Articles of Association
l Forms filed with the Registrar of Companies with receipts.
l All statutory registers.
l Verification of financial statement along with notes to accounts
and Auditor Report.
and Auditor Report.
l Report of Internal Auditor.
l Copies of contracts made between the company and any of the
related parties
related parties
l Transfer and Transmission of Share.
l Instruments creating, modifying or satisfying charges.
l Various Disclosures from Directors
l Related Party Transactions.
l Corporate Social Responsibility
(CSR)
(CSR)
l Directors and Key Managerial Personnel (KMP)
(c) Cross Verification of Documents from the MCA Records
Some
financial institutions require a Report by Company Secretaries in Practice, on certain
additional points relevant and important for them. A separate Report
can be given after inspecting or verifying the documents and records available with the Registrar and/or
the company. The points normally
covered under such Report are:
financial institutions require a Report by Company Secretaries in Practice, on certain
additional points relevant and important for them. A separate Report
can be given after inspecting or verifying the documents and records available with the Registrar and/or
the company. The points normally
covered under such Report are:
|
S.No
|
Item
|
Records to be verified
|
|
1
|
Name of the Company
|
Memorandum of
Association Certificate of Incorporation or Fresh Certificate of Incorporation/Change of Name. |
|
2
|
Date of Incorporation
|
Certificate of Incorporation
|
|
3
|
Company Number/Corporate Identity Number
|
Certificate
of Incorporation/Fresh Certificate upon change of name/ Certificate of registration of *CLB Order for shifting registered office to another State |
|
4
|
Address of Registered Office
|
INC-22,
MGT-14 Resolution(s) of Board/ General Body, INC-28 with copy of NCLT Order. |
|
5
|
Name and address of
present directors (with their date of joining) |
Articles of
Association, DIR-12, Register of Directors |
|
6
|
Authorized Share Capital of the company divided
Into______
Shares of Rs. ___each |
Memorandum of Association, SH-7, MGT-14
|
|
7
|
Paid-up Capital of the company divided
into ___Shares of Rs. each
|
MGT-14,
PAS-3, Register of Members, Annual Return |
|
8
|
List
of Members with details as to shares held by each of them. The names of directors to be specifically mentioned in such list of shareholders
(List of members
holding shares of a specified
monetary threshold is also
asked for in some cases). |
PAS-3, Annual
Return, Register of Members, Register of Directors. |
|
9
|
Provision in the
Articles of Association as to affixation of common seal of the company.
(Particulars as to the
persons in whose presence the seal of the company can be affixed to any deed). |
Articles of Association. If there is no specific
cause and the Articles have adopted
Table F,
Clause
79 of Table F of Schedule-I of Companies Act, 2013 may be referred. |
|
10
|
Main Objects of the company.
|
Memorandum of Association
|
|
11
|
Whether
the Articles of the company contains provisions for nomination by the corporation a director on the board of the company. |
Articles of Association of the company
|
Note: If capital is raised other than by cash, it should be shown
separately).
separately).
Apart
from the above, the master data available at the MCA portal can be resorted to
mere reproduction of the
from the above, the master data available at the MCA portal can be resorted to
mere reproduction of the
particulars
of charges in form of Search and Status Report is not sufficient. It also
requires:
of charges in form of Search and Status Report is not sufficient. It also
requires:
· A thorough study of the particulars relating to the amount
secured by the charge and the terms and conditions governing the charge.
secured by the charge and the terms and conditions governing the charge.
· An
analysis of the security available to a particular lender for its advances.
analysis of the security available to a particular lender for its advances.
· A
comparison of charges created in favour of a particular lender vis-à-vis other lenders.
comparison of charges created in favour of a particular lender vis-à-vis other lenders.
In
other words, it does not necessary mean verbatim reporting of the information
as made available but also supplemented by observations/comments by the person
who furnishes the Report. In nutshell, while providing search report the
following factor should be taken care by the professional:
other words, it does not necessary mean verbatim reporting of the information
as made available but also supplemented by observations/comments by the person
who furnishes the Report. In nutshell, while providing search report the
following factor should be taken care by the professional:
· The Search and Status Report should give exact details of
particulars of charges/modifications/ satisfactions as effected, filed and
registered from time to time.
particulars of charges/modifications/ satisfactions as effected, filed and
registered from time to time.
· Identify
those charges and modification of charges, which have been created in favour of
a particular lender.
those charges and modification of charges, which have been created in favour of
a particular lender.
· Take
the particulars of the documents creating the charge as specified in CHG-1 and CHG-9
under the Companies Act,2013 or Form 8 under the Companies Act,1956
the particulars of the documents creating the charge as specified in CHG-1 and CHG-9
under the Companies Act,2013 or Form 8 under the Companies Act,1956
· Ascertain as to whether the amount secured by the charge as per
the documents executed has been duly mentioned.
the documents executed has been duly mentioned.
· Ascertain
as to whether ‘properties’ offered as
security are mentioned as per the documents creating the charge and attached
with the Forms and verify whether they are as per the terms of Sanction.
as to whether ‘properties’ offered as
security are mentioned as per the documents creating the charge and attached
with the Forms and verify whether they are as per the terms of Sanction.
· Check
whether the terms and conditions governing the charge have been mentioned.
whether the terms and conditions governing the charge have been mentioned.
· Ascertain
whether the name of the lender is properly mentioned.
whether the name of the lender is properly mentioned.
· In case of modification of charge ascertain whether the names of documents effecting the modification are mentioned and whether the
particulars of modification are clearly mentioned.
particulars of modification are clearly mentioned.
· In case of charge, the particulars of documents attached with
forms, amount secured by the charge as per the documents and/or sanction
ticket, the properties/assets secured by the charge, the terms and conditions
governing the charge and the name of the lender is properly mentioned in the
relevant columns of Form CHG-1.
forms, amount secured by the charge as per the documents and/or sanction
ticket, the properties/assets secured by the charge, the terms and conditions
governing the charge and the name of the lender is properly mentioned in the
relevant columns of Form CHG-1.
Further,
a Search and Status Report should always be supported by expert observations on
the charges created by the borrower in respect of the subject lender. It is necessary to peruse the
observations/comments offered and the same should be read in conjunction with the Report.
The observations/comments of the experts/professional (company secretary in
practice) will certainly help to throw additional light on certain points which
would have missed the attention of the “lenders” when the Form CHG-1 was presented before
them for signature.
a Search and Status Report should always be supported by expert observations on
the charges created by the borrower in respect of the subject lender. It is necessary to peruse the
observations/comments offered and the same should be read in conjunction with the Report.
The observations/comments of the experts/professional (company secretary in
practice) will certainly help to throw additional light on certain points which
would have missed the attention of the “lenders” when the Form CHG-1 was presented before
them for signature.
(d) Compilation and Preparation of Search Report
Search Report
compiled on the basis of the scrutiny
of the above documents is, therefore, related
and restricted to only those documents
which are available for the inspection on the date(s)
when the search is carried
out.
compiled on the basis of the scrutiny
of the above documents is, therefore, related
and restricted to only those documents
which are available for the inspection on the date(s)
when the search is carried
out.
An
index of the charges is prepared at the website of MCA. This index provides,
charge ID, the date of filing of the document charge amount secured, name of
charge holder and its address. In order to view index of charges, it is
primarily necessary to quote CIN/FCRN of the company. This number will
primarily be available at the website of the
ministry.
index of the charges is prepared at the website of MCA. This index provides,
charge ID, the date of filing of the document charge amount secured, name of
charge holder and its address. In order to view index of charges, it is
primarily necessary to quote CIN/FCRN of the company. This number will
primarily be available at the website of the
ministry.
It is advisable to note down from the index, the short particulars of all Form CHG-1, 4, 9 for the purpose
of cross- checking and
ensuring that no document is missed in the Search Report.
of cross- checking and
ensuring that no document is missed in the Search Report.
Also,
it would be advisable to mention in the Search Report by way of a footnote as
to what was the last document which was available for inspection when the
scrutiny was taken/completed. This information can be helpful in identifying
the forms and based on which the Search Report is given.
it would be advisable to mention in the Search Report by way of a footnote as
to what was the last document which was available for inspection when the
scrutiny was taken/completed. This information can be helpful in identifying
the forms and based on which the Search Report is given.
(e) Format of Search Report and its
Preparation
Preparation
Some of the banks and financial
institutions insist that the Search
Report be given in their own format.
It would, therefore, be
advisable to know if any specific format is insisted upon by the client.
institutions insist that the Search
Report be given in their own format.
It would, therefore, be
advisable to know if any specific format is insisted upon by the client.
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