Empnalement with ROC for Technical Scrutiny of Balance Sheet

Circular Issued by: – Government of India, Ministry of Corporate Affairs, Office of Registrar of Companies.   Issued to: Local Chapter, ICAI/ICSI/ICWAI   Sub: - Panel for outsourcing of work of Technical Scrutiny of Balance Sheets. This office  (ROC Office) is in process of preparing  a panel of professionals for outsourcing the work of Technical scrutiny of Balance sheets filed with this office  as per the provisions of  the Companies Act, 1956 on the following terms and conditions:-   The fee payable per Balance Sheet for scrutiny of Balance Sheet and examining subsequent replies of the company will be as under: Companies with Paid up Capital Rs. 5 Cr – 50 Crores Rs. 2,500/- Companies with Paid up Capital Rs. 50 Cr – 250 Crores Rs. 5,000/- Companies with Paid up Capital Rs. 250 Cr – 500  Crores Rs. 7,500/- Companies with Paid up Capital above Rs. 500 Crores Rs.10, 000/-     Only the professionals in whole time practice for at least continuous period of one year experience  of Corporate Laws, Accounts, Accounting standards ,  Statutory audit of companies /Secretarial compliances certificates, maintenance  and/or examination of secretarial records, secretarial audit etc. as on the date of application are eligible to apply for his name in the panel  He shall also disclose a list of major assignments handled by him. The professional shall sign an agreement with the Registrar of Companies on case to case basis whenever a case is assigned to him.  A model agreement detailing the terms and conditions and task etc is enclosed as Annexure 1 to this letter. The professional shall also sign a declaration to maintain absolute integrity and secrecy in respect of any assignment under the agreement. The professional shall be required to take an oath of confidentiality and breach of this condition shall make the person concerned liable for penal action under IPC, Cr.PC or any other relevant provisions besides, action for breach of agreement. Scrutiny of Balance Sheet of a company will be assigned to a professional who is neither related to the subject company or its competitors or any of its related companies, holding or subsidiary companies or any of the companies, partnership concern or other sole proprietors in which any of the Directors or their relatives are interested as Directors, shareholders, partners or sole proprietors. The professional will be supplied with a copy of the Balance Sheet and any other required document for scrutiny in the office of ROC and he will be required to carry out his work in the office of ROC during office hours.  He will deliver his report and his working papers to the authorized officer before leaving the office of ROC. The professional will also help in examining/analyzing replies submitted by the company in response to the letters, notices regarding irregularities/ violations detected. Work of only Technical scrutiny will be outsourced to the professionals. Subsequent sovereign functions like issue of notices, investigation and filing prosecutions will remain with the ROC and his staff. The professional shall not sign or send any type of communication to the subject company.  The letters or notices shall be sent only by the ROC or his authorized officer(s).  The professional shall complete the scrutiny work and submit his report within the time prescribed by the ROC. Not more than two cases at a time shall be assigned to any professional in the panel. The ROC shall not be bound by the list of applicants sent by the NIRC and shall have full discretion to reject any of the application if not found suitable for the job. Inclusion of the name in the Panel shall not be a guarantee for any assignment. The ROC shall have full discretion for assignment of cases keeping into consideration the experience and profile of the professional in the panel. The panel shall be valid only for the financial year 2009-10. You are requested to give a wider publicity to the said process and send the names applications of interested member professionals to this office at the earliest.   Yours faithfully, Registrar of Companies,   MODEL AGREEMENT TO BE ENTERED BETWEEN THE REGISTRAR OF COMPANIES AND THE OUTSOURCING PROFESSIONALS ON CASE TO CASE BASIS. This agreement is made on this _______        day of ________     2009/2010 between the Registrar of Companies (herein after called ROC) and Sh._________ _________ _________ _________       CA/CS/ICWAI, Membership No________having      his        office at__________ _________ _________ ______ (hereinafter called Professional) for outsourcing of the work of Technical Scrutiny of the Balance Sheet as at ________   (date) and documents annexed there to of M/s.________ _________ _____      ( Company)  ____________ _________ _having  its Registered office at__________ _________ _________ _________ _____.   The Paid up capital of the company is Rs._________ _________ _as on the date of Balance Sheet as at  ( Date)  under on the following terms and conditions. 1.        The professional undertakes to have received the subject Balance Sheet and documents annexed thereto and other relevant documents from the ROC. 2.       The total fee payable is Rs………………………….….  The said fee shall be paid on completion of the Technical Scrutiny i.e., after sending the report to the office of Regional Director/MCA. 3.       The professionals shall submit his draft order under section 234(1) on behalf of ROC, pointing out the prima facie contraventions of the provisions of the Companies Act and irregularities, violations, secretarial non compliances, prima facie contraventions of the Companies Act, 1956 and further information to be called from the company and other observations on examination of the Balance Sheet and documents annexed there  to and other documents  being given to him by the ROC within  _______       working days from the date of this agreement. 4.       The professional shall be provided with a copy of the reply submitted by the company by the ROC and the professionals shall submit his observations, irregularities/ violations detected on examination of the reply of the company within _____ working days from the date of receipt. 5.       There shall be a penalty of 5% cut in fee for every one day of delay if the professional fails to submit his report within the time limit.  If the professional fails to deliver within maximum of 10 days the work shall be assigned to the other professional without any claim of fee to the professional and he shall not be assigned any such assignment in future. 6.       The ROC has sole discretion to withdraw the assignment if he is not satisfied with the quality of the service. 7.       The professional shall not sign any communication directly to the company or any of its Directors or shareholders or creditors.  All the letters or notices shall be sent and signed by the ROC or any of its authorized officers. 1)         The professional further declares that:- (a)        He shall maintain absolute integrity and secrecy in respect of the assignment under agreement. (b)       He takes an oath of confidentiality and breach of this condition will make him liable for penal action under IPC, Cr.PC or any other relevant provisions besides, action for breach of agreement. (c)        He is not related to the subject company, its holding or subsidiary company or any of its competitor or any other company, partnership concern or sole proprietor concern in which any of the Directors or their relatives is interested as Directors, partners or sole proprietors. (d)       He has not handled any assignments from the subject company in the last one year and he further undertakes to inform ROC before accepting any assignments from the subject company in the next one year on his own name or in the name of any of his partners. Signed on this day of ____________ _________ ____2009                                                                                                                            (Registrar of Companies) (Professional).