company law domain

Incorporation /Registration of a Company / Limited liability Partnership LLP

If you intends to start your own business or expend your business by forming a new company/LLP in India, then start its now, with the help of us.
We will make the compliances on behalf of the proposed company/LLP by filing of required forms with the Ministry of Corporate Affairs (MCA), Reserve bank of India (RBI) or any other statutory authorities.

Just provide us documents as mentioned in the checklist for incorporation/ formation/registration of new company/LLP.

Appointment of Director/ Designated Partner

Any Individual who wants to be appoint himself/herself in any existing company or LLP as director or designated partner, he/she can be appointed with the approval of Board of Directors (BOD)/ Shareholders of existing company by filing of prescribed forms with Registrar of Companies(ROC) after getting Director Identification Number(DIN)/ Designated Partner Identification Number (DPIN).

We will make the compliances on behalf of the director/ designated Partner by filing of required forms with the Ministry of Corporate Affairs (MCA), or any other statutory authorities.

Just provide us below mentioned information/ documents for Appointment of Director/ Designated Partner:-

(A) Director Identification Number (DIN)/ Designated Partner Identification Number (DPIN);- If doesn’t have then don’t worry, we will help you to get the same.

(B) Approval of (BOD)/ Shareholders of company by way of Certified True Copy of resolution passed at Board meeting &  General Meeting; 

(C) Any other relevant information/ document which we required at the time of appointment. (we will provide you a list via email in this regard)

Resignation/Cessation of Director:-

Sometimes, you feel that there is something wrong or illegal things happen in your company and you don’t want to be a part of it. In that case your one smart decision can save your life and reputation.

There are many provisions wherein if a management do misconduct or any illegal things then law comes heavily on that and directors may get lifetime imprisonment.

If you are a director in a company and these things is happening in your organisation, immediately contact us. We will help you to get relieve out of it and save you.

If a Director wants to make himself/herself free from all his duties, responsibilities or liabilities towards the company, they can do so by filing their resignation with the company after that intimate the same to the ROC.

Just Provide Us:-

(A) Resignation Letter

(B) Approval of BOD

(C) Any Other information required for the same.

Annual ROC return filing

In India, Every registered company is required to file their financials within the period of 60 days from the date of Annual General Meeting (AGM) with the ROC in Form AOC-4/AOC-4 (XBRL) and annual return within the period of 60 days from the AGM with the ROC in form MGT-7.

We will make the compliances on behalf of the company by filing of requisite/ appropriate forms with the Ministry of Corporate Affairs (MCA), or any other statutory authorities.

We needs/ or get ready at demand:

(A) Financials alongwith the auditor’s report

(B) Notice of AGM

(C) Board’s Report alongwith its annexures

(D) MGT-9, if applicable

(E) List of Shareholders

(F) Other relevant information related to filing.

E-Stamping of share certificates

If your company has issued share certificates than it is required to pay online the stamp duty on the share certificates within the period of 30 days from the date of issuance of share certificates.

Mandatorily Required:-

(A) Share Certificates

(B) Certificate of Incorporation(COI)

(C) Memorandum of Association (MOA) and Article of association(AOA)

(D) PAS -3 with receipt of payment filed to ROC (in case of further allotment)

(E) Any other documents/ information’s as required at that time. Contact us for

more details.

Right issue

Where a company want to induce capital funds from it’s existing shareholders, it may go for right issue. In simple words, If you intend to induce more capital in your company or want to issue fresh shares, then right issue of shares would be the best option for this. Right issue of shares is an option to you to raise funds by offering shares to existing

members in proportion to their existing shareholding.Mandatory Requirement for this:-

We needs:-

(A) Approval of BOD for right issue;

(B) Approval of BOD for allotment of shares;

(C) Issue of share certificates;

(D) Filing of prescribed forms with the ROC.

Increase in Authorized Capital

If you are facing obstacles in your business due to inadequacy of funds and you want to expand your business that you can go with the expansion of authorized capital of company. Before commencing the procedure for the increasing authorized share capital, verify the AOA of the company whether AOA is giving authorization for increase in authorized capital or not if not then first need to alter the AOA.
Mandatory Requirement for this:-
(A) Verify AOA of the Company;
(B) Approval of Shareholders;
(C) Other relevant information’s/ documents required at that time.

Secretarial Audit

Every listed company and a company belonging to the below mentioned class of companies :-

(a) Every public company having a paid-up share capital of fifty crore rupees or more

(b) Every public company having a turnover of two hundred fifty crore rupees or more.Shall annex with its Board Report a secretarial audit report given by a company secretary inpractice in prescribed format of form MR-3.

Secretarial Audit thus provides necessary comfort to the management, regulators and the stakeholders, as to the statutory compliance, good governance and the existence of proper and adequate systems and processes.

Benefits of Secretarial Audit:-

1) It helps the companies to build their corporate image.

2) Companies with an effective compliance management programme have lesser chance of receiving penalties, both monetary and by way of imprisonment.

3) Recognition for the company as a good corporate citizen.

 

Removal of disqualification of directors

If you have been disqualified u/s 164(2) of the Companies Act, 2013 due to non filing of financial statement and annual return with the Registrar of Companies for the continues period of 3 years or more years and disqualification has made you unable to appointment/ re-appointment in any company for the period of five years.

Consequences if disqualified Directors continue as Director in the existing companies:-

1) If disqualified directors signing the financials –Such financials shall be considered as void.

2) Any documents/resolutions signed by disqualified directors shall be considered as invalid/void.

3) Disqualified directors shall not be eligible to be re-appointed as a director of the company, who committed default u/s 164(2) of the companies act, 2013 or appointed in any company for a period of five years.

Documents required to remove director disqualification

Without the Condonation of delay scheme:

a. In case the company was in function(Active Company)

i. A petition to NCLT

ii. All the documents that are overdue under Section 403

iii. An e-CODS form on MCA 21 portal

b. In case the company was non-functional(Strike off Company)

i. A petition to the high court

ii. An e-CODS form on MCA 21 portal

iii. All the documents that are overdue under Section 403

If you want to remove this disqualification and want to complete your compliances then we the team of secretarial pro are here to help you.

 Digital Signature Certificate(DSC)

A Digital Signature Certificate (DSC) is a secure digital key that certifies the identity of the holder, issued by a Certifying Authority (CA). It typically contains your identity (name, email, country, APNIC account name and your public key). Digital Certificates use Public Key Infrastructure meaning data that has been digitally signed or encrypted by a private key can only be decrypted by its corresponding public key. A digital certificate is an electronic “credit card” that establishes your credentials when doing business or other transactions on the Web. 

Digital Signature is required if you intends to be became a part of any existing company or if you are planning to do business in India by forming your own Company. Further, Digital signature will help you to file the necessary forms and returns of your company with the concern authorities

FAQ’s

Incorporating a company through Simplified Proforma for Incorporating Company electronically (SPICe -INC-32), with eMoA (INC-33), eAOA (INC-34), is the default option and most companies are required to be incorporated through SPICe only.

Any foreign company can establish its place of business in India by filing eForm FC-1 (Information to be filed by foreign company).

Note: The eForm needs to be digitally signed by authorized representative of the foreign company. There is no need to apply and obtain DIN for Directors of a foreign company. However, it is mandatory to register the DSC of the authorized representative of the foreign company via associate DSC service available at MCA portal.

DIN is a unique Identification Number allotted to an individual who is appointed as a director of a company, upon making an application in form DIR-3 pursuant to section 153 & 154 of the Companies Act, 2013.

In respect of a new company an application for allotment of DIN shall be made only through SPICe eform at the time of its incorporation.

• High resolution photograph of the applicant to be affixed within the eForm

• PAN is mandatory in case of Indian national. So attested copy of PAN is mandatory for identity, name, father’s name and date of birth. Proof of father’s name is not required in the case of foreign nationals

• Attested copy of passport is mandatory as an identity proof in the case of foreign nationals.

• Duly attested present Address proof (not older than 2 months)

For Financial year 2018-19 – Any person who has been allotted “Director Identification Number (DIN/DPIN)” on or before 31st March 2018 and the status of such DIN is ‘Approved’, needs to file form DIR-3 KYC to update KYC details in the system on or before 15th September 2018.

For Financial year 2019-20 onwards – Every Director who has been allotted DIN on or before the end of the financial year, and whose DIN status is ‘Approved’, would be mandatorily required to file form DIR-3 KYC before 30th April of the immediately next financial year.

After expiry of the respective due dates, system will mark all non-compliant DINs against which DIR-3 KYC form has not been filed as ‘Deactivated due to non-filing of DIR-3 KYC’.

Name (as per PAN database), Father’s Name (as per PAN database), “Date of Birth (DOB)” (as per PAN database), PAN Number (mandatory for citizens of India),Personal Mobile number and Personal Email Address and Permanent/ Present address.

Further, Aadhaar is mandatory, if it is assigned. If not, then Voter ID or Passport or Driving Licence shall be attached. Accordingly, copy of any one of the above selected information is to be attached.

Yes. Any person who has been allotted DIN and where the status of such DIN is ‘Approved’, is required to file form DIR-3 KYC. Hence, disqualified directors are also required to file form DIR-3 KYC.

Secretarial Audit is an audit to check compliance of various legislations including the Companies Act and other corporate and economic laws applicable to the company.

The Secretarial Auditor expresses an opinion as to whether there exist adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Secretarial Audit helps to detect the instances of non-compliance and facilitates taking corrective measures. It audits the adherence of good corporate practices by the company.

It is therefore an independent and objective assurance intended to add value and improve operations of the Company. It helps to accomplish the organisation‟s objectives by bringing a systematic, disciplined approach to evaluate and improve effectiveness of risk management, control, and governance processes.

Secretarial Audit thus provides necessary comfort to the management, regulators and the stakeholders, as to the statutory compliance, good governance and the existence of proper and adequate systems and processes.

As per section 204(1) of Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following companies are required to obtain Secretarial Audit Report: –

-Every listed company; –

-Every public company having a paid-up share capital of fifty crore rupees or more; or

-Every public company having a turnover of two hundred fifty crore rupees or more.

Only a member of the Institute of Company Secretaries of India holding certificate of practice (company secretary in practice) can conduct Secretarial Audit and furnish the Secretarial Audit Report to the company. [Section 204(1) of Companies Act, 2013.