Pattanam,Coimbatore

+ 91 9842480987

prakashac8@gmail.com

image

Corporate Compliances

Registered office change:

Shifting of Registered office of the company may be required from time to time in order to have potential and incredible market for the company. A company can change its registered office as and when required. Different steps have to follow in spite of changes in local limits, one district to other district, one ROC to ROC or from one State to other State.

The procedure for shifting of Register Office varies based on the jurisdiction of shifting

  • Shifting of registered office from one place to another place within the limits of the same city, town or village

  • Shifting of registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies

  • Shifting of registered office to a place from the jurisdiction of one Registrar to that of another Registrar within the same State

  • Shifting of registered office from one State to another State


Procedure for shifting of registered office from one place to another place within the limits of the same city, town or village

Calling a Board Meeting: According to Provisions of Section 173 (3) of the companies Act, 2013 issue a seven days prior notice for convening meeting of Board of Director. Pass a board resolution for change in situation of registered office of the Company within the limits of the same city, town or village .per section 12(4), a company has to intimate change of registered office within fifteen days in prescribed form.


Procedure for shifting of registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies

Convene a Board Meeting: According to Provisions of Section 173 (3) of the companies Act, 2013 issue a seven days’ notice for convening a meeting of Board of Director. To get in principal approval of Directors for shifting of registered office of the company within the same state under the same ROC and to fix date, time and place to conduct General Meeting and to Draft Notice, Explanatory statement.

Read More

Holding EGM: As per Section 12(5) (a) of the companies Act, 2013 pass a special resolution for Shifting of registered office. File necessary forms with ROC.


Procedure for shifting of registered office to a place from the jurisdiction of one Registrar to that of another Registrar within the same State

Convene a Board Meeting: According to Provisions of Section 173 (3) of the companies Act, 2013 issue a seven days’ notice for convening a meeting of Board of Director. To get in principal approval of Directors for change of registered office of the company within the same state from the jurisdiction of one ROC to that of another ROC and to fix date, time and place to conduct General Meeting and to Draft Notice, Explanatory statement.

Convene General Meeting and after approval by shareholders for shifting. The Resolution passed in favour of shifting has to be filed through the respective e-form with Registrar.

Publish a notice mentioning the details of shifting within one week from the filing of Resolution in at least one daily newspaper and one English newspaper in which the registered office of the company is situated. Make an application before the Regionaldirector for approval. The notice published in News Paper has to be attached to the form filed with Regional Director that should be 30 days prior to that of filing application with Regional Director.

After the approval of Regional Director, Intimate the same with Register of Companies in prescribed from and file respective form for shifting of Register office With ROC Concerned.


Procedure for shifting of registered office from one State to another State

As per section 13(4) of companies Act, 2013 change of registered office from one state to other requires approval of Regional Director.

  • Pass resolution of Board of Directors for approving the shifting of registered office of the company from one state to another and authorising one or more of the Directors to do all necessary acts in this regard and calling General meeting for getting approval and to approve Notice and explanatory statement.
  • Hold a General Meeting for getting shareholders’ approval for shifting of registered office. The Resolution has to be filed with the Registrar. Publish a notice mentioning the details of shifting within one week from the filing of Resolution in at least one daily newspaper and one English newspaper in which the registered office of the company is situated. An Application to Regional Director with requisites documents has to be filed for getting approval for shifting of registered office from one state to other state. The shifting of registered office from one state to other state shall not be allowed if there is any prosecution or any enquiry against the company. After approval of shifting by the Regional Director. File the approval copy with Registrar (ROC) and file the respective form for shifting of Register office with the Registrar (ROC).
image

Object change

Memorandum of Association of the company is the charter of the company and defines the scope of the company and its activities. Change of object of the company requires Alteration of Memorandum. The memorandum can be altered by way of resolution as per section 13 of Companies Act, 2013.

Procedure For Change Of Object Of The Company

Convene a Board Meeting: A seven days prior notice should be given to hold a Board meeting. To get in principal approval of directors to change the object and fix date, time and place to hold General Meeting and to draft Notice and explanatory statement for the General Meeting.

Holding of General Meeting: To pass the necessary Special Resolution under section 13 of the companies Act, 2013 for change of object clause of the company, After approval by Shareholders, We Company law expert will file necessary documents and forms and assistyou getting the approval from Registrar of Companies as per the applicable standards.

image

Name Change

Change in name of the company involves alteration of Memorandum of Association. The memorandum can be altered by way of resolution as per section 13 of Companies Act, 2013.

A company may by a special resolution change its name subject to the name approval of Registrar of companies and Central Government

A company should not accepted deposits and the company should not default in filing of Annual Returns with Registrar of Companies.

Procedure For Change Of Name Of The Company

Board Meeting and Filing of Name: We assists you in preparing Notice calling Board meeting. The Notice should be issued to all directors at least 7 days before the meeting and the resolution passed by the board for finalizing the names and authorise a director to make application to ROC.

Apply for name availability with Register of Companies.

Call General Meeting by giving at least 21 days’ notice along with the explanatory statement..

After approval in the General Meeting, File the Resolution along with Re drafted MOA and AOA with ROC, after due approval of the same, file the respective form for giving effect to the name change.

image

Authorised Share Capital Increase

A company may increase its share capital anytime when and where the requirement arise. Authorised capital can be increased by way of passing Ordinary resolution and payment of stamp duty to the government

Usually, Nominal Capital or the authorised Capital means the maximum capital amount of the company. It can distribute to its shareholders and members. Moreover, the companies are registering small amount as their authorised capital. Meanwhile, the development of the company and the request from the investor, lender or the customer request are the conditions to increase the company the authorized. To increase the company’s authorised capital the changes and modifications on Memorandum of association, Article of Association (these two documents contain detail of the capital amount at the beginning of company’s commencement) and other charted documents.

Steps:

  • Calling of Board Meeting: To get in principal approval of directors for increase in authorised share capital and issue Notice and explanatory statement as per section 102(1) of the companies Act, 2013.
  • Hold a General Meeting and pass a ordinary resolution as per section 61(1)(a) of the companies Act, 2013. File the respective Forms with the Registrar (ROC).
  • The company should arrange the extraordinary general meeting to get positive response from the investors.
  • In this meeting all the shareholders call for this meeting. Suppose if any deceased shareholder, his representative may attend on that person’s behalf.
  • All auditors and directors need to be attending this meeting without any fail.
  • To arrange such meeting the company should get 95% voting from the company members.
  • It is mandatory to pass special resolution on every changes going to amend
  • This meeting held with clear agenda, it denotes clear statement of resolution on altering Memorandum of Association and Article of Association for the purpose of increase the share capital.
  • Form MGT-14 comes with the explanatory statement on the modifications.
  • It should be file along with the ROC with the new resolutions and agreements.
  • This form should be file from 30 days of new resolutions passed.
  • If the company fail to register this form it may face the punishment and penalty fee five lakhs to 25 lakhs for this offenc
Read More

Filing e-form SH-7:

This is the prescribed form allotted to convert a new capital share of a company. Through this form not only the capital share but also the conversion of debenture and loan can use this form within 30 days of time period. Later, these modifications can electronically updating on the Ministry of Corporate Affairs portal.

  • The altering copies have to be filed with registrar with in fifteen days of time. After modify the MOA and AOA these also need to submit within 30 days of time.
  • Lacking of the above mentioned copies submission, to the registrar is considering as the offence. The fine fee thousand rupees for a day it’s delaying it may extendable up to 5 lakhs.
image

Issue and Allotment of shares

As per the view of law, the registered company has the right to issue share with certain perspectives. For Private Limited Companies, can issue their under the ways of “rights issue”, “Private placement” and “Bonus issue”. Public Limited Companies has the solo right to issue shares via Public issue.

Paid up capital can be increased by way of Board Resolution after the receipt of Subscription amount by the subscribers.Paid up capital should be increased within 60 days from the receipt date of receipt of amount from subscribers

Paid up capital can be increased by way of Board Resolution after the receipt of Subscription amount by the subscribers.Paid up capital should be increased within 60 days from the receipt date of receipt of amount from subscribers

  • Private Placement / Preferential offer
  • Rights Issue
image

Private Placement of Securities

Private placement can be done as per section 62(1)(c) and section 42 of companies act 2013 and the procedure is as follows

Private placement means any offer or invitation to subscribers or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer cum application, which satisfies the conditions specified in Companies act 2013.

A private Placement can be made only to a select group of persons who have been identified by the Board which is known as “identified persons”, whose number shall not exceed fifty or higher number as may be prescriber by Central Government

No company issuing securities under this section shall release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large about such an issue

No fresh offer or invitation under this section shall be made unless the allotments with respect to any offer or invitation made earlier have been completed or that offer or invitation has been withdrawn or abandoned by the company.

image

Further Issue of Share Capital on Right Basis

Issue of shares on Right Basis means further shares to be offered to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paidup share capital on those shares by sending a offer letter.

Issue can be made by giving a 15 days notice not exceeding 30 days to the existing share holders, within which the offer if not accepted shall be deemed to have been declined. Unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person.

The steps to allotment of shares are as follows:

  • Convene a Board meeting to Draft a letter of offer and issue the offer letter to all existing share holders. The offer letter should be open for minimum 15 days and maximum of 30 days and pass a board resolution for issue of rights shares and approval of letter of offer.
  • Hold a Board Meeting to approve issue of shares by rights issue.

Transfer and Transmission of shares:

A transmission of interest in shares of a company, of a deceased member of the company, made by the legal representative of a deceased member shall be considered as transmission of shares by operation of law. This transmission will be registered by a company in the Register of Members.

Read More

In case of Transmission of shares by operation of law it is not necessary to execute and submit transfer deed. A simple application to the company by a legal representative along with the following necessary evidences is sufficient:— a. Certified copy of death certificate; b. Succession certificate; c. Probate; d. Specimen signature of the successor.

Transfer of shares is transferring existing member shares to new member or existing member by way of Instrument for Transfer of shares which is compulsory. As per section 56 the company shall not register a transfer of shares unless the member provides a proper application to the company in transfer deed in FORM NO SH 4.

Issue of Sweat Equity Shares:

Issue of shares to employees is known as Sweat Equity shares. A company may reward their employees by issue of sweat equity shares, which are issued by the company to employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called

The rights, limitations, restrictions and provisions applicable to equity shares shall be applicable to sweat equity shares and holders of such shares shall rank paripasu with other equity shareholders.

Sweat Equity shares can be issued by passing Special Resolution in General body meeting and the approval for the issue could be taken through Postal Ballot by the approval Board meeting.

Read More

Issue of Bonus shares:

A company may issue fully paid up bonus shares out of its Free Reserves / Securities premium account / Capital redemption reserve account.

Bonus shares could not be made by capitalizing reserves by the revaluation of assets and shall not issue shares in lieu of dividend

A company cannot issue bonus shares if its defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it and should not defaulted in respect statutory dues of the employees and there should not partly paid up shares.

Bonus shares can be issued only if it is authorised by Articles of the company, if not first need to update Articles and then Bonus shares can be issued to its members by approval in General meeting.

Issue of Debenture:

A company may issue debentures with an option to convert into shares, wholly or partly, at the time of redemption but cannot issue debentures with voting rights. Such issue has to be approved by a special resolution passed at a general meeting. There is no need to obtain the approval of the general meeting for issue of non-convertible debentures. A company may issue secured debentures subject to such terms and conditions as prescribed by the central government.

A secured debenture may be made if the date of redemption shall not exceed ten years from the date of issue. If a company issues non convertible debentures or partially convertible debentures is required to create from out of its profits Debenture Redemption reserve.

Debenture shall be issue by way of approval by members in General Meeting. The special resolution can also be passed by way of postal ballot process where the number of members is more than two hundred.

image

Registration of charge & satisfaction of charge

Being a successful Promoter and Stronger Business personality is quite not possible with surplus of funds to protect, build, expand and develop your business and products. Immense investment is needed to meet various needs of business, there is need to get loans / credits from banks and other financial institutions. Every company which gets loan/credit facility should register its loan amount by way of creation of charge with requisite documents to registrar of companies. In the same way when the company repay the loans it should report to registrar of companies by way of satisfaction of charges.

Steps for Registration of charge and satisfaction of charge.

  • Convene a Board Meeting: To getin principal approval from board of directors to get loan and as per section 77 it shall be the duty of the company to register the particulars of charge instrument signed by both company and the charge holder. The company should file requisite forms with registrar of companies within 30 days. If the filing is not done in 30 days from date creation of instrument. It may filed within 270 days from the last date i.e 30 days, along with the prescribed additional fee, If the Registrar of Companies is satisfied with the reason for the delay.
  • Read More
  • The Company shall give intimation to the Registrar on payment or satisfaction in full of any charge registered under this chapter within 30 days from the date of such payment or satisfaction. The company should file requisite forms along with satisfaction letter from financial institution with registrar of companies within 30 days as per section 77 of companies act, 2013.
image

Conversion of a - OPC to Private limited to Public etc.,

Steps to convert Public Limited to Private Limited:

Calling a board meeting: As per section 173(3) of the companies Act, 2013 issue a notice for convene a board meeting.

Read More

Hold a Board Meeting: The main purpose of the meeting is to getin principal approval of the Board of Director for conversation and to alter the articles of association which is subject to the approval of Central Government. To fix, date and time for holding extra ordinary general meeting to get approval of shareholders and draft, approve, issue Notice along with explanatory statement as per section 102(1) of companies, Act 2013.

Hold a Extra ordinary General Meeting: Hold an EGM on the date fixed in Notice to get approval from shareholders for conversation of public limited to private limited along with the Alteration of Articles of Association under section 14. After the EGM, a few e-forms needs to be filed by the company to the registrar of companies at different stages and there is also a post conversation formalities like intimating many concerned authorities like Sales tax, Excise, PAN Change, updating Bank records etc.,

Steps to convert Private Limited to Public Limited:

Section 14 of Companies Act 2013 read with section 18 of company’s act 2013 an existing Private company can be converted into public limited company by the following procedures.

Read More

Convene a board meeting: As per section 173(3) of the companies Act, 2013 issue a notice for convene a board meeting. At least 7 days’ notice should be given to conduct a board meeting. The main purpose of the meeting is to get in principal approval of the Board of Director for conversation and to alter the articles of association which is subject to the approval of Registrar of Companies. To fix, date and time for holding General Meeting to get approval of shareholders and draft, approve, issue Notice along with explanatory statement as per section 102(1) of companies, Act 2013.

Hold a Extra ordinary General Meeting Hold an EGM on the date fixed in Notice to get approval from shareholders for conversation of public limited to private limited along with the Alteration of Articles of Association under section 14.

After the EGM, a few e-forms needs to be filed by the company to the registrar of companies at different stages and there is also a post conversation formalities like intimating many concerned authorities like Sales tax, Excise, PAN Change, Increasing capital of the company, updating Bank records etc.,

Either for conversation of public limited to Private Limited or Private Limited to Public Limited An application to be filed by the company for effecting the conversation in requisite form with Registrar of companies as per Rule 33 of Companies (Incorporation) Rules, 2014.

Steps To Convert Opc To Private Company:

There is two types of conversation i.e Voluntary conversion of OPC to Private / Public Limited and Compulsory Conversion of OPC to Private / Public Limited

Read More

Voluntary conversion of OPC to Private Limited or Public Limited:

An OPC incorporated under companies Act, 2013 cannot convert its company to Private voluntarily before the expiry of Two years from the date of Incorporation.

After two years from the date of Incorporation of OPC can convert to Private/Public Limited by making an application to Registrar of Companies as per Section 18 and Rule 7(4) of Companies Act. 2013.

Compulsory Conversion of OPC to Private / Public Limited and Vice Versa:

As per the Rule 7(4) of the Companies (Incorporation) Rules, 2014 When a One Person Company has a paid-up capital more or equal to Rs. 50 lakhs or the Annual turnover for the relevant financial year exceeds Rs. 2 crore, then in such conditions, the company has to compulsorily convert itself into Private Limited Company or Public Limited Company.

As per Section 173(3) call for board meeting to get Approval of Board of Directors for Conversation of Private / Public Limited Company to OPC or Vice versa. The conversation of OPC to Private / Public Limited and Vice Versa will take place by passing a special resolution in Extra ordinary General Meeting, But in case of OPC - only one member, practical possibility of pass a special resolution is not there, instead if he records the same in minutes with his signature that will be sufficient. After recording in minutes, the company has to file the respective e-forms as per companies Act, 2013 to get conversation effected.

1. Procedure for appointment of auditors by companies & Reappointment.

Apart from the government companies, the first auditor should be appointed by the board of directors of the company. Within thirty days of incorporation, the company should appoint its auditor until the first annual general meeting. If they fail to appoint the auditor, the period may extend up to 90 days.

Read More

    Procedure for appoint an auditor:

  • There is no need to file any ROC form for appointing first auditor of the company. The appointed auditor must continue until the first annual general meeting of the company.
  • In the initial annual general meeting, the company may continue the same auditor or if may appoint another auditor for their firm.
  • The same person or the second auditor will continue until the completion of 6th annual general meeting of the company.
  • Commonly, 5 years to two consecutive part 10 years applicable for appointment of auditor in a firm.
  • But both these provisions are not applicable for small level companies and One Person Company.
  • Meanwhile, the appointment board of the company must express their intention to appoint him/ her as their company auditor. Obtaining consent and certificates from the auditor, is taking for board meeting for approval.
  • And this appointment and filing ROC from ADT-1 are important processes. In the tenure of 5 years or 10 years of the rectification should be filed from the shareholders at every annual general meeting of the company.

    Re-appointment of the Auditor:

    Generally, after the 5 years of period, the company may re-appoint the same auditor from below conditions:

  • He is qualified for the re-appointment of auditor of the company
  • He is not showing any unwillingness foe re-appointment through a written notice
  • Not any resolution pass the meeting relating for appointment of some other auditor

2. Procedure for removal of director by company

The removing power of any director of the company is deciding by the shareholders of the company. Shareholders can remove any director before the time of the director’s tenure. Generally, they can pass an ordinary resolution in their meeting regarding the removal of a director. It is not taken away from the formal documents MOA, AOA or any other agreement.

Read More

Chances of removing a director:

  • If the director who fails to attend the 12 months of general meeting of the company with ignoring proper notice.
  • Otherwise the removal of the director is determined by the less voting of the board members of the company.

Procedure of removal of a director:

  • A special notice is preparing on the intention of removing a director of the company.
  • This process must cover approval from all the directors of the company, before fourteen days of general meeting which is going to be held.
  • On the day of general meeting this notion is serving as the crucial decision of the company. As the same manner of the notice the resolution of removal on director also followed.
  • There is no compulsion to present the resolution with explanatory statement.
  • Suppose, the company not able to cover this intimation to all the directors of the company, they can publish through advertisement of a newspaper and websites too.
  • It should be published before 7 days of the general meeting. This prescribed copy should send for the concerned director following as similar as other directors.
  • By having this notice, the director has the right to be heard on the resolution of the meeting.
  • The director who is needed to remove can make a statement against his removal. And he has the right to represent the statement before the members of the company. At the same time the company do not ignore such statements. And the company should accept the notice against the removal.
  • The received notice moved to the general meeting of the company. Copy of the received notice along with removal notice of the copy is send to all the members of the company.
  • If the copy too late receives the concerned director’s statement, the company should arrange the separate meeting and read the representing statement of the director. Or the concerned director allowed for summarising his oral statement in that meeting.

ROC filing process:

  • Moreover, passing resolution should file with ROC. This ROC particularly prescribed in the e-form of MGT-14 within 30 days of passing the director removal resolution.
  • If the passing resolution is not registered with in the denoted period, the company may face huge amount of fine fee.
  • It may depend upon delaying days of registration of ROC. As per law, the punishable fee not less than five lakhs and not more than 25 lakhs.

Appointment of Casual vacancy for Director Position:

  • It is the common thing to fill the position of Director, who is going to remove from the company. It is calling as the “Casual Vacancy”.
  • By having the special notice, a new director will appoint through the general meeting.
  • Then the director continues his position as usual until his removal.
  • For adding new director to a company is requiring filing the e-form DIR12
  • It need to file Within 30 days of passing resolution in the general meeting.
  • If the company fail to file the form within 300 days from passing the resolution, they may face huge fine amount. They need to pay 12 times of fee along with the actual fee.

3. Procedure for appointment and resignation of director.

Every company has allowed appointing individual to act as the director of a company. For one Person, it is mandatory to appoint single individual as the director. For private Limited Companies minimum 2 individuals and 3 members for public limited companies determined as the minimum level of directors to operate the company. At the same time 15 members are requiring as the maximum number of directors. For adding more this volume, the company should pass special resolution in their general meeting.

Read More

Procedure of appointment:

  • Beyond all, one of the directors of the company must reside in India. Minimum of 182 days living is requiring from the previous year.
  • Most of the company directors are chose by the shareholders of the company.
  • Other than that Private Limited Companies appointing its directors by drafting the article of association.
  • Women director is mandatory requirement for the paid up capital which cross the volume of 100 and more than 100 crores, and the turn over which exceed the limit of 300 crores and more.
  • Getting Director Identification Number (DIN) is one of the necessary needs for director appointment in a company. If the appointed person does not have this number, then it should be apply.
  • Additionally, the board meeting conducted and pass the resolution on director appointment.
  • Letter of appointment is issuing to the individual along the filing of DIR-12 and written consent.

Resignation of a director:

  • First of all, the resignation of the individual director is not controllable one, it must accepted by the members of the board.
  • Director who is in the intention to resign, send a written statement subject to his resignation.
  • As per this notice, the resignation of the director received by the company. From that date of issuing resignation will be an effective one.
  • By filing process ofDIR-11, the resignation of the director is intimating to the specified registrar.
  • For Non-Residential directors specified authorised person can file this DIR-11 on the behalf of the Non-resident director.
  • Normally, a company secretariat or other resident director of the company is categorizes as the authorising persons for this process.
  • After issuing this resignation, the director may somewhat liable for, if any offence occurring in the tenure of his directorship.
  • The company may notify the resignation through the company meeting.
  • Else it will be not a compulsive one. At the same time, the members of the board must intimate about this resignation.
  • Specifically, the form DIR-12 submission is important one in the resignation time.
  • Along with this form additionally the copy of resignation and evidence of cessation are submitted to the registrar with in the 30 days of time from the resignation intimated to the company.