Consultancy on Company Law Matters
@ Companies Form our advisory team aim to ensure compliance with relevant regulation while ensuring that the business needs of the clients are taken care in structuring the compliance functions.
These are the days of increasing complexity due to Legal Laws Inbound & Outbound & the changing laws that makes it critical for the Company to structure & mitigate its tax & compliance functions. Hence Company Legal Compliance is now viewed as a separate service function in the Organization due to its importance & requirement to comply.
We help firms interpret and comply with the rules and regulations in order for them to continue to operate in their chosen sectors. The Consultation under Companies Act not only covers guidance and/or assistance with interpretation pertaining to Company Law Consultancy Services offered by us include.
1. Secretarial Compliance Practice
Efficient secretarial services are essential for handling the numerous management tasks such as organizing documents, gathering information, keeping track of deadlines, analyzing reports, etc. Our services include:
Updating on the latest Companies Act, 2013 Amendments
Compliances on Board Meetings / Share Transfers / Change in Directorship / Share Allotment / Special Board Resolutions / Amendments in the Memorandum and Articles of Association / DIN Approval
Maintaining Statutory Books and Registers
Filing Statutory Forms and Annual Returns
Organizing the Certification and Attestation of Forms and Documents
Any Other Compliances under Companies Act, 2013 & Any Other Secretarial Matters as per request from Time to Time
Organizing and conducting Board Meetings via Video Conferencing for Companies and circulating minutes.
Organizing Annual General Meetings and Proxy Management Services for Companies.
Organizing Postal ballot and e-ballot services and working as scrutinizers for certifying the voting results.
Advisory services to the Directors of the companies on phone calls, Video calls, by e-mails or in meetings.
Charge filings and Search Reports for lending banks and Financial Institutions from Registrar of Companies).
Conducting due diligence on a company or generating any other specific search reports in respect of the companies from the records available with the regulatory authorities (Registrar of Companies).
Support and Advisory services for implementation of Corporate Social Responsibility in compliance with the provisions of the Companies Act 2013.
Drafting Director’s Report and Board Evaluation Statement as required under the provisions of the Companies Act, 2013.
Procedural filings with the regulatory authority (Registrar of Companies) on behalf of Indian and Foreign companies operating as a Branch office in India.
Advisory Services on the constitution of Board of Directors, Independent Directors, Women Directors, Small Shareholders Directors, Audit Committee, Remuneration and Grievance Committee.
2. Annual Returns under the Company Law
Annual return is an important document, designed to provide information to stakeholders about the company, promoters, members, meetings and remuneration of directors and key managerial persons (KMP).
The intention of legislation under Companies Act, 2013 is to improve corporate governance and empower shareholders. The Act has incorporated a framework which is based on self-regulation but with enhanced disclosures and accountability on the part of companies and their managements.
Section 159,160,161,162 & Schedule V deals with the Annual Return & related provisions under Companies Act,1956. But in Companies Act, 2013 all these sections are combined together in one Section namely – 92.
Preparation of Annual Return:
Every company shall prepare a return (hereinafter referred to as the annual return) in
Form No.MGT-7 containing the particulars as they stood on the close of the financial year.
3. Particulars of Company Annual Return:
Its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
Shares, debentures and other securities and shareholding pattern;
The members and debenture-holders of the Company along with changes therein since the close of the previous financial year;
The promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
Meetings of members or a class thereof, Board and its various committees along with attendance details;
Remuneration of directors and key managerial personnel;
Penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
Matters relating to certification of compliances, disclosures as may be prescribed;
Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and such other matters as may be prescribed.
4. Contents / Documents needed to prepare Annual Returns
Memorandum & Article of Association
Minutes of the Meetings
Register of Members
Register of Directors
Register of Director Shareholding
Register of Key Managerial Personnel
Register of Related Party Contracts
Register of Loan and Investment
Register of Charge
Register of Securities
Attendance Sheet of the all Meetings
Forms & receipts filed with the Registrar of Companies
Indebtedness Certificate signed by Company Secretary/ CFO of the Company.
Latest Audited Financial Statement
Copy of Notice of Annual General Meeting
List of Shareholders as on 1st April and 31st March
List of Share Transfers during the Financial Year.
Any orders received by the company from the High court or from any other regulatory body
List of Promoters