Compliances

Mandatory forms required to be filed for annual compliance (i.e. for annual filings pertaining to the financial year beginning from 1st April 2014) (Under Companies Act, 2013)

Form AOC-3/AOC-4/Schedule-III for financial statement (including consolidated statement for subsidiary companies) which needs to be filed within 30 days of AGM or when the AGM was due to be held). The financial statement should contain:

• a balance sheet as at the end of the financial year,
• a profit and loss account, cash flow statement,
• a statement of changes of equity, where applicable
• and any explanatory note annexed or forming part of the financial statement.

Report on AGM in Form No. MGT.15 must be sent within 30 days of AGM. The report must contain:

• Minutes of the meeting the day, date, hour and venue of the annual general meeting;
• confirmation with respect to appointment of Chairman of the meeting; number of members attending the meeting;
• confirmation of quorum;
• confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting;
• business transacted at the meeting and result thereof;
• particulars with respect to any adjournment, postponement of meeting, change in venue; and any other points relevant for inclusion in the report

Under Companies Act, 2013 compliance certificate has been replaced with secretarial audit report which has to be submitted along with the Board Report in Form No MR.3.

Form No MGT-7 (for annual return to be filed as on 31 March of the previous financial year) to be filed within 60 days of AGM with following attachments:

• Duly signed annual return
• List of directors
• List of shareholders
• List of transfers that took place during the year
• Requirement of employing a company secretary

Whole time company secretary is required to be employed by a listed company and any other public company if its paid-up capital is Rs. 5,00,00,000 (five crores) or more. A private company having its paid-up share capital worth 5,00,00,000 (five crores) or more must appoint a whole-time company secretary.

For a small company and a one person company, which does not have a company secretary, the annual report can be signed by the director(s) of the company. Under Companies Act, 2013 all listed companies and the following categories of companies must file a secretarial audit report which has to be submitted along with the Board Report in Form No MR.3 to the Registrar of Companies.

• a public company having a paid up capital of more than fifty crores or more, or,
• a public company having a turnover of two hundred fifty crores rupees or more

Requirement of audit

All companies are required to get their books of account audited. The report need to be prepared as per the accounting standards and according to Section 143 of the Companies Act, 2013.

Essential statutory registers / books to be maintained under Companies Act, 2013

In addition to the books of accounts, registers of certain particulars that are prescribed under the Companies Act must be maintained by a company. Although the list of particulars provided below is enormous, in practical situations, there is a large register which is divided into many sections, and each section contains the details of the individual items listed below.

A Company Secretary (even if he is a part-time company secretary) or accountant of the company may provide assistance in maintaining the registers.

Note that some of the registers will only have to be maintained if the situation is applicable. For example, a register of debenture holders (Entry viii below) will only have to be maintained if the company actually has issued debentures. A complete list is provided below:

• Books of Accounts
• Cost Records
• Proceedings of General & Board Meetings (Minutes)
• Register & Index of Members
• Register of Beneficial Owner
• Register of Charges
• Register of Contracts in which Directors are interested
• Register of Debenture holders
• Register of Directors and Key Managerial Personnel
• Register of Directors’ Shareholding.
• Register of Foreign Members
• Register of Inter Corporate Loans & Investments.
• Register of Investments not held by company in its own name
• Register of Renewed & Duplicate Share Certificates
• Register of Securities bought back
• Register of Security holders
• Register of loans, investments, guarantees and securities

We provide following legal support services to Indian limited companies to ensure compliance of the applicable provisions of the law.

• Maintaining registers and records under the Companies Act [On retainership basis]
• Annual Returns Certification under the Companies Act
• Certification of ROC e-forms
• Annual filings with ROC
• Registration of charge over assets of company (secured loans) under the Companies Act
• Transfer and Transmission of shares
• Consolidation / sub-division of shares
• Issue of duplicate share certificates
• Change of name
• Change of registered office
• Change of object clause of memorandum of association
• Increase of authorised share capital
• Change of articles of association
• Appointment and resignation of directors , additional directors , alternate directors , nominee directors
• Change of auditor
• Holding actual board meetings or committee meetings
• Holding actual general meeting of shareholders
• Appointment of Managing Director, whole Time Director or manager
• Payment of remuneration to directors
• Payment of remuneration to relatives of directors
• Loan to directors
• Transactions with directors , relatives of directors , other entities (firm, limited company, HUF, trust) wherein directors are interested
• Conversion of private limited to public limited
• Accepting deposits / borrowings (unsecured loans)
• Removal of director
• Removal of auditor
• Payment of dividend
• Transfer of funds to Investor Education and Protection Fund