Company Compliance

Add Directors

First Directors or Designated Partners are named in the Articles of Association of the Company. Except first directors, every time the directors of the company are appointed by members during General Meeting. A person can be appointed as additional director of the company if company needs to appoint a director in a meeting other than General Meeting. Every Private Limited Company or LLP must have minimum two directors or designated partners respectively. A Public Limited Company, however must have minimum three directors. Companies may require appointment or removal of directors due to various reasons.

Appointment or removal of Directors of a Private or Public Limited Companies is governed by the Companies Act, 2013 whereas appointment of Designated Partners is governed by Limited Liability Partnership Act, 2008. For appointment of Director a Directors Identification Number (DIN) is required. Same way for appointment of Designated Partner in LLP, Designated Partner Identification Number (DPIN) is required. For removal of Director or Designated Partner, the Company or LLP should make sure that after the removal it is not short of minimum required number.

Registered Office Change

Registered Office of a Company is the place where Company receives all its official correspondence. The Registered office of Company is situated within the jurisdiction of a particular Registrar of Companies (ROC). Companies may decide to shift Registered Office of their Company because of different reasons. If the Registered Office of the Company is shifted from one place to another within same town, city or village, the Company needs to give a notice of such shift in 30 days after change. Company may also shift their Registered Office from one town, city or village to another town, city or village within the same state. Here the Company has to pass a Special Resolution to the effect and file the same with the Registrar of Companies. For shifting of Registered Office of the Company from one state to another, permission of NCLT and Special Resolution is required.

Formalities of shifting of Registered Office in all three scenarios are different depending on the new address of the Registered Office. AAVANA can help you to shift your Registered Office of the Company in all three scenarios.

Increase Authorized Capital

Authorized Capital is the maximum amount for which a company issue shares. Companies have to pay fees to Government depending on Authorized Capital. Minimum Authorized Capital of any Private Limited Company can be Rs. 1 Lakh and for a Public Limited Company Rs. 5 lakh. Company may require increase in Authorized Capital for introducing more capital to it.

For increasing the Authorized Capital, the company has to pay Stamp Duty to the State Government and the ROC Fees. The Stamp Duty amount varies from state to state. Amount of ROC Fees and Stamp Duty depends on incremental amount of authorized Capital and State in which the Registered Office of the company is situated.

Registration Charge

All Companies borrow money for their business. When Companies borrows loan they offer security to the lender. The lender may be a Bank, NBFC etc. Company gives security to the lender by way of mortgage of tangible or intangible property owned by Company or someone else. The property may be situated within India or outside India. It is the duty of Company creating charge to register the charge with the Registrar of Companies within thirty days of its creation. The Registrar of Companies may condone the delay beyond thirty days if he is satisfied that Company had sufficient cause for not filing charge within thirty days. Condonation of delay may be done on payment of extra fees. However, if the delay in Registration of Charge is beyond three hundred days, the Registrar of Company will not grant permission to register the charge unless the delay is condoned by the Central Government. It is therefore very important to register charge within the time limit.

Company Annual Filings

Every Private Limited Company is required to file Annual Return with the Registrar of Companies in 60 days of holding Annual General Meeting (AGM). It’s not the Annual Return only which is to be filed after the AGM. The Company has to file its Balance Sheet and Profit & Loss Account also. The Balance Sheet and Profit & Loss Account are to be filed within 30 days of holding the AGM. It is always advisable to file the Annual Returns, Profit & Loss Account and Balance Sheet on time as heavy penalties for late filing of returns are provided by Companies Act, 2013.

Document Inspection

Search or inspection of public documents with ROC is emphasized by many banks and corporate now days. The documents which are filed with ROC are available for viewing by general public. Every person doing inspection of public documents may have different requirements. Banks, for example, may need details of Registered Office, Capital Structure, List of Directors, List of Share Holders, details of changes in registered office, List of Registered Charges etc. Share Holders of a company may also need information like history of the company or list of directors of the company. Customers or Suppliers of the Company may want information like financial position of the company etc.

So the Search Reports or Inspection Reports of Public Documents of a Company serves purposes of stake holders on making decision on investment, loan advances, control, and management or to enter into a contract with the Company.

Change of Name

Company’s name is considered as the identity of Company. A Company can decide to change name for various reasons. To understand change of name procedure of the company first we need to understand clauses of Memorandum of Association. Memorandum of Association of a Company has five important clauses, a) Name Clause b) Registered Office Clause c) Object Clause d) Liability Clause e) Share Capital Clause. Change of name of company means alteration of Name Clause of Memorandum of Association. Section 13 of Companies Act, 2013 deals with alteration of Name Clause of Memorandum of Association. Any clause of Memorandum of Association can be changed only with the approval of its Share Holders by passing a Special Resolution. Therefore company needs to call an Extra-ordinary General Meeting to give effect to alteration of its Name Clause.

Change Object

Company’s object represents the nature of business which company is doing. A Company can decide to change object for various reasons. To understand change of object procedure of the company first a person need to understand clauses of Memorandum of Association. Memorandum of Association of a Company has five important clauses, a) Name Clause b) Registered Office Clause c) Object Clause d) Liability Clause e) Share Capital Clause. Change of object of company means alteration of Object Clause of Memorandum of Association. Section 13 of Companies Act, 2013 deals with alteration of Object Clause of Memorandum of Association. Any clause of Memorandum of Association can be changed only with the approval of its Share Holders by passing a Special Resolution. Therefore company needs to call an Extra-ordinary General Meeting to give effect to alteration of its Object Clause.

Remove Directors

First Directors or Designated Partners are named in the Articles of Association of the Company. Except first directors, every time the directors of the company are appointed by members during General Meeting. A person can be appointed as additional director of the company if company needs to appoint a director in a meeting other than General Meeting. Every Private Limited Company must have minimum two directors. A Public Limited Company however must have minimum three directors. Companies may require appointment or removal of directors due to various reasons.

Appointment or removal of Directors of a Private or Public Limited Companies is governed by the Companies Act, 2013. For appointment of Director a Directors Identification Number (DIN) is required. For removal of Director or Designated Partner, the Company or LLP should make sure that after the removal it is not short of minimum required number. The resigning Director must ensure that they file Form DIR – 11 in their personal capacity to inform the Registrar of Companies about his/her removal or resignation.

ROC Annual Returns

Every Private Limited Company is required to file Annual Return with the Registrar of Companies in 60 days of holding Annual General Meeting (AGM). It’s not the Annual Return only which is to be filed after the AGM. The Company has to file its Balance Sheet and Profit & Loss Account also. The Balance Sheet and Profit & Loss Account are to be filed within 30 days of holding the AGM. It is always advisable to file the Annual Returns, Profit & Loss Account and Balance Sheet on time as heavy penalties for late filing of returns are provided by Companies Act, 2013.