Company Secretarial Retainrship Service

Corporate Secretarial Compliance is an essential part of a corporate function failing which stringent penalties are imposed under the provisions of Companies Act and LLP Act, Other Corporate Act.

Though appointment of a company secretary is not mandatory for all the companies, however if, your company does not have a Company Secretary, the Directors become totally responsible/liable for this work. If a company does not comply with all regulations, there is the risk of various fines, penalties & prosecution.

In a well organised company or group of companies, the Secretary is a professional who, in addition to his multifarious other duties, is an important link in the management chain. The continued growth of limited companies enables the practicing company secretaries to offer secretarial services to small companies, many of which are being virtually run by a few individuals who are unable to afford a full-time secretary.

Compliance mechanism under Companies Act and LLP Act mandates to file Returns / Forms to Ministry of Corporate Affairs (MCA) to ensure the regulatory compliances.

Compliance related filing of returns / documents with the office of Registrar of Companies can be broadly classified in two categories;

1. Annual Statutory Compliances

• Filing of Annual Accounts: Every company has to prepare financial accounts consisting of Balance Sheet and Profit and Loss account on a yearly basis and the same has to be placed before the Annual General Meeting of the company. Copy of the Annual Accounts has to be filed with the Registrar of Companies duly audited by a Chartered Accountant.
• Filing of Annual Return: Every year a company shall file a return with the Registrar of Companies with in 60 days of AGM containing the particulars such as address of registered office, register of its members, register of its debenture holders, shares and debentures, indebtedness, members and debenture holders, past and present, and directors, managing directors, past and present.

2. Event Based Compliances

• Change of Name
• Increase Authorised Capital / Issue of Shares
• Creation / Modification / Satisfaction of Charges on the Assets of Company
• Change in Registered Office of the company
• Obtaining Certificate of Commencement of Business
• Statutory Meeting of a Public Limited Company
• Resolutions Passed by the Board / General Meetings and Agreements entered by the company
• Appointment of Directors / Managing Director and changes among them.

What Manoj Jagram & Associates Offers

Manoj Consultancy Services Private Limited, keep our patrons up to date with the latest developments in company legislation and regulations and can therefore help you to stay compliant. Outsourcing the work of the company secretary frees you up to focus on running your business and gives you the peace of mind that you have fully qualified professional's support on your side. You will ensure your company has access to accurate and up to date information concerning any relevant company law. You will have someone on hand to sort out all the necessary reporting requirements laid down by Registrar of Companies. You will also have more time to do what you do best: running your business!

Company Secretarial Retainer-ship Services offered by us are provided keeping in mind the concerned industry specifications. Manoj Consultancy Services Private Limited facilitates efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.

1. Statuatory certification

• Statutory Declaration in Form 1 for Incorporation of new company in India
• Verification of declaration in Form 19, 20 and 20A for compliances to commencement of business
• Signing of Annual Return of Private / Public / Listed companies
• Certify compliance of requirement under Schedule XIII
• Certify all documents to be filed with Registrar of Companies to take on record within 10 days
• Issue of Compliance Certificate as to whether the company has complied with all the provisions of Companies Act, 1956 for all types of companies including u/s. 383A
• Declaration for registration of Memorandum and Articles of Section 25 companies
• Certify extinguishments and physical destruction of share certificates bought back by company
• Certify From 1 and 2 under Investor Education and Protection Fund Rules
• Certify allotment as approved by Stock Exchange
• Certify issue of certificates within one month of lodgments
• Other Related Certificate.

2. Procedural Compliance relating to Securities laws i.e. Stock Exchange / SEBI requirements

3. Liaison and co-ordinate with the Registrar and Share Transfer Agents, stock exchange, Depositories and the Securities and Exchange Board of India including the following:

• Listing of Securities – Equity or Debt Instrument
• Monthly submission of details of dematerialization of securities
• Co-ordination and submission of the quarterly certificate relating to Secretarial Audit relating to dematerialization
• Co-ordination and Submission of Certificate relating to transfer-cum-demat of shares as required under NSDL / CDSL Bye laws
• Submission of quarterly shareholding pattern
• Presentation and publication of quarterly results
• Submission of Distribution Schedule
• Submission of information under Regulation 8 of the SEBI (Substantial Acquisition of Shares & Transfers) Regulations
• Co-ordination and submission of half yearly certificate as required under Clause 47 of the Listing Agreement
• Managing the formalities related to Book Closure
• Payment of Annual Listing fees
• Preparation of Annual Report incorporating the necessary requirements of Clause 49 of Corporate Governance
• Certificate relating to the quarterly Secretarial Audit for reconciliation as required under notification issued by SEBI
• Certificate as required for transfer-cum-demat of Shares as required under the NSDL / CDSL Bye laws
• Certificate as required for completion of the transfers as required under Clause 47 of the Listing Agreement
• Other Related Certificate.

4. Preparation of the Status and Search Report from Registrar of Companies for Banks / Financial Institutions

5. Services for specific assignments like obtaining Central Government Approval, SEBI Approval, ROC Approval, Written opinion, Certification etc.

6. Advisory & co-ordination on Forms /Return and Registers

• Filing of Annual Returns with the registrar of companies
• File your accounts and annual return
• Provide advice on statutory matters
• Sort out the appointment and resignation of directors
• Process the allotment of company shares
• Maintain a statutory register using professional company secretarial software
• Provide access to electronic filing
• Share consolidation or sub-division
• Striking off/dissolution
• Share capital reduction
• Issue of shares to the Directors / employees of the Company.
• Subdivision of face value of the shares of the Company.
• Investment in share / other securities. Giving Loans to other Companies.
• Change in composition of the Board of Directors.
• Appointment of Managing / whole time Director and payment of remuneration.
• Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
• Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
• Opening / closing of bank accounts or change in signatories of Bank account.
• Change in terms of the Loan taken earlier.
• Full payment of the amount of loan taken against the property of the Company.
• Acceptance of deposits from Directors / members of their relatives.
• Executing the documents under the common seal of the Company.
• Sale or purchase of the fixed assets of the Company.
• Entering into new business / Partnership.
• Doing the business with a non resident or a foreign citizen.
• Convening the meetings of the Company. Submission of the resolution to any other third party / any authority, maintenance of board meeting minutes book.
• Maintenance of minutes of general meetings and its attendance.
• Amalgamation of the Company with other company.
• Shifting the registered office of the Company from one place to other.
• Appointment or change of the Statutory Auditors of the Company.
• Agreement entered by the shareholders of the Company where Company is a Party.
• Reviewing, updating and amending the Memorandum and Articles of Association
• Share transactions and business restructuring
• Change of company name
• Change of registered office
• Holding of meetings (4 board Meetings and 1 AGM as required by law and drafting and maintenance of Minutes thereof)
• Drafting of reports of Board of Directors
• Assistance in Accounts and Audit
• Compliance Certificate (from a Practicing Company Secretary on an annual basis)
• Return of Change of Directorship
• Return of Allotment (intimation of issue of Shares)
• Intimation to R.O.C. of any Special Resolution passed by the company
• Return of Increase in the Authorized Share Capital
• Return for registration of creation / modification / satisfaction of Charges on the Assets of the company
• Return of intimation of having beneficial interest in the shares not held in the company’s name
• Return of appointment of Managing Director / Whole time Director / Manager etc.
• Register of Members u/s 150
• Register of Directors, Manager, Managing Director and Secretary u/s 303
• Register of Directors’ Shareholdings u/s 307
• Register of Charges u/s 143
• Register of Investments not held in Company’s name u/s 49
• Register of Contracts and Arrangements in which the Directors are interested u/s 301
• Register of Applications and Allotments
• Register of Transfers
• Register of Attendance of Board and General Meetings
• Minutes Books of Board and General Meetings etc.