Corporate Compliance
Introduction
Indian companies are now governed by Companies Act 2013 and company has to comply with various statutory provisions as per different sections of Companies Act 2013. We solely handle all legalities of Company Law compliance, right from getting the name of company, preparation of MOA/AOA, assisting in mobilization of financial and banking resources, till the commencement of operations and further.
WE HANDLE THE FOLLOWING MATTERS :
• FORMATION & REGISTRATION OF COMPANY
• E- FILING OF DOCUMENTS WITH MCA
• COMPLIANCES UNDER COMPANIES ACT, 2013
• FORMATION OF SECTION 25/SECTION 8 COMPANY (NON PROFIT MAKING ORGANIZATION)
• GETTING CHARGE REGISTERED
• LIAISON WITH REGISTRAR OF COMPANIES & REGIONAL DIRECTORS
• GETTING DIRECTOR IDENTIFICATION NUMBER (DIN)
• MAINTENANCE OF STATUTORY RECORDS PRESCRIBED UNDER COMPANIES ACT, 2013
• WINDING UP AND LIQUIDATION OF COMPANIES.
• FILLING OF ANNUAL RETURNS AND OTHER DOCUMENTS TO REGISTRAR OF COMPANIES.
Corporate Governance
As a step in the direction of corporate governance, the following provisions have been introduced in the Companies Act:
Section 134 provides that a report by the Board of Directors containing details on the matters specified including directors’ responsibility statement shall be attached to every financial statement laid before a company. The responsibility statement includes that the applicable Accounting Standards have been followed in preparing the financial statements and reporting the material departures therefrom, that the companies follow their accounting policies consistently, the accounts have been prepared on a going concern basis and compliance of all applicable laws.
Section 177 provides the requirements and manner of constituting the Audit Committee. The Audit Committee shall consist of minimum three directors with Independent Directors forming a majority and majority members must have ability to read and understand financial statements. The Section also provides for a vigil mechanism in every listed and prescribed class of companies and such mechanism shall be disclosed at the website of the company and should be mentioned in Board’s report.
Section 184 provides the manner and periodicity in which the every director shall made disclosure of his concerns or interest in any company, body corporate, firms and parties to the contract. He concerned director should not participate in the meeting taking the decision in such cases. The contract or agreement entered in to by the company without disclosure shall be voidable at the option of the company.
Statutory accounts
At every annual general meeting of a company, the Board of directors is required to lay a balance sheet and a profit and loss account. The profit and loss account shall relate to the financial year of the company and the balance sheet, as at the end of the financial year. Financial Year in relation to financial statements shall be the period ending on the 31st day of March every year. * Transition period of two years was initially allowed for an existing company to align its financial year as per this provision.
The financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards notified under section 133 and shall be in the form or forms as may be provided for different class or classes of companies in Schedule III. Where a company has one or more subsidiaries, it shall, in addition to financial statements, prepare a consolidated financial statement of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. It includes consolidation of subsidiary, associates and Joint Ventures, cash flow statement, statement of changes in equity, any explanatory note, disclosure of CSR activity, as prescribed in 2013 Act.
Financial statements shall be prepared in accordance with Schedule III of Companies Act, 2013.
Annual return
A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed within the time specified under section 403:
A One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year
.
Provided also that a company shall, along with its financial statements to be filed with the Registrar, attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India.
Annual General Meeting and other General Meetings:
• AGM is the annual event of shareholders of company and is a good example of shareholders’ democracy.
• First AGM to be held within 9 months of closure of financial year and every subsequent meeting within six months from the date of closing of financial year.
• Maximum gap between two AGMs shall be 15 months.
• Meeting shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.
• No relief to foreign residents for attending general meetings through video conferencing or holding meetings outside the city where registered address of the company is situated. Every member has to present in person.
• At least 21 days’ notice shall be given for every general meeting.
• Any general meeting, in addition to AGM, shall be called “Extra-Ordinary General Meeting” (EGM).
• A One Person Company need not hold an AGM
Corporate Social Responsibility [Newly applicable reporting provision]
Every company having net worth of rupees five billion or more, or turnover of rupees ten billion or more or a net profit of rupees fifty million or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. The Board’s report under section 134 shall disclose the composition of the Corporate Social Responsibility Committee. The Board of every company shall ensure that the company spends, in every financial year, at least two per cent of average net profits of the company made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.