Compliance Services


● Annual Compliance Services For Companies -

     - Filing annual return

     - Filing financial statement and other documents with the Registrar

     -Filing consolidated financial statements and other documents with the Registrar.


● Approval Services (MCA Headquarters)

     -Intimation of appointment of cost auditor by the company to Central Government.

     -Form for filing application or documents with Central Government


● Approval Services (Regional Director)

     -Application for removal of auditor(s) from his/their office before expiry of term.

     -Application to Regional director for conversion of section 8 company into company of any other kind

     -Application to Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State

     -Memorandum of Appeal.

     -Applications made to Regional Director

     -Application to Central Government for extension of time for filing particulars of registration of creation / modification / satisfaction of charge OR for rectification of omission or misstatement of any particular in respect of creation/ modification/ satisfaction of charge.


● Approval Services (Registrar of Companies)

      -One Person Company- Application for Conversion

     -Change of name

     -Obtaining the status of dormant company

     -Application for seeking status of active company.

     -Applications made to Registrar of Companies.

     -Application for grant of License under section 8.

     -Application for striking off the name of company under the Fast Track Exit (FTE) Mode.


● Services –

     -Shifting of Register offices.

     -Alteration of Memorandum and Articles.

     -Issue of Securities (Shares of all Classes).

     -Public Issue, Rights Issue and Bonus Shares, Issue of Shares at Par/ Premium/ Discount; Issue of Shares on Preferential /Private Placement Basis.

     -Allotment, Calls on Shares and Issue of Certificates

     -Issue of Sweat Equity Shares, Employees Stock Option Scheme (ESOPs), Employees Stock Purchase Scheme (ESPS), Shares with Differential Voting Rights

     -Issue and Redemption of Preference Shares

     -Alteration of Share Capital - Forfeiture of Shares and Reissue of Forfeited Shares; Increase, Consolidation, Conversion and Re-conversion into Stock, Subdivision and Cancellation and Surrender of Shares

     -Buy Back of Shares

     -Reduction of Share Capital.

     -Membership, Transfer, Transmission, Transposition

     -Directors and Managerial Personnel- Appointment, Reappointment, Resignation, Removal and Varying Terms of Appointment/Re-appointment.

     -Making Loans to Directors, Disclosure of Interest by a Director, Holding of Office or Place of Profit by a Director/Relative.

     -Increasing Authorize Capital.

     -Issue of Debentures and Bonds, Creation of Security and Debenture Redemption Reserve, Drafting of Debenture Trust Deed, Redemption of Debentures, Conversion of Debentures into Shares.

     – Deposits

     -Dematerialization/ Rematerialisation of Securities.

     -Distribution of Profit

     -Creation and Registration, Modification, Satisfaction of Charges.

     -Making Inter-Corporate Loans, Investments, Giving of Guarantee and Security

     -Preparation of Directors’ Report and Report on Corporate Governance.

     -Striking off Names of Companies.


● Change Services

     - Reservation of name.

     - One Person Company- Change in Member/Nominee.

     - Change of situation of registered office.

     - Conversion of public company into private company or private company into public company.

     - Alteration of share capital.

     - Appointment of Directors and the key managerial personnel and the changes among them.

     - Return of alteration in the documents filed for registration by foreign company.

     - Annual accounts along with the list of all principal places of business in India established by foreign company.


● Charge Related Services

     - Registration of creation, modification of charge (other than those related to debentures).

     - Satisfaction of charge.

     - Creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures.


● Charge Required Registration -


Hypothecation or mortgage [floating] (a) a charge for purpose of securing any issue of debentures
Deed of assignment (b) a charge on uncalled share capital of the company
Mortgage (c) a charge on any immovable property.
Hypothecation (d) a charge on any book debts of the company.
Hypothecation (e) a charge, not being a pledge, on any movable property.
Hypothecation (f) a floating charge on under trade or any property stock in trade.
Deed of assignment (e) a charge on calls made but not paid.
Hypothecation( h) a charge on a ship or any share in ship.
Deed of assignment (i) a charge on goodwill or on a patent or a license under a patent, or on a trade-mark, or on a copyright, or a license.


● SEARCH/STATUS REPORT

It generally includes:

• Name of Company
• Registered Office Address of the Company
• Capital Structure of the Company
• List of Directors of the company since incorporation
• List of Shareholders of the company since incorporation
• List of Registered Charges since incorporation etc.
• The Report may include the other matters also as per the demand of the Bank Officials.


● Scope of Search Reports :

The scope of a Search report depends upon the requirements of the Bank or Financial Institution concerned. A Search report prepared enables the Bank/Financial Institution to evaluate the extent upto which the company has already borrowed moneys and created charges on the security of its movable and/or immovable properties. This information is very vital for considering the company's request for grant of loans and other credit facilities. The Bank/Financial Institution, while assessing the company's needs for funds, can take a conscious decision regarding the quantum of loan/credit facility to be sanctioned, sufficiency of security required and its nature, as also other terms and conditions to be stipulated. The Search report, thus, acts as an important source of information enabling the lending Bank/Institution to take an informed and speedy decision, and also assures it about the credit-worthiness or otherwise of the borrowing company.


● Secretarial Audit :

Secretarial Audit is a process to check compliance with the provisions of various laws and rules/regulations/procedures, maintenance of books, records etc., by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed due processes. It is essentially a mechanism to monitor compliance with the requirements of stated laws and processes.


● The Objectives of Secretarial Audit

The objectives of Secretarial Audit may be briefed as under.

     • To check & Report on Compliances
     • To Point out Non-Compliances and Inadequate Compliances
     • To protect the interest of the Customers, employees, society etc.
     • To avoid any unwarranted legal actions by law enforcing agencies and other persons as well.


● NEED FOR SECRETARIAL AUDIT :

Secretarial Audit is the process of independent verification, examination of level of compliance of applicable Corporate Laws to a company. The audit process if properly devised ensures timely compliance and eliminates any un-intended non compliance of various applicable rules and regulations. An action plan of the Corporate Secretarial Department is to be designed so as to ensure that all event based and time based compliances are considered and acted upon. Secretarial Audit is to be on the principle of “Prevention is better than cure” rather than post mortem exercise and to find faults. Broadly, the need for Secretarial Audit is:

     • Effective mechanism to ensure that the legal and procedural requirements are duly complied with.
     • Provides a level of confidence to the directors, officers in default, Key Managerial Personnel etc.
     • Directors can concentrate on important business matters as Secretarial Audit ensures legal and procedural requirements.
     • Strengthen the image and goodwill of a company in the minds of regulators and stakeholders
     • Secretarial Audit is an effective compliance risk management tool.
     • It helps the investor in analyzing the compliance level of companies, thereby increases the reputation.
     •Secretarial Audit is an effective governance tool.


● The scope of Secretarial Audit :

The scope of Secretarial Audit comprises verification of the compliances under the following enactments, rules, regulations and guidelines:

(i) The Companies Act, 1956 and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules & regulations made there under;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) which inter alia includes;

        (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
        (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
        (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
        (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
        (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
        (f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
        (g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) The Listing Agreement(s) entered into by the Company with Stock Exchange (s).
(vii) Secretarial Standards issued by The Institute of Company Secretaries of India.
(viii) Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India;
(ix) Corporate Social Responsibility Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India;
(x) Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010;
(xi) Corporate Governance Guidelines for Insurance Companies, issued by IRDA in case of companies regulated by IRDA; and
(xii) Other corporate laws as may be applicable specifically to the auditee company.


WHICH COMPANIES ARE REQUIRED TO APPOINT SECRETARIAL AUDITOR?

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following companies are required to obtain ‘Secretarial Audit Report’ form independent practicing company secretary;

     1. Every listed company
     2. Every public company having a paid-up share capital of Fifty Crore rupees or more; or
     3. Every public company having a turnover of Two Hundred Fifty Crore rupees or more.
     4. Those Companies Not Covered above can option Voluntary Secretarial audit service .

“Turnover” means the aggregate value of the realization of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year. [Section 2(91)]

Secretarial Audit is also mandatory to a private company which is a subsidiary of a public company, and which falls under the prescribed class of companies.


● The beneficiaries :

The major beneficiaries of Secretarial Audit include:

(a) Promoters

Secretarial Audit will assure the Promoters of a company that those in-charge of its management are conducting its affairs in accordance with requirements of laws.

(b) Management

Secretarial Audit will assure the Management of a company that those who are entrusted with the duty and responsibility of compliance are performing their role effectively and efficiently. This also helps the management to establish benchmarks for the compliance mechanism, review and improve the compliances on a continuing basis.

(c) Non-executive directors

Secretarial Audit will provide comfort to the Non-executive Directors that appropriate mechanisms and processes are in place to ensure compliance with laws applicable to the company, thus mitigating any risk from a regulatory or governance perspective; so that the Directors not in-charge of the day-to-day management of the company are not likely to be exposed to penal or other liability on account of non-compliance with law.

(d) Government authorities/regulators

Being a pro-active measure, Secretarial Audit facilitates reducing the burden of the law-enforcement authorities and promotes governance and the level of compliance.

(e) Investors

Secretarial Audit will inform the investors whether the company is conducting its affairs within the applicable legal framework.

(f) Other Stakeholders

Financial Institutions, Banks, Creditors and Consumers are enabled to measure the law abiding nature of Company management


● We Provide Service to Maintain Statutory Register required by Various Corporate Laws in Electronic and Physical Form -

Every company incorporated under the Companies Act 2013/1956 is required to keep at its registered office, inter alia, the following statutory books and registers –

     • Register of securities bought back. (Section 68 and Rule 17(12) of companies (Share Capital and Debenture) Rules, 2014.

     • Register of deposits. [Section 73 and Rule 14 Companies (Acceptance of Deposits) Rules, 2014.

     • Register of charges. (Section 85 and Rule 7 of Companies (Registration of Charges) Rules 2014).

     • Register of members(section 88(1) and Rule 3(1) of Companies(Management and Administration) Rules 2014.

• Index of members. [Sections 88(2) and the Rule 6 of Companies (Management and Administration) Rules, 2014].

     • Register of debenture holders [section 88 (1)].

     • Index of debenture holders. (Section 88 (2))

     • Register and index of beneficial owners. (Section 88 (3))

     • “Foreign register” containing the names and particulars of the members, debentureholders, other security holders or beneficial owners residing outside India.( Section 88 (4)).

     • Register of Renewed and Duplicate Share Certificates. [Rule 6 of the Companies (Share Capital and Debenture) Rules, 2014].

     • Register of sweat equity shares [Section 54 and Rule 8 (14) of Companies (Share Capital and Debenture ) Rules, 2014].

     • Annual Return (Section 92) and Rule 11 of The Companies (Management and Administration) Rules 2014.

     • Register of Postal Ballot [Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014].

     • Books containing minutes of general meeting and of Board and of committees of Directors. [Section 118].

     • Books of accounts. [Section 128].

     • Register of Directors/ Key Managerial Personnel. [(Section 170 (1)].

     • Register of investments in securities not held in company’s name. [Section 18 and Rule 14 of Companies (Meetings of Board and its Powers) Rules, 2014].

                ●To Avail Annual Compliance Services Contact us at
                                  info@svkandcompany.com .

"Making the simple complicated is commonplace; making the complicated simple, awesomely simple, that's creativity"
- Charles Mingus