Corporate Secretarial

Corporate Secretarial Service

ROC Filing

Secretarial service has become quite an important function of a corporate. It not only includes filing of various returns under statutes but also the compliance relating to complex legal and statutory provisions which form part of the foundation of the company.

With a secretarial service in place, a company can be assured that there will be the timely completion of the statutory filings because a default in them can lead to serious consequences like fines, legal battles even imprisonment. The company can be free from these problems because secretarial service takes care of all these legalities and compliance issues.

We at EzyBiz India provide specialized service relating to advisory and compliance of company law matters.

List of services provided by us

  • Advisory relating to registration and closure of Branch Office, wholly owned subsidiary company, Liaison office, project office and Joint Ventures in India
  • Interpretation and advisory relating to provisions of Companies Act 1961
  • ROC compliance, maintenance of statutory records, ROC filing, and secretarial compliance
  • Secretarial compliance relating to addition and removal of directors, issue of additional share capital, but a back of shares, private placements, Right issues, FPOs etc.
  • Representation and liaising before Registrar of Companies, Regional Director, NCLT, NCLAT, RBI etc
  • Advisory and compliance relating to mergers, amalgamation, acquisition and reorganization, fast track mergers, slump sale etc.
  • Advisory and compliance relating to winding up of companies and LLPs
  • Advisory relating to registration and closure of Private Limited Companies, Public Limited Companies, LLP etc
  • Conducting Secretarial Audit and issuance of comprehensive report
  • Advisory on listing compliance

ROC Compliance or Secretarial Compliance to be done by Company

Secretarial compliance has to be done by every company registered in India irrespective of their size or turnover. It is done by filing various e forms with the Registrar of Companies; therefore it is also called as ROC filing.

Although a list of such compliances are very exhaustive and will depend upon types of a company like a listed company or non-listed company etc., however, broadly, there are 2 types of ROC compliances which need to be done. Some ROC filing has to be done on an annual basis and other has to be done on an event basis.

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Annual ROC Compliances

Following ROC compliance need to be done every year:

  • Appointment of Auditor
  • Disclosure of the director’s interest
  • Disclosure of non- disqualification
  • Filing of annual Returns in form MGT-7
  • Filing of annual Financial statements in form AOC-4

Event-Based Roc Compliances

Some event based Secretarial compliance are mentioned below:

  • Appointment & Resignation of directors
  • Resignation of auditor
  • Allotment of securities.
  • Filing of form MGT-14 for specified activities.
  • Change of registered office
  • Change of authorized share capital
  • Change of name of the company
  • Change in Memorandum and AOA

Filing of form MGT-14 for following activities:

  1. Passing Special Resolution
  2. Passing Board Resolution for following. Activities:
  • relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of an MD.
  • to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company.
  • to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed the aggregate of its paid-up share capital and free reserves.
  • for voluntary winding up.
  • to authorize buy-back of securities
  • to issue securities
  • to invest the funds of the company;
  • to grant loans or give a guarantee or provide security in respect of a loan
  • to approve financial statement and the Board’s report
  • to diversify the business of the company
  • to approve amalgamation, merger or reconstruction;
  • to take over a company or acquire a controlling or substantial stake in another company.
  • to make political contributions
  • to appoint or remove key managerial personnel (KMP)
  • to appoint internal auditors and secretarial auditor;

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Company shall file its annual return along with the list of shareholders as on 31st March of the Financial Year for which return is required to be filed in form MGT-7 within 60 days from the date of AGM. A company shall file its annual financial statements with ROC in form AOC-4 within 60 days from the date of AGM. A Public Company shall require to certify form MGT-7 from PCS. Company shall require a certificate from Practicing Company Secretary having paid up share capital is Rs. 10 Crore or more or Turnover of Rs. 50 Crore or more.

Every small company shall hold at least 4 board meeting every year and the gap between two meetings shall not be more than 120 days.

A Company having paid up share capital is Rs.5 Crore shall appoint a Whole-time Company Secretary.

  • Form ACTIVE
  • Form MSME
  • Form BEN
  • Form NFRA
  • Form DPT-3
  • Form DIR KYC-3