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. Services offered by us include:

1. Incorporation of company
2. Filing of documents with Registrar of Companies
3. Conducting Statutory Audit at the year end
4. Assistance in drafting Director’s Report covering statutory points to be covered.
5. Assistance covering Annual General Meeting and Statutory Compliance thereof.
6. Statutory provisions relating to various meetings like Board Meetings, Statutory Meetings, their due dates and documents to be filed with Registrar of Companies.
7. Consultancy for other different provisions as applicable to company.

Company Law
Forms of commercial organizations

A company is one which is registered under the provisions of the Companies Act 2013 (Companies Act). A company may be either a private company which by its constitutional documents, restricts the right of its members to transfer their shares in the company, prohibits invitation to the public to subscribe to its shares, debentures or other securities or to invite deposits from the public and which limits the total number of its members to 200 or a public company which does not have prohibition as to transfer of shares or restriction on number of shareholders.
Further, the Companies Act, 2013 has newly introduced the concept of One Person Company (OPC) that is to say, a private company in which only a natural person who is an Indian citizen and resident in India shall be eligible to be the sole member.

Dormant Company [New Concept under 2013 Act]

A company not having any significant accounting transaction, and which is formed under the 2013 Act for a future project or to hold an asset or an intellectual property or an inactive company may obtain status of a dormant company by applying to the ROC, or A company which has not filed financial statements or annual returns for last 2 FYs consecutively will be classified as Dormant Company by the ROC.Board meeting is required to be held at least once in each half of a calendar year and the gap between the 2 meetings is not less than 90 days.A dormant company will have such number of directors, file such documents and pay such annual fees as may be prescribed.

Minimum paid-up capital
All private and public companies are required to have a minimum paid-up capital of INR 100,000 and INR 500,000 respectively (though the amounts has been omitted by Companies Act, 2013). Incase certain key words like manufacturing, India, etc, are to be used, there are additional minimum paid-up capital requirements.

Two kinds of share capital
The share capital of a company may be of two types, namely, equity share capital and preference share capital. The equity share capital may be issued with voting rights or with differential rights as to dividend, voting or otherwise in accordance with the rules and subject to such conditions prescribed by the Companies (Issue of shares with Differential Voting Rights) Rules, 2001. The preference share capital enjoys a preferential right in the payment of dividends during the lifetime of the company and repayment of capital when the company is wound up. The preference share can be of the following types: Cumulative and Non-cumulative preference shares.Convertible and Non-convertible preference shares;Participating and Non-participating preference shares; or Redeemable and Irredeemable preference shares.

New issues of equity share capital with different voting rights

A public company may issue equity shares with differential rights as to dividends, voting or otherwise in accordance with the rules made in that behalf. This amendment would help management to raise capital without diluting control by issuing shares without voting rights. At the same time, investors would have the benefit of receiving dividends and bonus shares.

Shifting of registered office
A company proposing to shift its registered office from one state to another is required to pass a special resolution (resolution passed with three-fourths majority) at a meeting of its shareholders. A company proposing to change the place of its registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies (RoC) within a state will have to an application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form no.INC.23 along with the fee.Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same. The confirmation from the RD shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation. The certificate shall be conclusive evidence that all the requirements of the Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.

Buy back of securities
Subject to the provisions of sec 77A, a company may buy back its own securities up to a maximum extent of 25% of its paid-up share capital in any financial year, subject to fulfilling certain conditions. A company may also issue sweat equity shares of a class of shares already issued subject to certain conditions specified under sec 79A

Directors
a.Every public company is required to have at least three directors and every private company to have at least two directors, subject to a maximum of 12 directors. However, One Person Company may have minimum one director.A listed public company in India is required to comply with the corporate governance requirements. Accordingly, such a company is mandatorily required to have not less than 50% of the total strength of the board of directors comprising non-executive directors. Depending on whether or not the Chairman is executive or non-executive, the total number of independent directors that it shall appoint will vary between half or one third respectively. Independent directors have been defined to mean directors, who apart from receiving director’s remuneration, do not have any other material pecuniary relationship or transaction with the company, its promoters, its management or its subsidiaries which in the judgment of the board, may affect the independence of judgment of the director.

Directors
Listed public companies covered under the prescribed class should have at least one-third of the total number of its directors as independent directors. In the Directors’ Appointment Rules, minimum number of directors for non-listed public companies meeting prescribed criteria has been changed to 2, irrespective of the board size. Also, the criteria for appointment of independent directors have changed in the Directors’ Appointment Rules. b.No person can hold office of director in more than 20 companies at a time. 2013 Act restricts the number of directorship for an individual to 20. Out of total 20 companies, number of public companies in which a person can be appointed as a director cannot exceed 10.

Independent Director
Every company having:
Paid up Share Capital of INR 10 Crore or more, or
Turnover of INR 100 crore or more, or
Loan or Deposit of not less than INR 50 million

shall appoint an independent director who is a director (other than managing director or whole-time director or nominee director), who is a person of integrity and has no pecuniary relationship with the company or its holding/ subsidiary/ associate company. Further, he shall not hold (together with his relative) two percent or more of the total voting power of the company.

Tenure:
The initial term shall be five years, following which further appointment would require a special resolution of shareholders. However, total tenure shall not exceed two consecutive terms, without a break of three years.

Role in the company:
The role is broadly set out in Schedule IV of 2013 Act. An Independent director acts as “watchdog” for the company’s shareholders. He may also be viewed as strategic advisors who can provide their expertise and experience on business matters to the firm’s management or controlling shareholders.

Mandatory Requirements as Directors:
One Resident Director

At least one director must be resident in India, that is to say, he must have stayed in India for at least 182 days in previous calendar year

Board Meeting
Director must be present in at least one board meeting held during the period of 12 months with or without leave of absence, otherwise, he shall be considered to vacate the office. However, board meeting of OPC is required to be held at least once in each half of a calendar year and the gap between the 2 meetings is not less than 90 days.

Declaration
An individual before being appointed as director shall be required to furnish a declaration that he/ she is not disqualified for being appointed as director.

Consent filing
Every director has to give his consent for appointment as such to be filed with Registrar of Companies

Resignation filing
There is mandatory requirement for the person to file his resignation with Registrar as director within 30 days. Resignation shall be effective from the date of receipt by company, not w.e.f. date of resignation

Limit on directorships

Directorship in Private company, One Person Company, and LLP (Limited Liability Partnerships) to be counted in total number of directorships (i.e, twenty), allowable for a person being a director[s 165(1)].Transition period to comply with the limit on Directorship - 1 year from the commencement of 2013 Act.

Quorum

One-third of the total directors or two, whichever is higher shall form the quorum for the board meeting, wherein no proxy shall be counted. However, such provisions shall not apply to One Person Company.

Loan to directors

No company shall directly or indirectly advance any loan (including loan represented by a book debt) or give guarantee or provide security in connection with such loan to any director / related persons. * An exception to the above rule is made for MD or a whole time director (WTD) if such loan is in accordance with the terms of services extended to all employees or is approved by shareholders by special resolution.