Company Secretarial Services

Company Secretarial Services

practicing company secretary  Services

practicing company secretary  Services or Company Secretarial Services includes

  • Incorporation of Private and Public companies, limited by shares or guarantee, unlimited companies , their conversions and re-conversions.
  •  Alterations, modifications and changes with respect to the names of companies, objects, share capital, situation of registered office, amendments and alterations in the Memorandum and Articles of Association.
  •  Allotment, consolidation/sub-division of shares, share transfer and transmission, conversion of shares into stocks or warrants, issue of shares certificates, dematerialization of shares, forfeiture of shares etc.
  • Changes with respect to appointment, re-appointment, regularization, resignations, fixation and revisions of the remunerations of Directors, Managers, Company Secretary, Compliance officer, secretary in whole time practice, auditors, cost auditors, sole selling agents etc.
  • Procedures relating to Board Meetings, General meetings including the pre and post meeting formalities such as notice for the meetings, preparing resolutions etc
  • Procedural compliances with respect to the induction and expulsion of members, variation in membership rights.
  • Preparation of annual reports and annual accounts including Balance Sheet, Profit and loss account, income and expenditure statement, auditors report, directors’ report, statement on corporate governance, compliance certificate, directors, chairman’s statement etc.
  • Procedural requirements for creation, modification and satisfaction of charges and registration thereof by the Registrar of Companies.
  • Invitation, acceptance and renewal of public deposits, repayment of deposits and payment of interest.
  • Procedure for ascertainment, declaration and payment of interim and final dividend; management of unpaid and unclaimed dividend.
  • Maintenance of statutory books and registers as per the provisions of the Companies Act, 1956.
  • Procedures and compliances related to making inter-company loans, investments, guarantees, and providing of securities.
  •  Filing of the documents including the forms and the returns with the Registrar of Companies.
  • Registration of the documents with the Registrar of companies.
  • Drafting of the company documents including memorandum of Association, Articles of Association, agreements, allotment letter, contract of appointments, share certificates, debentures/bond certificates, proxies, dividend/interest/redemption warrants, fixed deposit receipts, share transfer documents, documents in relation to public offerings and listing, notices, resolutions and minutes of meetings.

About CS

 

Company and Non-Company structure in India

Company and Non-Company structure in India

When one desire to build his image in the market or to introduce his own brand in the market the first question which strikes in the mind is to, how to enter into the corporate world and which form of business entity best to startup the business.  Which help them to enter into the market successfully and provides the strong backing to face the existence market competition without any fear.

Before choosing the form of business entity one need to understand the types of the entities that are available in the market, basically these are divided into two parts;

  • Non-Corporate Entities

 Under non-corporate entities without any kind of registration one can start their business. There are various forms of non-corporate entities which are;

  1. Partnership: When two persons do any activity and agree to share the profits then it is called partnership firm. There are some critical aspects which have to be observed like there must be an agreement which define the partners’ duties and profit sharing ratio etc.
  1. Sole Proprietorship: Sole Proprietorship is a business enterprise that is owned and controlled by one person who possesses the entire authority & responsibility with respect to the business.
  1. HUF (Hindu Undivided Family): HUF stands for Hindu undivided family, which in simple term joint family system in India prevails amongst Hindus. There are certain laws which govern property ownership, marriage; taxation etc. of HUF structured business. As such there are no formalities to create HUF because HUF automatically comes into picture when a person gets married and start his family.

Non-corporate business entities are not giving the business a corporate identity i.e. separate legal entity.

  • Corporate Entities

Corporate entities are those entities under which registration is mandatory be it Section 8 company or Pvt. Ltd. Company and which gives the separate legal entity to the business i.e. death or insolvency of the partner does not ruin the existence of the business. To know more about the corporate entities we need to understand its various types such as;

  1. Private Limited Company To start business with small amount, a private limited company is the best way to start with. Now private limited can be formed with 2 members, the cost of registration of the same is much cheaper than any other forms of business entities. The main advantages of having a private limited company is, the liability of the members are limited only to contribute towards the amount of shares remaining unpaid if any.
  1. Public Limited Company- To give the startup of the business a grand opening, public limited company is the best way, minimum seven members are required to form the same under public limited company, it gives the power to issue share in the market and accept deposit form the market.
  1. One person CompanyIt is the latest form of company which is introduced through companies act 2013, One Person Company gives the wings in the hand of the sole proprietor to form his company under his own observation with his full control without any interference of  third person. Only a natural person who is resident of India and Indian resident can form his one person company.
  1. Nidhi CompanyThe other name by which this company is known in the corporate scenario is member benefits Company, as the company is formed for the welfare of the members and to increase saving habits amongst its members.

Section-8 Company- It is basically a non-profit making company, incorporated mainly for welfare purposes. Previously it is defined as section-25 Company but with the commencement of Companies Act, 2013 the same falls under section-8 and will be known as section-8 company.

At registrationwala, anyone can incorporate section-8 company. We simplify the process and provide whole details to clear all the doubts regarding the same.

  • Submitter Name: Priyanka Agarwal
  • Submitter Email: priyanka77.rw@gmail.com 

https://www.registrationwala.com/

 

What are mergers and demergers

Merger or demerger of companies is given under the Companies Act, 1956. Chapter 5 of part 6 containing section 390 to 396A has provisions regarding the two terms mentioned above. The above mentioned chapters are related to the governance of mergers and demergers in companies. Let’s take a look at what mergers and demergers are.

Mergers

Merger or amalgamation of private and public limited companies refers to a procedure wherein two or more companies combine their assets. It is a legal process where two or more companies combine their assets whereby the assets of two or more companies get transferred to or come under the control of one company.

There are two types of amalgamations private and public limited companies: One is “amalgamation in the nature of purchase” and the other is “amalgamation in the nature of merger”.

Amalgamation in the nature of merger is the one where all liabilities and assets of Transferor Company become the assets and liabilities of the transferee company after the merger. In this case business of Transferor Company has to be continued after the amalgamation.

Amalgamation in the nature of purchase is the case where conditions of Amalgamation in the nature of merger are not satisfied.

Demergers

Demerger of private and public limited companies  are referred to that procedure wherein some part of a company is transferred to some other company and that transferred part works separately from the original company. Shareholders are given a good amount of share in the new company as well. Demerger is usually undertaken for two reasons. One is to focus on core business and the other is to create shareholder value. All the assets and liabilities of the company before the demerger, becomes the property of the new company.

Conclusion

Merger and demerger of a company are the tools for Corporate Structuring. Mergers have become a very common phenomenon in the business industry due their strategic advantage.

 

Thanks a Lot to

  • Submitter Name: Rohit
  • Submitter Email: seorforrw@gmail.com

BENEFITS TO INCORPORATE A SECTION 8 COMPANY

Section 8 company under companies Act, 2013 (section 25 of Companies Act, 1956) or a non profit organization is a company that is established to promote commerce, art, science, religion, charity and other useful projects, provided in case of any profits that amount is to be used in promoting only the objects of the company and no dividend is allowed to be paid to the members.

Section 8 company has its own benefits, which are as follows:

Recently, the MCA issued the notification dated 5th June, 2015 which provides certain exemptions to companies incorporated under section 8 of the Act which are as follows:

  • Minimum Capital Requirements: In case of incorporation of other companies, there is a minimum capital requirement prescribed by the act. But in case of section 8 company, there is no minimum requirement is set.
  • General Meetings: Earlier, the date, time and place of the general meeting had to be fixed by the board on prior basis on the directions of the shareholders. But now there is no as such requirement to fix the date, time and place of the general meeting in advance.
  • Notice of General Meeting: Earlier it was mandatory to give a prior notice of 21 days to hold a general meeting, but now the time period has been shortened to 14 days instead of 21 days.
  • Minutes: In case of section 8 company, there is no need to maintain the minutes of general meeting unless the articles of association of the company mandate to do so.
  • Directors: A privilege to have as many members a company wants is given to the non profit organizations by passing a special resolution. In case the directors exceed fifteen then there is no need to pass a special resolution.
  • Directorship in Section 8 company: Directorship in section 8 company shall not be counted for the purposes of holding maximum directorship in the company.
  • Frequencies of Board Meeting: Earlier it was compulsory to hold at least 4 meetings in a calendar year but now it has been reduced to one board meeting in every six months.

Special thanks to

Submitter Name: Gaurav
Submitter Email: seorforrw@gmail.com

Limits of Secretarial Audit

FAQs on limits of Secretarial Audit

1. What is the limit for the issue of Secretarial Audit Reports for financial year 2016-17?

The Council of the Institute at its 235th meeting held on February 11, 2016 reviewed the existing limits for the issue of Secretarial Audit Reports and decided as below:  10 Secretarial Audits per partner/ PCS, and  an additional limit of 5 secretarial audits per partner/PCS in case the unit is peer reviewed. These limits will be applicable for the Secretarial Audit Reports to be issued for the financial year 2016-17 onwards.

2. To whom is the peer reviewed certificate is granted – Individual or Practicing Unit?

The peer review certificate is issued to the Peer Reviewed Practice Unit. Practice unit means, “members in practice, whether practicing individually or as a firm of Company Secretaries.” Accordingly, peer review certificate may be granted to an individual or to a firm, as the case may be.

3. What is the date on which Peer Reviewed Unit (PRU) can say, I am Peer Reviewed?

A Practice Unit (PU) is said to have been peer reviewed from the date of issue of peer review certificate by the Peer Review Board of the Institute. Accordingly, PRU can take up additional 5 Secretarial Audits on the basis of being peer reviewed, only from date of issue of the certificate.

4. What is the period for which Practice Unit is certified as PRU?

In terms of para 13 of the Guidelines for Peer Review of Attestation Services by Practicing Company Secretaries (Peer Review Guidelines), the peer review of every practice unit should be mandatorily carried out atleast once in a block of five years. Accordingly, for the purposes of taking up additional five secretarial audits, the validity of peer review certificate should be five years from the date of issue of certificate.

5. How can it be identified whether a practicing unit is peer reviewed?

The list of peer reviewed practice units is available on the ICSI website at the link: www.icsi.edu/prb/ListofPeerReviewedUnits.aspx.

6. To whom is the issue of 5 additional secretarial audit reports allowed: individual partners or the practice unit as a whole (on the basis of certification of peer reviewed firm)?

The limit of 5 additional secretarial audits of Peer Reviewed Unit is to be considered as 5 secretarial audits for each individual partner, subject to overall limit of 15 secretarial audits per individual.

7A. If a person is a partner in two firms out of which one is not peer reviewed and another is peer reviewed, what should be the limit?

The limit per individual is 10 secretarial audits in each year. He may carry out 5 additional secretarial audits in respect of the firm which is peer reviewed.

7B. If the partner of peer reviewed firm is also practicing in individual capacity/ partner of another firm then whether eligibility of 5 additional Secretarial Audits can be used as a partner of peer reviewed firm or in individual capacity/partner of firm?

The additional limit of 5 secretarial audits can be used in the capacity of partner of peer reviewed firm only.

7C. Whether the answer to the above will be different if the individual is partner of another firm which is also peer reviewed?

Since, the overall limit for each individual/ partner is 15 Secretarial Audits (10 +5). The individual can utilise the additional 5 audits in the capacity of partner of any of the peer reviewed firm.

8. Can this additional limit of 5 secretarial audits be transferred from one peer reviewed firm to another firm on the basis of common partners?

No.

9. If new partner joins a peer reviewed firm, then whether such partner be allowed for such 5 additional audits?

Yes.

10. In case the firm/ individual has applied for peer review, then whether he will be eligible for additional 5 Secretarial Audits.

No, the benefit of additional 5 secretarial audits will accrue to a firm/individual only after issue of peer review certificate by the Peer Review Board.

 

Source :-  https://www.icsi.edu/docs/webmodules/FAQs%20on%20limits%20of%20Secretarial%20Audit%20final.pdf

 

Secretarial Audit

What is Secretarial Audit?

Secretarial Audit is an audit to check compliance of various legislations including the Companies Act and other corporate and economic laws applicable to the company.
The Secretarial Auditor expresses an opinion as to whether there exist adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Secretarial Audit helps to detect the instances of non-compliance and facilitates taking corrective measures. It audits the adherence of good corporate practices by the company.
 
Who can conduct Secretarial Audit?
Only a member of the Institute of Company Secretaries of India holding certificate of practice (company secretary in practice) can conduct Secretarial Audit and furnish the Secretarial Audit Report to the company. [Section 204(1) of Companies Act, 2013]
 
Which companies are required to undergo Secretarial Audit?
Every listed company
Every public company having a paid-up share capital of fifty crore rupees or more;
Every public company having a turnover of two hundred fifty crore rupees or more.
 What is periodicity of Secretarial Audit?
Proactive Secretarial Audit on a continuous basis would help the company in initiating corrective measures and strengthening its compliance mechanism and processes. It is therefore, advisable that the Secretarial Audit is carried out periodically (quarterly / half year / annually) and adverse finding if any, is reported on interim basis to the Board immediately. The Secretarial Audit Report to be annexed with Board‟s report is required to be submitted before the preparation of Board‟s Report.
 
 What is the format of Secretarial Audit Report? 
Secretarial Audit Report is required to be provided in the format prescribed in Form MR-3. (Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014).
 
Who can sign the Secretarial Audit Report? 
The Secretarial Audit Report should be signed by the Secretarial Auditor who has been engaged by the company to conduct the Secretarial Audit and in case of a firm of Company Secretaries, by the partner under whose supervision the Secretarial Audit was conducted. While conducting and signing Secretarial Audit Report, Company Secretary in Practice should ensure that he holds the valid certificate of practice number.
What are the rights and duties of Secretarial Auditor under the Companies Act, 2013?
Section 143 of the Companies Act, 2013 deals with powers and duties of Auditors. Sub-section (14) of the section provides that the provisions of this section shall mutatis mutandis apply to the Company Secretary in Practice conducting Secretarial Audit under section 204.
Is Secretarial Audit applicable to a private company which is a subsidiary of a public company?
Section 2(71) of the Companies Act, 2013 defines a “Public Company as one (a) Which is not a private company; (b) Has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital as may be prescribed.
The proviso to the definition states that “Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles
By this definition, it can be inferred that Secretarial Audit would be applicable to a private company which is a subsidiary of a public company, and which falls under the prescribed class of companies.

cs course details


Introduction to company secretary Course  
 
ICSI (The Institute of Company Secretaries of India) which is the CS Institute is the premier National Professional body established by Act of Parliament to develop and regulate the Profession of Company Secretaries.

CS Course backed by theoretical and practical knowledge

Company Secretary, as both an independent professional and an employee, is a professionally and financially rewarding career.

“There are 35,000 registered Company Secretaries, of whom a mere 6,500 are professionals. There is a dearth of trained qualified professionals in the country, especially after the Companies Act, 2013, has come into effect,”
The Companies Act defined the role of the CS and held them responsible for compliance of various provisions of the Act.

The CS course is through correspondence and can be completed in three and a half years

ICSI provides study materials also at the time of registration

If you want to be a Company Secretary, you have to pass the Company Secretary Examination conducted by the Institute of Company Secretaries of India (ICSI). But before you appear for the examination you have to complete the 3 stages of the Company Secretaryship course.
 
 
There are three stages in CS Course
Foundation Program
Executive Program 
Professional Program
How to Enter into CS Course?
1. Start CS Course through Foundation Route 
    Students who have passed +2 in any stream, except fine arts, can     register and appear for the foundation-level examination after nine months.
     
2. Enter into CS Course through Direct Entry (Executive Program )
   Graduates, post-graduates (excluding Fine arts) and those who have passed final exam of ICWAI or ICAI or of any other accountancy Institution in India or abroad recognized by the Council of the Institute can directly enroll to the Executive Programme without doing the Foundation course.
 
Company Secretary 
 
After qualifying for the professional examination and on successful completion of training, a candidate can be an Associate Member of the ICSI and can use the letters ACS after his/her name i.e. Associate Company Secretary. After fulfilling the prescribed criteria, a Company Secretary with ACS can become a fellow member of the ICSI and can use FCS after his/her name to indicate he/she is a fellow member of the Institute of Company Secretary. After obtaining a ‘Certificate of Practice’ from the Institute, a member of the Institute can go in for independent practice.