Annual Filings

Every Company is required to file its Balance Sheet and Profit and Loss Account along with the audit report with the MCA within 30 days from the date of Annual General meeting. Besides, an Annual Return containing information such as the name of the company, its registered office, its principal business activities, capital in the company, details of all the directors and shareholders etc. as on the date of Annual General Meeting is to be filed within 60 days from the date of Annual General Meeting.

What is an e-form?

An e-form is the electronic equivalent of the paper form. The Ministry of Corporate Affairs has recently launched a major e-governance initiative MCA 21. In the new system, it is envisaged that all company related documents would be filed electronically. The new e-forms have been devised and notified by the Ministry for this purpose.

How to sign an e-form?

An e-form can be signed by the authorized signatory/ representative using the Digital Signature Certificate (DSC).

Which are the forms for Annual Filing?

As a part of Annual Filing, Companies are required to file the following eForms with the Registrar of Companies (ROC):

Form 23AC : For filing Balance Sheet (applicable to all Companies other than select class of Companies)

Form 23ACA : For filing Profit & Loss Account (applicable to all Companies other than select class of Companies)

Form 23AC-XBRL : For filing Balance Sheet in XBRL format (applicable to select class of Companies)

Form 23ACA-XBRL : For filing Profit & Loss Account (applicable to select class of Companies)

Form 20B : For filing Annual Return by Companies having share capital

Form 66 : For filing Compliance Certificate by Companies having paid up capital of Rs. 10 lakh – Rs. 2 crore

Maintenance of Statutory Records

Every company is required to prepare, maintain and file various statutory records in accordance with the provisions of the Company Law such as Memorandum and Articles of Association, Share Certificates, Documents of Transfer & Transmission of shares, Register of Members, Resolutions and Minutes of meetings etc. Xcelrator assists in preparation of all such documents in accordance with the prescribed guidelines and format.

What are the list of Statutory Registers to be maintained under the Companies Act, 2013?

An Illustrative list of Statutory Registers is as under:

Register of MembersRegister of Transfer & TransmissionRegister of DepositRegister of ChargeRegister of DebenturesRegister of SharesRegister of Employee Stock optionRegister of Director and Key Managerial Personnel.Register of Loans & InvestmentRegister of Contract and Arrangements in which Directors are interested.

What is the duration upto which the Registers are to be preserved?

Register of Members is to be preserved PERMANENTLY.Register of Debenture and Other Security Holder shall be preserved for 8 year from thedate of Redemption of Debenture and other Security.

What are the rules for Inspection of Registers?

Register shall be open for inspection during business hours.The members shall have a right to take extracts there from and copies thereof, free of cost within thirty days.Register Shall also be kept open for inspection at every annual general meeting of the company and shall be made accessible to any person attending the meeting.

Change Directors

Whenever there is a change in directors of a company, by means of appointment of a new director or resignation of an existing director, the company as well as the concerned director has to intimate the Registrar of such change within 30 days. Xcelrator helps in making Board Resolutions, filing forms and completing such other formalities as may be required for changing the directorship of companies.

What are the requirements for becoming a Director?

A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National. The Director of a Company has to be a natural person.

What is the procedure for removing a Director?

A Company can remove a Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Once a resolution is passed, the Company must file the Resolution along with the necessary forms to the Ministry of Corporate Affairs to remove a Director.

What is the procedure for adding a new Director?

 A new Director can be added to the Board of Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Once a resolution is passed, the Company must file the Resolution along with the necessary forms and the Digital Signature of the Managing Director or Secretary of the Company, to the Ministry of Corporate Affairs to appoint a Director.

Change Registered Office

There are rules prescribed under the Companies Act for verification of situation of Registered Office of a Company. The procedure for changing the Registered Office of a Company will depend on the nature of change of address. If the change is from one state to another, then the company needs to change its MOA.

What is Registered Office of a Company?

All Companies and LLPs in India are required to have a Registered Office in the State where the Company is registered in India. The Registered Office of the Company is where all official letters and reminders will be sent from Ministry of Corporate Affairs.

What is the procedure for change of Registered Office?

The procedure for changing the Registered Office of a Company will depend on the nature of change of address. Change in Registered Office is classified mainly into three types:

i) Change of Registered Office within the same village/town/city

ii) Change of Registered Office within the same Registrar of Company (ROC) jurisdiction and

iii) Change of Registered Office of the Company from one ROC to another ROC jurisdiction.

When should the ROC be intimated about the change in Registered Office?

ROC must be notified of the change in Registered Office by filing the appropriate documents within 30 days of change of Registered Office premises.

Increase in Authorised Capital

For increase in Authorised Share Capital, the company has to make sure that its Articles of Association contain a provision authorising it to increase its authorised share capital. Thereafter, an extra ordinary general meeting is to be held for approving such increase and the prescribed form has to be filed with ROC within 30 days of passing such resolution. Xcelrator assists in drafting resolutions, calling meetings and filing forms for completing this process.

What is Authorised Share Capital?

The maximum value of securities that a company can legally issue. This number is specified in the memorandum of association when a company is incorporated, but can be changed later with shareholders’ approval.

 Is stamp duty required to be paid for increase in authorised capital?

Yes, Applicable stamp duty is to be paid electronically.

Is authorization by articles a pre-requisite for increase in Authorised capital?

For Increase in Authorise Share Capital, the company has to make sure that its Articles of Association contain a provision authorising it to increase its authorized share capital. Reason being Section 61 of the Companies Act, 2013, mandates that for increasing the Authorised share capital, authorization in Articles of Association is a pre-condition.

All Other e-Filings

The Companies Act, 2013 specifies resolutions, details of which are required to be filed with the ROC in the prescribed Form MGT-14. Besides, other matters such as creation and satisfaction of charge, application of DIN, allotment of shares, application to Central Government etc are also required to be filed through the MCA portal. Xcelrator assists in provding all such services.

What is the Director Identification Number (DIN)?

Director Identification Number (DIN) is a unique identification number for an existing director or a person intending to become the Director of a Company. DIN is a pre-requisite for filing of certain Company related documents.

What is Digital Signature Certificate (DSC) ? How can you obtain it?

The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic Form in order to ensure the security and authenticity of the documents filed electronically.

There are seven Certification Agencies authorised by the CCA to issue the Digital Signature Certificates (DSCs). The details of these Certification Agencies are available on the MCA portal. The Ministry of Corporate Affairs has stipulated a Class-II or above category certificate for e-filings under MCA21. A person who already has the specified DSC for any other application can use the same for filings under MCA21 and is not required to obtain a fresh DSC.

Xcelrator also helps in obtaining DSC within 2 working days.