Corporate Secretarial
Removal of Disqualification of Director
As per Section 164 of Companies Act, 2013, all companies need to file their annual return and balance sheet along with the ROC each year. If the directors don’t comply with the stated provision, then, they might get disqualified. Apart from that, there can be other conditions for the disqualification of directors. Let’s have a look at that:
- The Director is failed to file financial statements or annual returns for consecutively for 3 financial years; or
- The Director is not repaid the deposits taken or paid interest or redeemed any debentures, such failure to pay or redeem has taken place for one year or more, He/she shall also not be eligible to be re-appointed as a director of that company or any other company for a period of 5 years from the date.
- The Director is of unsound mind and stands so declared by a competent court.
- The Director is an undischarged insolvent or the Director has applied to be adjudicated as an insolvent and his application is pending.
- The Director has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence. Also any person who has been convicted of any offence and sentenced to imprisonment for a period of seven years or more, will not be eligible to be appointed as a director in any company.
- An order disqualifying the Director for appointment as a director has been passed by a court or Tribunal and the order is in force.
Procedure for Removal of Director Disqualification:
To File a Writ Petition– The first and foremost step that a disqualified director needs to take is to file a Writ petition. The Writ Petition is filed under Article 226 of the Indian Constitution before the High Court. An appellant must accompany these set of information in correspondence to the said Writ petition: –
- Memo of parties to the petition comprising the name, designation, address, etc.;
- A Notice of Motion with an urgent application;
- Explain the factors which lead to the non-compliance of filing of statutory documents;
- Also, include a synopsis of the list of date and events;
- Current status of the company and directors seeking restoration;
- A list of all the companies in which the appellant is the director;
- A copy of Press Release or Impugned Notice which the ROC has issued, listing all disqualified directors;
- Stay application under Section 151 of CPC;
- And a Prayer clause to discard the publication issued by the ROC under Section 164 (2) (a) of the Companies Act, 2013.
Removal of Disqualification of Director
To File a Writ Petition– The first and foremost step that a disqualified director needs to take is to file a Writ petition. The Writ Petition is filed under Article 226 of the Indian Constitution before the High Court. An appellant must accompany these set of information in correspondence to the said Writ petition: –
- Memo of parties to the petition comprising the name, designation, address, etc.;
- A Notice of Motion with an urgent application;
- Explain the factors which lead to the non-compliance of filing of statutory documents;
- Also, include a synopsis of the list of date and events;
- Current status of the company and directors seeking restoration;
- A list of all the companies in which the appellant is the director;
- A copy of Press Release or Impugned Notice which the ROC has issued, listing all disqualified directors;
- Stay application under Section 151 of CPC;
- And a Prayer clause to discard the publication issued by the ROC under Section 164 (2) (a) of the Companies Act, 2013.
Corporate Secretarial
Secretarial Audit
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Secretarial Audit
Secretarial audit is done in order to verify the compliance of various legislation including the Companies Act and other corporate and economic laws applicable to the company.
In India, following companies are required to conduct secretarial audit and obtain secretarial audit report as per section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
- Every listed company
- Every public company having paid up share capital of 50 crore rupees or more or
- Every public company having*turnover of 250 crores or more
Applicability of Secretarial Audit in case of Private Limited Companies
Secretarial audit is not applicable in case of private limited companies as according to section 2 (71) of the Companies Act, 2013, public company is defined as which is not a private company and it has been interpreted from the definition that secretarial audit shall be applicable on the private company which is a subsidiary of a public company, and which fall under the prescribed class of companies.
Fraud in case of Non-Compliance
According to section 204(4) of the companies Act, 2013, in case company or any officer of the company or company secretary in practice contravene the provisions related to secretarial audit of the company, every officer of the company or company secretary in practice who is in default shall be punishable with the fine.
Procedure for revival of strike off companies as per Companies Act, 2013
Filing of appeal before NCT
An appeal can be filed within 3 years of the Registrar’s Order by the aggrieved company.
Application to tribunal for initiation of the revival purpose
the members of the Company or the creditors of the Company or the Company itself can file an application to the Tribunal to restore the Company’s name, within a period of 20 years from the date of publication of striking off notice in the official Gazette. The Tribunal, after giving an opportunity of being heard to the company, the ROC and other concerned, shall pass the order as it may deem fit.
Process for applying to the Tribunal/Documents Required
- Filing of application in Form No. NCLT-9, along with the following attachments
- Copy of Companies AOA and MOA?
- Director’ List.
- Certified True copy of the Registrar’s order for Strike off.
- Signed Balance Sheet of the company.
- Certified True Copy of the Company’s BR for applying to NCLT for Registration.
- Appeal against Registrar’ order.
- Affidavit verifying petition.
- Copy of proof of application fees paid.
- Memorandum of Appearance.
XBRL FILING
Applicability of XBRL
As under section 137 of the Companies Act, 2013 using the Extensible Business Reporting Language (XBRL) taxonomy for financial year commencing on or after 1st April, 2014 is mandatory on
- All companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or.
- All companies having paid up capital of Rupees five crore and above; or.
- All companies having turnover of Rupees one hundred crores and above; or.
- All companies which were hitherto covered under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2011:
Corporate Secretarial
Corporate Secretarial
Annual Compliance Annual Compliance Package
Dedicated CA/CS
After order confirmation, a dedicated in-house CA/CS will be assigned on your order that will be the single point of contact to manage your business compliance. You may ask any questions about the company’s Compliance, Taxation and Regulatory issues.
· Accounting Support
Our Team will review the accounts of the company at the end of the financial year on the basis of which they will finalise Balance sheet & profit & loss accounts of your company.
· Annual Audit Support Services
In-house Dedicated Professional will provide necessary support for the statutory audit of the company.
· Income tax return Filing
Our Tax Advisory will submit income tax returns and will guide you from time to time about the tax planning, Advance tax payments etc.
· Company Secretary Services
Our In-house CS will prepare/review minutes of the meeting of your company as per Companies act 2013. Minimum 4 board meetings are required to held in one financial year in case of other than small company while in case of small companies only 2 board meetings are required to be held.
· Financial Statements & Annual Return Filing
Once shareholders approve your financial accounts in the AGM (Annual General Meeting), our team of professionals shall file your financial statements & annual return with MCA in Form AOC-4 & MGT-7 respectively.