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Annual compliances under company law


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Annual compliances under company law

  1. 1. Annual Compliances under<br />Company Law<br />Divya Raman<br />
  2. 2. According to Rebecca Walker:<br /><ul><li>Internal Policies and procedures designed to
  3. 3. Prevent and detect violations of applicable law, regulations, rules and ethical standards by employees, agents and others and
  4. 4. Create a culture of compliance and ethical business conduct.
  5. 5. Legal Risk Management
  6. 6. Internal Controls.</li></ul>CORPORATE COMPLIANCE<br />
  7. 7. It is evident from the above-mentioned definition that Corporate Compliance is primarily concerned with ensuring that the corporate remains on the right side of the law and ensures due and timely compliances under the concerned law.<br />
  8. 8. History<br />In the first four decades after independence, the Government of India followed the policy of total control over the Companies in India especially public companies.<br />Subsequently the trend changed to “Self Regulation”.<br />Only limited control by the Government, especially when the Company is in default.<br />
  9. 9. Company secretary section 383 A<br />Every Company having a paid up share capital of Rs. 2 crore and above shall appoint a whole-time secretary.<br />Proviso: Every company not required to appoint a whole-time secretary and having a paid up share capital of Rs. 10 Lakh or more shall file with the Registrar a certificate from a Secretary in whole-time practice with regard to the compliances made by the Company. <br />
  10. 10. Types of compliances <br />Annual or periodic compliances.<br />Event based compliances.<br />Maintenance of statutory registers.<br />
  11. 11. Annual or periodic compliances<br /><ul><li>Every Company irrespective of its size, nature etc has to file two documents with the Registrar of the Companies every year:
  12. 12. Audited Annual Accounts/Balance Sheet.
  13. 13. Annual Return.
  14. 14. These documents reveal the entire financial of the Company like share capital, loans and advances, debtors, Profit/loss account of the Company etc.</li></li></ul><li>The Annual accounts have to be approved by all the members of the Company at the Annual General Meeting.<br />These have to be filed with the ROC within 30 days of the AGM.<br />It is an offence if a Company fails to file these documents with the ROC.<br />
  15. 15. Event based compliances<br />Starting from the Incorporation of a Company: Memorandum and Articles of Association, Forms 1, 18 and 32.<br />Other important events with regard to a Company in a year are as follows:<br />Change in the composition of the Board.<br />Increase in the Authorized Share Capital.<br />Increase in the Paid-up Share Capital (Issue of Shares).<br />
  16. 16. (contd..)<br />Taking of secured loan or any modification in such loan already obtained by the Company.<br />Appointment of Managerial Personnel viz. Managing Director, whole-time Director.<br />Change in the registered office of the Company.<br />Accepting deposits from the public.<br />Passing a special resolution in respect of any matter.<br />Alteration of MOA or AOA.<br />Payment of unpaid dividend etc., into the Investor Education & Protection fund.<br />
  17. 17. Maintenance of statutory books & registers<br />Every Company is required to maintain certain statutory books and registers as prescribed under the Act like:<br />Register of Members.<br />Register of Transfers.<br />Minutes book for meeting of Board and Members.<br />Register of Directors.<br />Registers of Directors Shareholding.<br />Register of Investments.<br />Register of Contracts.<br />Books of Account.<br />
  18. 18. contd…<br />Register of Charges.<br />Register and index of Debentures.<br />Register of foreign member and debenture holders.<br />Register of Directors, MD, Secretary.<br />Register of inspection.<br />Register of directors attendance.<br />Register of proxies.<br />
  19. 19. Provisions under companies act <br />Section 433 (g) – Winding up – Not filing Balance Sheet and Profit and Loss Account or Annual Return for a period of 5 consecutive financial years.<br />Section 560 – Registrar to strike defunct company off register – Registrar has reasonable cause to believe that a company is not carrying on business or not in operation. <br />
  20. 20. PARMANENT HOUSES (HOLDINGS) LTD. 1988 BCLC 563(CH D)<br />It is mandatory for a company to file the particulars of charge and failure to do so or contravene the provisions of section 125 are punishable under section 142 with  fine extending up to rupees Five Hundred  for every day of default.  <br />
  21. 21. Duckback information systems private limited, 2009<br />Calcutta High Court though ordered ROC to restore the Company to the Register, also stated that the ROC shall not be prevented from proceeding against the Company for non-filing of annual returns and balance sheet. <br />
  22. 22. To conclude, it may be stated that a Company should not be satisfied with bare minimum compliance under the Act. Instead every company should endeavor to pay special attention to compliances under the Act and that to have systematic approach so that no room is left for any delinquency on the part of any of the concerned employees. <br />
  23. 23. Thank you<br />