Company secretarial services
Company Secretaries assume a significant part in the Company Law and acting as guides in affecting transactions of top administration and helps in dealing with corporate cases. Having a productive expert, all business Arrangement provides an unmistakable information on Corporate Law, and its connected services and render lawful warning services in everyday corporate Organizing and encourage customers in offering impact to their necessities beginning from Change in name of the company/Change in the object of the company/Moving of Enlisted office/Arrangement and Acquiescence of Directors, Move or Transmission of offers, mergers, demergers, issue of Capital and securing of control, due diligence audits, Consistence Audit etc.,
Services we offer as follows:
- Change of name
- Change of Item
- Moving of Register office
- Change of directors
- Expansion in Authorized Capital
- Allocation of Offers
- Change of Private to Public the other way around
- Change of OPC to private and public the other way around.
- Mergers, Amalgamations, De mergers.
- Due Diligence Audit etc.
- Changing the name of the company includes substituting cycle of Reminder of Affiliation. The update can be changed via passing an uncommon goal according to area 13 of Companies Act, 2013.
Method for Changing Name of the Company
Board Meeting and Recording of Name:
- We help you for the readiness notice used to assemble for Board conference.
- The Notice ought to be issued to all directors Atleast 7 days before the meeting will held.
- Board individuals endorse pass the goal for concluding the names
- Authorised directors to make an application to ROC.
- Apply name with Register of Companies.
- Call General Meeting by giving somewhere around 21 days earlier alongside illustrative proclamation notice.
- After getting endorsement from General Meeting, Goal will document alongside Re drafted MOA and AOA with ROC. After due endorsement of the equivalent, document the separate structure for offering impact to the name change.
Moving Of Register Office
Moving of Enrolled office of the company might be needed every now and then to have potential and extraordinary market for the company. The system for moving of Register Office changes dependent on the ward of moving
Expansion in authorized capital
- Calling of Board Meeting: To get in head endorsement of directors for expansion in authorized offer capital and issue Notice and informative explanation according to area 102(1) of the companies Act, 2013.
- Hold a General Meeting and pass a common goal according to area 61(1) (a) of the companies Act, 2013. Record the individual Structures with the Enlistment center (ROC). Transformation of a - OPC to Private limited to Public etc.,
One Individual Company:
One individual company is a company enrolled under companies Act, 2013 as Private Limited OPC with a solitary part, the single part will act as a head of the company. The OPC conveys numerous benefits as like Private limited and One Individual Company groups as private limited for all lawful purposes with just a single part.
Steps to change Public Limited over to Private Limited:
- Calling a board meeting: According to area 173(3) of the companies Act, 2013 issue a notification for gather a board meeting.
- Hold a Board Meeting: The primary reason for the meeting is to get in head endorsement of the Board of Directors for discussion and to adjust the articles of affiliation which is dependent upon the endorsement of Focal Government. To fix, date and time for holding additional standard general meeting to get endorsement of shareholders and draft, support, issue Notice alongside illustrative proclamation according to section 102(1) of companies, Act 2013.
- Hold an Additional normal General Meeting – Hold an EGM on the date fixed in Notice to get endorsement from shareholders for discussion of public limited to private limited alongside the Change of Articles of Relationship under area 14. After the EGM, a couple of e-shapes should be documented by the company to the enlistment center of companies at various stages and there is likewise a post discussion customs like implying many concerned specialists like Deals charge, Extract, Skillet Change, refreshing Bank records etc.,
Steps to change Private Limited over to Public Limited:
- Section 14 of Companies Act 2013 read with area 18 of companies’ act 2013 a current Private company can be changed over into public limited company by the accompanying strategies.
- Convene a board meeting: According to area 173(3) of the companies Act, 2013 issue a notification for assemble a board meeting. Something like 7 days’ notice ought to be given to lead a board meeting. The primary reason for the meeting is to get in head endorsement of the Board of Directors for discussion and to change the articles of affiliation which is dependent upon the endorsement of Recorder of Companies. To fix, date and time for holding General Meeting to get endorsement of shareholders and draft, support, issue Notice alongside illustrative articulation according to section 102(1) of companies, Act 2013.
- Hold an Additional common General Meeting – Hold an EGM on the date fixed in Notice to get endorsement from shareholders for discussion of public limited to private limited alongside the Change of Articles of Relationship under area 14.
- After the EGM, a couple of e-shapes should be documented by the company to the recorder of companies at various stages and there is additionally a post discussion conventions like suggesting many concerned specialists like Deals charge, Extract, Container Change, Expanding capital of the company, refreshing Bank records etc.,
- Either for discussion of public limited to Private Limited or Private Limited to Public Limited an application to be documented by the company for affecting the discussion in imperative structure with Recorder of companies according to Manage 33 of Companies (Joining) Rules, 2014.
Steps to Change OPC over to Private Company
There is two sorts of discussion for example wilful transformation of OPC to Private/Public Limited and Necessary Change of OPC to Private/Public Limited
Voluntary change of OPC to Private Limited or Public Limited:
An OPC fused under companies Act, 2013 can't change its company over to Private wilfully before the expiry of a long time from the date of Consolidation.
Following a long time from the date of Fuse of OPC can change over to Private/Public Limited by making an application to Enlistment center of Companies according to Area 18 and Rule 7(4) of Companies Act. 2013.
- Compulsory Transformation of OPC to Private/Public Limited and The other way around
- According to the Standard 7(4) of the Companies (Consolidation) Rules, 2014 When a One Individual Company has a settled up capital more or equivalent to Rs. 50 lakhs or the Yearly turnover for the applicable monetary year surpasses Rs. 2 crore, then, at that point in such conditions, the company needs to necessarily change over itself into Private Limited Company or Public Limited Company.
- According to Area 173(3) assemble for board conference to get Endorsement of Board of Directors for Discussion of Private/Public Limited Company to OPC or The other way around. The discussion of OPC to Private/Public Limited and The other way around will occur by passing an extraordinary goal in Additional standard General Meeting, However in the event of OPC - just a single part, practical chance of pass an uncommon goal isn't there, all things being equal on the off chance that he records something similar in minutes with his particular that will be adequate. In the wake of recording in minutes, the company needs to document the particular e-shapes according to companies Act, 2013 to get discussion affected.
Change of article:
- Update of Affiliation is considered as the constitution of the company. This plainly defines the extension and company's activities. Changing object of a company requires Modification on Update of Affiliation. The reminder can be altere simply by passing uncommon goal as recommended in area 13 of Companies Act, 2013.
- Call a Board Meeting:
- Regarding board meeting a seven days earlier notification ought to be issued.
- To get appropriate endorsement from board directorss to change the item
- Fix date, time and location to hold General Meeting.
- Drafting the logical assertion for the General Meeting all are mandatory cycle.
- Convene of General Meeting:
- According to the difference in object proviso Passing the exceptional Goal under section 13 of the companies Act, 2013.
- After getting endorsement from Shareholders, our Company law master will record essential documents and structures.
- Finally, getting endorsement from Recorder of Companies according to the relevant guidelines.
Change of directors:
A Company have a board to manage decision taking info everyday business activities. The company will exist for since a long time ago run however Overseeing work force may alterable one as per shifted reasons. Board of Directors some may leave, some may decrease, some may joint, some may take relaxed opening, some directors might be named by monetary establishment as Candidate etc.,
According to Companies Act, Area 152,161,164,168 and other appropriate arrangements are recommended for the states of Directors May name, leave, decease, preclude from Directorship. It's an Obligation of a company to record the imperative structures with Recorder of Companies to offer impact to something similar alongside Essentials documents.
A directors is delegated through a GENERAL MEETING as it were. On the off chance that any directors leaves or resigned or deceased, the board would pass a BOARD Goal for an Extra Directors and such arrangement ought to be regularized in Yearly GENERAL MEETING.
Direct a Board Meeting:
- Pass a Board Goal as indicated by Arrangement/Acquiescence/Change in Position and get an endorsement from the Board of Directors.
- To make this goal a viable one, vital structures are recording with Enlistment center of Companies inside 30 days from the date of passing the goal.
- For such arrangements company need to get an Assent, Declaration, Implication letter from board of directors to act as an Overseer of the company.
- For Acquiescence measure the company ought to get appropriate Renunciation letter from the Directors and ought to recognize equivalent to arrangement.
We are the specialists in Secretarial Techniques and having even insight to deal with the areas and arrangements according to Companies Act, 2013. We are here to help you and your company to keep up to day records about Directors list and their situation in a company and will help you drafting every single secretarial report.
Goals to be recorded with ROC:
In an Arising Business world maintaining an effective business and blasting your business is certainly not a simple assignment, there will be a numerous ideas, sees, developments will occur to advance your business and there will be need of assets to meet your company monetary requirements, there will be expansion of business, purchase or contribute etc.,
Rundown of Issue or Goals to be recorded with Recorder of Companies:
- Section 94(1) of Companies Act, 2013 - Proposed goal for keeping registers and returns at a spot other than enrolled office of the company
- Section 117(3) of Companies Act, 2013
- Special Goals – which influence changes of Reminder of Affiliation and Articles of Affiliation and some other Case.
- Resolutions, which is need to concur by all individuals from the company. Assume in case it isn't concurred it will not a viable. For this reason goals are acquiring significance.
- Any goal of the Board of Overseers of a company or understanding executed by a co., identifying with the arrangement, reappointment or reestablishment of the arrangement, or variety of the terms of arrangement, of an overseeing directors
- Resolutions or arrangements which have been consented to by any class of individuals however which, if not really consented to, would not have been successful for their motivation basically indicated larger part individuals from the board will acknowledge. This is the lone cycle to tie arrangements and goals.
- Resolutions requiring a company to be wrapped up deliberately passed in compatibility of sec.304
- Resolutions passed in compatibility of sub-area (3) of section 179
- Any other goal or understanding as might be recommended and set in the public area
- Section 179(3) of Companies Act, 2013:
- To settle on decisions on shareholders in regard of cash neglected on their offers.
- To approve repurchase of protections under section 68, To give protections, including debentures, regardless of whether in or outside India, To get monies, To contribute the assets of the company, To give credits or give ensure or provide security in regard of advances.
- To endorse yearly fiscal summaries, see the Board's report and quarterly/half-yearly fiscal summaries or results due to extending business of the company.
- Approving combination, consolidation or reproduction to assume control over a company or get a controlling or considerable stake in another company
- Section 182 of Companies Act, 2013: To make political commitments
- Section 203 of Companies Act, 2013: To choose or eliminate key administrative staff or to fill relaxed opening and To observe appointment(s) or removal(s) of one level underneath the KMP
- Section 204 of Companies Act, 2013: To choose secretarial auditor
- Section 184 of Companies Act, 2013: To observe the exposure of directors' premium and shareholding and to establishing 5% or a greater amount of the settled up share capital and free saves of the purchase, sell ventures held by the company (other than trade speculations), investee company
- Section 76 of Companies Act, 2013: To welcome or acknowledge or recharge public deposits and related issue and to survey or change the terms and states of public deposits
We earnlogic with company law specialists shaped to serve you and to help you in all manners to drafting the goals, putting them and to get endorsement from board and documenting the application with the Enlistment center of companies and to get endorsement from ROC.
Issue and Distribution of Offers
Each company needs to expand its settled up capital every now and then according to the need of business. The advertisers of the company will get the sum for the company development. There are diverse methods of apportioning of offers.
Method for Rights issue:
Rights issue implies assuming a company needs to raise its issued capital, then, at that point the company can offer offers to existing investors and the current investors can disavow the offers to different individuals.
The means to assignment of offers are as per the following:
- Convene a Board meeting to Draft a letter of offer and issue the offer letter to every single existing shareholder. The offer letter ought to be open for least 15 days and limit of 30 days and pass a board goal for issue of rights offers and endorsement of letter of offer.
- Hold a Board Meeting to support issue of offers by rights issue.
Transfer and Transmission of offers:
- A transmission of interest in portions of a company, of a deceased individual from the company, made by the legitimate delegate of a deceased part will be considered as transmission of offers by activity of law. This transmission will be enlisted by a company in the Register of Individuals.
- In instance of Transmission of offers by activity of law it isn't important to execute and submit move deed. A straightforward application to the company by a lawful delegate alongside the accompanying vital evidences is adequate:— a. Certified duplicate of death testament; b. Progression testament; c. Probate; d. Example mark of the replacement.
- Transfer of offers is moving existing part offers to new part or existing part via Instrument for Move of offers which is obligatory. According to area 56 the company will not enlist an exchange of offers except if the part provides an appropriate application to the company in move deed in Structure NO SH 4.
Registration of charge and satisfaction of charge:
Being a fruitful Advertiser and More grounded Business character is very impractical with overflow of assets to secure, form, extend and develop your business and items. Massive speculation is needed to address different issues of business, there is need to get advances/credits from banks and other monetary establishments. Each company which gets advance/credit office should enroll its advance sum via production of accuse of imperative documents to recorder of companies. Similarly when the company reimburse the credits it should answer to enlistment center of companies via satisfaction of charges.
Steps for Enrollment of charge and satisfaction of charge.
- Convene a Board Meeting: To get in head endorsement from board of directors to get advance and according to area 77 it will be the obligation of the company to enlist the specifics of charge instrument endorsed by both company and the charge holder. The company should document imperative structures with enlistment center of companies inside 30 days. In the event that the recording isn't done in 30 days from date production of instrument. It might recorded inside 270 days from the last date i.e. 30 days, alongside the endorsed extra charge, if the Recorder of Companies is happy with the justification the delay.
- The Company will offer insinuation to the Enlistment center on installment or satisfaction in brimming with any charge enrolled under this part inside 30 days from the date of such installment or satisfaction. The company should document essential structures alongside satisfaction letter from monetary foundation with enlistment center of companies inside 30 days according to area 77 of companies act, 2013.