CA Nitesh More
1. Appointment of Company Secretary is required the following type of Companies :-
a. Listed Companies
b. Public Limited Companies having paid up capital more than 10 Crores
c. Companies having paid up share capital of five crore rupees or more (Rule 8A inserted vide Notification No. G.S.R. 390(E) dated 09.06.2014)
2. Form MGT 7: Annual Return with exhaustive verification and authentication is mandatory by the Company Secretary in Whole time Practice for all the companies not having a Company Secretary in Employment in Form No. MGT 7 comprising the Registration Details, Name and Location of the Company and other clauses relating to Principal Business Activity of the Company, Particulars of Holding, Subsidiary and Associates Company, Changes in Authorised, Issued, Subscribed and Paid-up Share Capital including Preference Share Capital, Debentures, etc., Turnover and Net Worth of the Company, Shareholding Pattern and changes thereof, Indebtness, Details of Members, Debenture holders, etc. Composition of Board of Directors, Key Managerial Personnel, CFO, Full details of Meeting of Members/Board/Committees of Directors alongwith Attendance particulars, Remuneration details of MD, WTD, Other Directors and Key Managerial Personnel covering particulars of Gross salary, Value of perquisites, Profits in lieu of salary, commission, etc, Details of Penalties/Punishment/Compounding of Offences by company/directors and other officers, Details of Compliances with respect to Returns filed with ROCs, Disclosures of Closure of Register, Declaration of Interim/Final Dividend, Particulars of Inter-corporate Loans, Investments, Contracts in which Directors are interested/related party transaction, Resolutions passed by Postal Ballot, Details of Shares held by or on behalf of FII, Details regarding Corporate Social Responsibility, Limits on Loans and Investments and Restrictions on Powers of Board, etc.
3. THE COMPANY HAS TO FILE FORM MGT 9 WITH THE DIRECTORS REPORT COMPRISING EXTRACTS OF ANNUAL RETURN AS GIVEN IN FORM MGT 7.
4. Form MGT 8: Annual Return Certification is compulsory from Practicing Company Secretary for Listed Companies and the Companies having Paid Up Capital more than 10 crores or Turnover 50 Crores in Form MGT 8.
5. As per Section 204(1) Secretarial Audit in Form MR-3 from Practicing Company Secretary is compulsory for every Listed Company and Public Limited companies having Paid Up Capital more than 50 Crores or Turnover 250 Crores or more. This requires compliances under various other Acts, also namely the Companies Act, 2013, the Securities Contact Regulation Act, 1956, the Depositories Act, 1996, the Foreign Exchange Management Act, 1999 and rules and regulations made thereunder and the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder.
6. As per Section 12(3)(c) every company shall ensure that its name, address of its registered office and the Corporate Identity Number (CIN) along with telephone number, fax number, if any, e mail and website addresses, if any, shall be printed in all its business letters, billheads, letter papers and in all its notices and other official publications. CIN to be printed on all letter heads and printed material of company like invoice etc along with its registered office and corporate office address.
7. Borrowings should be only from Directors. If taken from others then it will be treated as Deposit and Deposit rules have to be followed.
8. Unsecured Loan can be taken from Promoters only if any stipulation is imposed by the Financial Institution or Bank.
9. As per Section 185 Loan to Directors or the companies in which there are common directors or shareholders is prohibited.
10. All companies will have to pass Special Resolution under Section 180 for taking approval from Shareholders for approving limit of Total loan to be taken from the Financial Institution.
11. As per Section 177 Audit Committee, and as per Section 178 Remuneration Committee and Nomination Committee is required to be constituted in case of Public companies having Paid up capital of Rs. 10 crores or more or the companies having turnover more than Rs. 100 crores or more or having outstanding loans/ debentures/deposit exceeding Rs. 50 crores or more.
12. As per Section 149(4) every Listed Company shall have at least one third of the total number of directors as Independent Directors and every public companies having paid up capital of Rs.10 crores or more or Public companies having turnover of Rs.100 crores or more or Public companies having, in aggregate, outstanding loans, debentures and deposits exceeding Rs.50 crores shall have at least two Independent Director.
13. Consolidation of accounts is mandatory in case of subsidiary or associate companies. Where associates companies are those in which a company having control of 20% or more in share capital of other company.
14. As per Section 135 Corporate Social Responsibility(CSR) the companies having profit more than Rs. 5 Crores in any of the end of Financial Year, the company is required to incur the expenses on CSR equal to 2% of Average profits of last 3 years. For this CSR, Committee of 3 directors is required to be constituted where there will be at least 2 independent directors who will formulate the CSR Policy and the same will have to be published on the Website of the Company.