Category Archives: ROC Services
R K Kumawat & Associates offers ROC based services, company registration and company law services.
Q.2 Explain the term ‘Board of directors’
Ans. The term ‘Board of directors’ means a body duly constituted to direct control and supervise the activities of affairs of a company. In other words, the Board of directors is the ‘directing mind and will’ of the company.
Board has management and the control of the company. The ‘Board of directors’ is the supreme authority having the management and control of the affairs of a company. It is entitled to exercise all such powers as the company is authorized to exercise. However, certain powers are required to be exercised in general meeting by the shareholders, and therefore such powers shall not be exercised by the Board.
Functions of the Board. The Board directs controls, manages and superintends the affairs of a company. It formulates the general policy of the company, establishes organizational set up for implementing these policies, and directs its affairs to achieve the objectives laid down by it. The success of the company depends on the efficient functioning of its directors. Therefore, Board has been referred to as the eyes, ears, brains, nerves and essential limbs of the company.
The directors collectively are referred to as the ‘Board of directors’ or the ‘Board’ [Section 252(3)]. In practice, the expression ‘directors’ is also used to mean the ‘Board of directors’
All the powers vested in the Board of directors are exercisable by the directors collectively, i.e., by the Board. An individual director has no authority to act on behalf of the company, unless he is so authorized by the Act, articles, a resolution of the Board of Directors or a resolution of the shareholders.
Q.1 Why does a company need directors?
Ans. The need for directors may be explained as follows:
- 1. Company is an artificial person incapable of acting by itself
On Incorporation a company becomes a legal person, i.e. it has a legal entity of its own, it is empowered to hold properties in its name and it can sue others. Also, the company is referred to as an artificial person, i.e., it is invisible, intangible and exists only in contemplation of law.
However, a company is not a natural person, i.e., it has no mind or body of its own, it has no eyes to see, no ears to hear, no hand to sign and no brain to think and take decisions. Therefore, a company cannot act by itself and consequently it has to depend upon some human agency to act in its name.
- 2. Separation of ownership from management
The members have no inherent right to participate in the management of the company. They generally lack the expertise to manage the affairs of a company. Further, a large sized company may have its members running into lakhs, who are dispersed all over the length and breadth of the country, which makes it impossible to give the management of the company in their hands. Therefore, a specialized body of persons, called as directors is appointed by the members to manage the affairs of the company.
- 3. Statutory requirement to have directors
The Act has recognized the need for directors and their vital position in a company. It requires every company to have its Board of directors. As per section 252, every public company shall have a minimum of 3 directors and every private company have a minimum of 2 directors.
|Delegation by the Board is permissible
The Board of directors may manage the company either by itself or where it is overburdened with the day-to-day affairs of the company, it may delegate some of its functions to a managing director, a manager, or a committee of directors.
R K Kumawat & Associates
Address:G-15, Ashirwad Complex, Central Spine, Vidhyadhar Nagar, Jaipur – 302023 (Rajasthan)
Email : firstname.lastname@example.org
Phone : +91-8829035203 , +91-9928399554
The Firm has requisite infrastructure & professional experience to undertake routine as well as specialised assignments in a multitude of professional fields including Joint Ventures Audit, & Taxation, Consultancy & Advisory Services, & Cost Control, & Financial Investigation, Corporate Law etc.
In the field of Statutory & Taxation Audit, over the years, the firm has gained experience in the field of Statutory, & Branch, & Concurrent, & Inspection, Revenue, Expenditure, Management, Internal and Systems Audits of Public/Private Limited Companies, Banks, Public Sector Undertakings, Insurance Companies, Co-operative Soccieties, Trusts, Branch/Project/ Liaison Offices of Foreign Companies, Non-Government.
The firm has provided business specific solutions to each of its clients in the following area :-
Internal Audit Services
- Internal Audit
- Proprietory Audit
- Operational Audit
- Internal Audit- Re-engineering
- Management Audit
Business Process & Risk Counselling
- Performance Improvement
- Cost Reduction
- Management Systems Advisory
- Process Improvement
- Diagnostic Review
- Management Information
- Policies and Procedures
It has been the endeavor of the firm to provide the best possible tax advisory & compliance services to its clients based on the experience gained by the firm over the years & in dealing with a Multitude of Clients. The experience of the firm over the years with a Multitude of clients has helped the firm in developing customised solutions within the ambit & frame work of the Tax Laws which has helped its clients in obtaining optimal tax solutions. The tax advisory & compliance department of the firm keeps abreast of the latest legal judgements & tax laws alongwith the emerging economic scenario in different industrial fields & the impact thereof on the client’s business to ensure highest standards of professional services.
We offer our services in the following areas :-
- International Tax
- Domestic Individuals and other Legal Entities Tax
- Domestic Corporate Tax
- Mergers and Acquisition – Tax Implications
- Expatriate Taxes
- Indirect Taxes
- Tax Planning
- Employee Taxation
- Withholding taxes
- Domestic Tax Proceeding and Representative before Tax Authorities
The experience of the firm in dealing with Multifarious Corporate clients has give the expertise to the firms to provide its clients with a competitive edge in the Indian environments. The experiences also ensures compliance with the Corporate Laws. The experiences of the firm can also help its clients to achieve their needs by Corporate Finance. The Services offered are :-
- Transaction Advisory
- Cross-Border Transactions
- Mergers & Acquisitions
- Private Equity
- Due Diligence & Financial Investigations
- Transaction Support
- Corporate & Financial Structuring
- Business Planning
- Approvals/Clarifications from Regulatory Authorities
- Business Advisory Services
- Analysis of Business Decisions & their impact on shareholder value
- Market Entry Strategies
- Business Strategy Development & Assessment
- Assistance on identification of Partners for Joint Venture
- Distribution & Alliances
- Preparation & Profit and Financial viability Reports
- Portfolio Management
- Securities and Exchange Board of India (SEBI) Related Services
- Advise on SEBI Regulations
- Representation before the Board for seeking clarifications & representing clients in legal matters.
The firm maintains a data base of personnel for its own needs as well as the needs of its clients & has helped its clients with pro-active role in selection/ recruitment of personnel based on its experience gained over the years.
FOREIGN EXCHANGE LAW AND FOREIGN INVESTMENT APPROVAL SERVICES
Having Multinational Corporations as clients, the firm has gained immense experience in Foreign Exchange Laws & some of the services provided by the company are as under :-
- Advising clients on & ensuring compliance with the provisions of the Foreign Exchange Management Act, 1999 (FEMA)
- Advice on Investment Structuring decisions
- Advise on Indian Government’s policies on foreign Investment in India
- Obtaining approvals from the Reserve Bank of India with regard to various transactions involving foreign exchange like stock option plans, & Technology Transfer Agreements, EPC Contracts, legal service agreements, acquisition of foreign companies, foreign currency loans, suppliers credits etc
- Preparation of documentation and obtaining approvals from the Reserve Bank of India for the allotment/transfer of shares to foreign citizens and foreign companies
- Establishment/winding-up/ extension of and various other matters pertaining to the operation of Liaison/Branch/Project Offices of foreign companies operating in India.
- Advice on Overseas Acquisitions
- Drafting applications and obtaining approvals of foreign investment proposals in various sectors of economy from the Government of India
Company Law matters have been the field in which the firm is well versed because of its past experience in dealing with large Indian & multinational Organisations having peculiar needs in Company Law matters. The matters dealt with under Company Law are as under as :-
Counsel on & ensuring compliance with the provisions of the Companies Act, 1956.
- Incorporation of companies
- Preparation of minutes of Board/Extraordinary/ Statutory & Annual General Meetings
- Registration of Liaison, Branch & Project Offices of Foreign Companies with the Registrar of Companies
- Preparation and filing of Annual Returns & other Statutory documents as required under the provisions of the Companies Act, 1956.
- Carrying out Searches and Collateral Inspection of Fixed Assets, & Book Debts and Stock for Banks, Financial Institutions etc. Legal compliance with regard to the registration of charges.
- Assistance in obtaining regulatory approvals from the Company Law Board for Mergers & Amalgamations and other matters
Assistance in winding up of companies
Email : email@example.com
R K Kumawat & Associates is a leading Business registration company in Jaipur. Please provide your details here CLICK to initiate your Private/Public Limited Company registration process in Jaipur. Your Company will be registered with in 25 working days.
Procedure for Company Registration in Jaipur
1. Document Requirements: Every Director must have Permanent Account Number(PAN) Card (if digital Signature is to be obtained for in the name of the said Director) issued by the Income Tax department as an Identity proof & one address proof in his/her name. Two passport size photographs of each Director, are required. Clear Scanned copies of proofs & photos are preferred
2. Name Availability Search: It is advised to conduct a Name Search for the proposed name of the Company to make sure that there is no identical /or similar LLP/Company already registered in India or for which an application for registration has been submitted
3. Payment of Fees (Part Payment): Part payment is taken to initiate the Company Incorporation process. We provide you following payment options: 1. Cheque, 2. Cash 3. Online Transfer
4. Application of DIN & Digital Signature: We will prepare & send all the required documents for signature of the Promoters at one go
5. Name Application: After approval of all the DIN, we will draft the Main Object of the Company after the approval of the Promoters. On the approval of the Promoters, our team will forward Company name application with the Registrar of Companies(ROC)
6. Payment of Fees (Final Payment): After the approval of the name, the remaining payment is taken
7. Filing of Incorporation documents: Our Team will prepare all the relevant documents along with eForms, Memorandum of Association (MOA) & Articles of Association (AOA) required for the company incorporation & will file the same with the authorities.
8. Final Process: After completion of the process, we provide you a file containing all documentation made for Company formation along with DIN papers & Digital Signatures.
9. Long Term Relationship: We make with all our clients a very long term relationship. We provide all kinds of recurring compliance services required by the Company in the form of Annual Return filing & various Event Based Compliances.
Email : firstname.lastname@example.org
|The Ministry of Corporate Affairs(MCA), Government of India is the main body that regulates the Company Registration In India process. Company Registration in India is governed by the Companies Act, 1956. The companies act sets down rules & regulations for the establishment of both public & pvt companies in India. Many provisions of the companies act are not applicable to the pvt limited companies. Private limited companies are best suited to foreign entities who want to set up their operations in India with their own money & less partners & are not planning for public issue.|
|The following types of business entities are available in India:
• Sole proprietorship
• Unlimited company
|In addition to the above legal entities, the following entities are also available for foreign investors & foreign companies doing business in India:|
|• Branch office
• Joint ventures
|The choice of entity depends upon circumstances of each case. As a recent development in Company Incorporation in India procedures, various forms & applications under Companies Act 1956, & the Rules & Regulations are being facilitated through e-filing which is projected by Ministry of Company Affairs(MCA).|
|Company Registration in major cities in India|
|Select the Name of your company|
|Your name is your first communication step, so the first step for registering your company is to select a Business name. The name you select should reflect your business & should satisfy the guidelines of the Ministry of Corporate Affairs(MCA), Government of India. The Authorized capital(AC) of your company always depends on the inclusion of certain keywords in the name of the company.|
|Select the type of company you wish to start|
|a) Pvt ltd company:
A company formed by minimum two members as shareholders is a pvt company.
|Its features are:
• Name ends with words “Private ltd”
• Minimum paid up capital is Rs 100000.
• Maximum number of members is limited to 50.
• There is restrictions on the transfer of shares.
• It prohibits invitation to the public to subscribe shares.
• It prohibits acceptance of deposits from the public.
|b) Public Ltd company:
A company which is not a pvt company. The minimum no of members or shareholders required for registration is 7 & 3 respectively. There is no restriction on maximum no of members, acceptance of deposits ,transfer of shares subject to the compliance of the Companies Act, 1956.
|Select the State in which you want to register your company|
|Most people select Home state for registration of company. A registered company can operate in any state of india. No special registration formalities are required for doing business in india. The only additional requirement would be to get the local Value Added Tax(VAT) registration.|
|Select the right object of your business & the capital investment|
|The object of your business & company should be in relation to the name you have selected. Do not select different objects for your business & company at a time. Details of the objects should be clear.|
|The minimum capital requirement|
|The minimum capital requirement for pvt company registration in India is INR 100000 and INR 500000 for a public ltd company. The registration fees depends upon the amount of capital investment.|
|To Furnish the details of company Directors|
|A company is managed by Directors those are appointed by Shareholders. There is no compulsion that a director should be a shareholder of the company. The only qualification required for a Director is to have an approved DIN number, issued by the Ministry of Corporate Affairs(MCA). The minimum no of Directors for a pvt company is Two(2) and public limited company is Three(3).|
|Finally you need to give the details of your company promoters|
|The minimum number of promoters required for registering a Pvt limited co is Two(2) and Pub ltd co is Seven(7). Promoters can be individuals, companies registered outside India , companies registered in India,. The documents that the promoters of your company will subscribe are Memorandum of Association(MOA) & Articles of Association(AOA).|
|Company Registration in India|
|The last step to complete the Company Registration in India process is filing documents with the Ministry of Corporate Affairs(MCA) & signed with the digital signature certificate(DSC) issued by an approved certifying authority in India.|
|If you are running a business & yet not registered with Delhi government, then you need to register it or else some other entrepreneur will use your company name. On registering your company with Delhi government, your company name will not be used by anybody. Business set up in India has been liberalized over the years, still it requires new company formation in India approval, legal compliance & registration with concerned authorities. Business set up in India involves various steps, however broadly classified in to Three(3):|
|Approval for Investments|
|Today setting up business & making Investments in India generally do not require any approval except in some cases that require approval from the Foreign Investment Promotion Board (FIPB) or/& the Reserve Bank of India(RBI) as the case may be.|
|Company Incorporation in India: Business set up in India|
|Company Incorporation in India: Business set up in India through Ltd liability company involves registration with the Registrar of Companies under the Companies Act, 1956.|
|Registration with various authorities|
|Business set up in India to be functional require to register with various Tax, Labor & other authorities.|
|A Foreign company planning for Business set up in India has the following option:|
|• As an incorporated entity under the companies act, 1956
• As an un incorporated entity through Branch office , liaison office of a foreign company.
|A Foreign company may open a liaison office in India to promote its business interest & explore further opportunities & act as a communication channel between itself & various Indian companies. A Liaison office could be established with the approval of Reserve Bank of India(RBI). Permission for such offices is initially granted for a period of 3 years & may be extended from time to time. Foreign companies engaged in manufacturing & trading activities abroad are allowed to set up Branch offices in India with the approval of RBI & may remit outside India profit of the branch , subject to the RBI guidelines after the payment of applicable Indian taxes. Applications for setting up these offices may be submitted to Chief General Manager(CGM), Exchange Control Department(Foreign Investment Division) RBI, Central office, Mumbai.
Email : email@example.com
Registration of a company allows the business to achieve a firm position in the market. R K Kumawat & Associates is involved in providing Company Registrations to the clients/customers all across the world. Our Company registration services are appreciated by the customers/clients for their timely completion without any obstructions.
Why our Company Registration Services are best?
Introduction for Company Registration in India :
If you want registration of compa in any country please contact us on below mentioned email-id & mobile no..
Company Registration Form
Email : firstname.lastname@example.org
We act as business advisors & financial consultants to strategise & oversee the implementation of business initiation plans. We support start-up ventures at all stages of the business cycle – from identifying appropriate entry routes to assisting in deal structuring & providing post set-up services.
We suggest, plan & implement entry strategy in India for your business by doing an analysis of all the forces i.e. market & competition, regulation etc.
We offer various location studies by evaluating the relative advantage of different states, cities & districts based on well-defined multi-perspective geographic, economic & political factors.
We enable creation of dynamic financial models for your business, incorporating all possible factors that would impact the return & risk associated with the venture.
Joint Ventures/ Partner search & evaluation
This includes identifying potential partners, evaluating their strengths, weaknesses & synergistic capabilities besides recommending appropriate partnership structures.
We arrange for the complete set of regulatory approvals required from Foreign Investment Promotion Board (FIPB) or Secretariat of Industrial Approvals (SIA) or Reserve Bank of India (RBI), Registrar of Companies (ROC) & other concerned authorities.
Due diligence reviews
We, R K Kumwat & Assocciates conduct in-depth transaction scrutiny on credentials of Indian or foreign companies or groups prior to entering into business partnerships.
Representative office facility
We organise the office infrastructure & manpower during the ‘in transit period’ of a start up when it is in the process of setting up office in India.
Email : email@example.com
Phone : +91-8829035203,+91-9928399554
FAQ on Indian Companies
What is Private Limited(Pvt Ltd) Company?
A Private Limited Company is a Company limited by shares in which there can be maximum 50 shareholders, no invitation can be made to the public for subscription of shares or debentures, cannot make or accept deposits from Public & there are restriction on the transfer of shares.
The liability of each shareholder is limited to the extent of the unpaid amount of the shares face value & the premium thereon in respect of the shares held by him. The minimum number of shareholders is two(2).
What is Public Limited Company?
A Public Limited Company is a Company limited by shares in which there is no restriction on the maximum number of shareholders, transfer of shares & acceptance of public deposits. The liability of each shareholder is limited to the extent of the unpaid amount of the shares face value & the premium thereon in respect of the shares held by him. The minimum number of shareholders is seven(7).
Which entity is best suited?
The choice of type of company formation depends on circumstance of each case. Private (pvt) Limited Company has lesser number of compliance requirements. Therefore, generally where there is no requirement of raising of finances through a public issue & the ownership is intended to be closely held by limited no of persons, Private Limited Company is the best choice.
What is the minimum paid-up capital of a Private Limited Company?
The minimum paid up capital at the time of incorporation of a private limited company has to be Indian Rupees one lack(1,00,000). There is no upper limit on having the authorized capital & the paid up capital. It can be increased any time, by payment of additional stamp duty & registration fee.
What is the difference between authorized capital & paid up capital?
The authorized capital is the capital limit authorized by the Registrar of Companies up to which the shares can be issued to the members &/ public, as the case may be. The paid up share capital is the paid up portion of the capital subscribed by the shareholders.
What is the procedure in obtaining a name approval for the proposed Company?
An application in Form No. 1A needs to be filed with the Registrar of Companies (ROC) online through Digital Signature(DSC) of 1 of the proposed director. The details to be furnished in the said application are as follow:
|•||Alternative names of the proposed company. (The name can be coined names from the objects of the proposed company /or the name of the directors, etc. but should definitely be indicative of the main object of the company. Justification for the names needs to be specified along with the application)|
|•||Names and addresses of the promoters (Minimum seven(7) for a public company while two( 2) for private company).|
|•||Authorized Sh Capital of the proposed company.|
|•||Main objects of the proposed company.|
|•||Name of other group companies.|
|On submitting the application, the ROC scrutinizes the same & sends the approval / objections in about 3-4 days to the applicant through e-mail.|
What is the Memorandum Of Association (MOA) and the Articles Of Association (AOA) of a company and what is the procedure in this regard?
On receipt of the name approval intimation from the ROC the MOA and the AOA are required to be drafted. The MOA states the main, ancillary / subsidiary & other objects of the proposed company. The AOA contains the rules & procedures for the routine conduct of the proposed company. It also states the authorized sh capital of the proposed company & the names of its first / permanent directors. After that MOA & AOA are required to be stamped.
A stamp duty is required to be paid on Memorandum MOA and AOA. The stamp duty depends on the authorized share capital.
Email : firstname.lastname@example.org
Phone : +91-8829035203 ,+91-9928399554
Companies Act, 1956
Companies registered or incorporated in India are governed by the Companies Act, 1956.
Shareholders & Directors ;
|•||There is no need to appoint local director to register or incorporate a company in India.|
|•||Foreign nationals or Companies can incorporate company in India & hold foreign equity to the extent of 100%, which is dependent upon sector in which company will operate & is subject to approval from either Reserve Bank of India (RBI) or Foreign Investment Promotion Board (FIPB).|
Memorandum and(&) Articles of Association
The Memorandum of Association states the main, ancillary / subsidiary & other objects of the proposed company. The Article of Association contains the rules & procedures for the routine conduct of the proposed company. It also states the authorized share capital of the proposed company & the names of its first / permanent directors. After that Memorandum of Association & Article of Association are required to be stamped.
A stamp duty is required to be paid on Memorandum of Association(MOA) & Article of Association(AOA). The stamp duty depends on the authorized share capital(ASC).
Share must be expressed in a fixed amount.Shares to be subscribed must be expressed in Indian rupees.
Accounts & Auditors
Every company is required to appoint an auditor each year at its Annual General Meeting(AGM). An auditor must be qualified by virtue of the ICAI Act 1949 & completely independent of the company. Audited accounts of the company serve as tool for various stakeholders like creditors, bankers, investors and revenue authorities.
The names & personal particulars of the directors and secretary, register of charges, share capital, registered office address etc. must be filed with the Companies Registry for public inspection upon incorporation & if there is any change thereafter.
An annual general meeting (AGM) must be held once in every financial year & not more than 6 months after the end of financial year. However, a company need not hold its first AGM until eighteen (18) months of its incorporation.
Companies or Organizations are governed in India by companies act, 1956. Every company is required to register themselves with the Registrar of Companies (ROC) & file the necessary documents for various statutory requirements.
Types of companies: According to company laws normally companies are limited by shares & the shareholders are liable upto the unpaid value of their shares. Indian companies are mainly two(2) types:
Private Limited Company – maximum numbers of members are 50 & prohibits any invitation to the public to subscribe any shares or debenture, restrict the right to transfer its shares.
Public Limited Company- Invite public to subscribe shares or debentures & any number of members(without any restriction) or other than private limited companies.
R K Kumawat & Associates provides following services:
- Formation of Private &/ Public Limited company as per Companies Act,1956.
- Drafting of memorandum(MOA) & article of association(AOA) of companies.
- Conversion of a private company into a public company & public company into a private Ltd.
- Changing the name of the company.
- Alteration of main object of the company.
- Change of registered office.
- Inclusion of new business in the memorandum of the company.
- Holding & subsidiary company
- Statutory meeting & statutory report
- Appointment of directors & their remuneration.
- Inter corporate investments
- Foreign companies
- Amalgamation, merger & acquisition of companies.
- Payment of dividend by companies
- Buy back of shares
Email : email@example.com
Phone : +91-8829035203 ,+91-9928399554