Alteration of MOA

1) Issue Notice of Board Meeting to all the Directors of Company, at least 7 days before the date of Board Meeting.

2) Hold a meeting of Board of Directors of the Company & Pass Board Resolution-

• To discuss the agenda & to obtain approval for alteration in MOA & recommending the proposal for members’ consideration by way of Special resolution;
• To fix the day, time and venue of the General Meeting and to approve the draft notice convening the General Meeting & authorize the Director or Company Secretary to sign and issue notice of General Meeting.

3) Hold the General Meeting & Pass Special Resolution for alteration in Memorandum of Association,

4) File Form MGT-14 with the Registrar within 30 days of passing the special resolution, along with following attachments-

• Certified True Copy of the Special Resolution along with explanatory statement
• Copy of the Notice of meeting
• Amended copy of the Memorandum of Association
• Copy of Attendance Sheet of General Meeting.

5) Make necessary amendments in all the copies of Memorandum of Association.

Application for DIN

Any person intending to become a director in a new Company is required to apply for the allotment of Director Identification Number (DIN) only through SPICe+ form at the time of incorporation.

Any person intending to become a director in a existing company, should submit e-form DIR-3 for application of DIN.

DSC is mandatorily required while applying for DIN

Documents required

• Latest Passport Size Photograph,
• Attested Proof of Identity
• Attested Proof of Residence
• Copy of Board Resolution proposing his appointment as director

To be signed by

• Applicant
• CS in whole-time employment/MD/CEO/CFO in which applicant intends to be appointed as director.

Fees of Rs 500 is payable via net banking/Credit Card/Debit Card/NEFT.

After successful payment, Approved DIN shall be generated.

PAN Number is mandatorily required for Indian Applicants, which will be verified from Income-TaxPAN database.

DIR-3 KYC

Any person who has been allotted DIN before the end of financial year, is mandatorily required to file form DIR-3 KYC before 30th September of next financial year.

KYC can be done via

E-form DIR-3 KYC:For persons updating KYC with MCA for first time ,or, for DIN holders who wants to update any information such as E-mail id, Contact number etc.

Web Based DIR-3 KYC For all other cases, web based KYC can be done.

OTP is required to be verified mandatorily in e-form as well as we based KYC.

Fees: - If done on or before 30th September, No fees is payable. After 30th September, a fees of Rs. 5000 shall be payable.

APPOINTMENT OF STATUTORY AUDITOR

Procedure for appointment of First Auditors and Subsequent Auditors under the Companies Act, 2013 of Government Company and for Companies other than Government Company

COMPANY OTHER THAN GOVERNMENT COMPANY

FIRST AUDITOR

• First auditor shall be appointed by the Board within 30 days of incorporation
• If the Board fails to appoint, then members shall appoint first auditor in general meeting within 90 days of incorporation
• First auditor will hold office till the conclusion of the first AGM
• E-form ADT-1 shall be filed within 15 days of appointment to ROC;[In case of Specified IFSC Public and Private Company, the intimation shall be filed within 30 days.]
• Intimation to the auditor for his appointment by the company within 15 days of appointment.

SUBSEQUENT AUDITOR

• Board Resolution for recommending appointment of auditor in the AGM
• Ordinary resolution for appointment at AGM by the shareholders
• Such appointment shall be for a period of 5 years
• E-form ADT-1 shall be filed within 15 days of appointment to ROC;[In case of Specified IFSC Public and Private Company, the intimation shall be filed within 30 days.]
• Intimation to the auditor for his appointment by the company within 15 days of appointment.

FORM AND DOCUMENTS REQUIRED FOR APPOINTMENT OF AUDITOR

E-FormADT-1 is an important document in respect of intimating the Registrar of Companies (hereinafter referred to as the ROC) at the time of appointment of the auditors, and it shall be filled within 15 days of such appointment.

Mandatory documents required along with Form ADT-1

Following attachments are mandatory along with above mentioned is provided below:

• Certified true copy of Board resolution or Shareholder resolution as the case may be
• Written consent from the auditor upon his appointment.
• Certificate from the auditor that he is not disqualified to be appointed as per Section 141 of the Act which talks about eligibility, qualifications, and disqualifications of auditors.
• Intimation letter sent by the company to the auditor.

Appointment of Director

Procedure of Appointment of Director is as follows-

• Check if Person to be appointed as director, have DSC and a valid DIN.
• Obtain Consent from proposed director in form DIR-2 and a declaration in form DIR-8 that he is not disqualified to act as director. Also obtain his statement of interest in other entities in form MBP-1.
• Issue Notice of Board Meeting at least 7 days before the date of Board meeting, Convene Board meeting and pass Board Resolution to;-
• Consider his appointment as additional director subject to approval of members at general meeting;
• Fix date, time and venue of General Meeting and approve notice of AGM/EGM
• Authorize Director/CS to issue the notice of general meeting.
• File E-form DIR-12 within 30 days of Board Meeting to inform about the appointment of Additional Director.
• 5) Hold General Meeting after giving 21 days clear notice to all members, directors and auditors & Pass Ordinary Resolution for regularization of director appointed in Board Meeting.
• File form DIR-12 with necessary attachments within 30 days of appointment, alongwith copy of ordinary resolution.
• Make necessary entries in Register of Directors of the company.

Alternatively, a person can be appointed as a director in general meeting in accordance with Section 160 of companies Act, 2013. Procedure is as follows-

• If company has received a notice proposing a person as a candidate for directorship, not less than 14 days before the date of general meeting alongwith a sum of Rs. 1,00,000 ( Sum is not required in case of Independent Director).
• Company will inform all the members about proposed candidature at least 7 days before the meeting.
• Check if proposed person has valid DIN & is not disqualified u/s 164 and 165.
• Obtain his consent in form DIR-2, declaration in form DIR-8, and statement in form MBP-1.
• Hold General meeting, pass ordinary resolution and appoint the person as a director of the company.In case, he receives less than 25% of total valid votes cast, the sum of Rs. 1 lac shall be forfeited.
• File e-form DIR-12 within 30 days appointment of director and update his details in “Register of Directors” & “Register of KMP”.
• After appointment, director will inform other companies in which he’s already a director, about this recent appointment, within a period of 30 days.

NOTE- Section 160 is not applicable on Private Companies, Government companies and Wholly Owned Subsidiaries of Govt Co.

Procedure For Increase In The Authorize Share Capital

INTRODUCTION

As per section 61 of the Companies act, 2013 a limited company having a share capital may, by passing an ordinary resolution in a general meeting, alter the capital clause of its Memorandum of Association; provided authority to alter is given to it by its Articles of Associations. A notice of alteration is required to be filed with the ROC in Form No. SH-7 within 30 days.

MANDATORY REQUIREMENTS:-

Company can increase its Authorized Share Capital, only if it is authorized by its Articles of Association and after obtaining approval of members by passing an ordinary resolution in Extra-Ordinary general meeting of the company. [Section 61(1)]

Following Procedure Is Required To Be Followed For Increase In The Authorize Share Capital Of Company:-

1:-Check the Article of Association of the Company:

Check whether Articles of Association of Company contain a provision authorizing it to increase its Authorized Share Capital.

If there is no such provision in Articles then appropriate steps required to be taken to amend its Articles.

2:-Convene a Meeting of Board of Directors and pass the necessary Board Resolutions:

• To consider and approve increase of Authorized Share Capital and altering the Memorandum of Association, subject to the approval of shareholders in General Meeting.
• To fix day, date, time and venue for holding General Meeting of the Company.
• To approve the draft notice of General Meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
• To authorize the Director or Company Secretary to sign and issue notice of the General Meeting and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.

3:-Convene General Meeting

Hold the General Meeting on the fixed day and pass an Ordinary Resolution for increasing the Authorized Share Capital and make relevant changes in the Memorandum of Association (MOA).

4:-File Form SH-7 with the ROC:

File a notice of alteration of Share Capital with the Registrar in E-Form SH-7along with the prescribed fee within 30 days of such alteration along with the following documents:

• Certified true copy of Ordinary Resolution for increase in Authorized Share Capital
• Copy of altered MOA
• Copy of altered AOA, if any
• Shorter notice consent, if any
• Any other document, as may be applicable.

Payment of e-Stamp Duty:

Pay the e-stamp duty on the increased amount of the Authorized Share Capital through MCA Portal, if applicable.

Alteration in every copy of MOA and AOA

Every Alteration made in the Memorandum of Association and Articles of Association of the Company shall be noted in every copy of the same.

Name Change of Company

a. Issue Notice of Board Meeting to all the Directors of Company, at least 7 days before the date of Board Meeting.

b. Hold a meeting of Board of Directors of the Company & Pass Board Resolution by selecting the new name –

• To discuss the agenda and deciding on proposed new name for the Company
• To Authorize the Directors of Company to make Application with ROC for Name approval
• To prepare a new set of amended Memorandum and Articles of Association of the Company
• To fix the day, time and venue of the General Meeting and to approve the draft notice convening the General Meeting & authorize the Director or Company Secretary to sign and issue notice of General Meeting.

c. File e-form- RUN (“Reserve Unique Name”) with ROC for approval of name with following attachments-

• Copy of Board Resolution
• NOC from Trade Mark Owner( if any)         NOTE- One resubmission is allowed.

d. On receipt ofName Approval Certificat, issue Notice of General Meeting at least clear 21 days before the date of General Meeting to all the Directors, Members and Auditors of Company.

e. Hold the General Meeting & Pass following Special Resolutions-

• for changing the Name of the Company, subject to the approval of ROC
• for alteration in the Name Clause of the Memorandum of Association,
• for alteration in Articles of Association of the Company.

f. File Form MGT-14 with the Registrar within 30 days of passing the special resolution, along with following attachments-

• Certified True Copies of the Special Resolutions along with explanatory statement
• Copy of the Notice of meeting
• Amended copy of the Memorandum of Association and Article of Association
• Copy of Attendance Sheet of General Meeting.

g .File Form INC – 24 within 30 days of passing of Special Resolution with following attachments-

• Notice along with Explanatory Statements
• Certified True Copy of Special Resolution
• Altered MOA & AOA
• Minutes of General Meeting.
• After completing above procedure ROC shall issue a New Certificate of Incorporation with new name of the Company.

Director KYC

Any person who has been allotted DIN before the end of financial year, is mandatorily required to file form DIR-3 KYC before 30th September of next financial year.

KYC can be done via –

• E-form DIR-3 KYC : For persons updating KYC with MCA for first time ,or, for DIN holders who wants to update any information such as E-mail id, Contact number etc.
• Web Based DIR-3 KYC : For all other cases, web based KYC can be done.

OTP is required to be verified mandatorily in e-form as well as we based KYC.

Fees: If done on or before 30th September, No fees is payable. After 30th September, a fees of Rs. 5000 shall be payable.

Resignation of Director

Section 168- A director may resign from his office by giving a notice in writing to the Company and the Board shall on receipt of such notice take note of the same.

The resignation of a director shall take effect from the date-

• Date on which the notice is received by the company, or
• Date, if any, specified by the director in the notice, whichever is later.

Procedure

• (1) On receipt of the resignation letter, Company shall issue Notice of Board Meeting to all the Directors of Company at least 7 days before the date of Board Meeting. Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
• (2) Hold a meeting of Board of Directors of the Company-
  • To take note of the resignation letter & issue acknowledgement of same to resigning director,
  • To authorize CS/ CFO or any Director of the Company to file the requisite Form and Returns with ROC.
• (3) Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments.
• (4) The company shall within 30 days from the date of receipt of notice of resignation from the director, intimate the ROC in Form DIR-12 along with following documents-
  • Certified true copy of the Board Resolution
  • Notice of Resignation
  • Evidence of Cessation
• (5) The Director who has resigned may also forward copy of his resignation to the ROC in Form DIR-11 within 30 days of his resignation along with the following documents-
  • Notice of Resignation filed with the Company
  • Proof of Dispatch
  • Acknowledgement received from the Company.
• (6) Make necessary updates in “Register of Directors”.

Resignation of Auditor

Under Section 140(2) of Companies Act, 2013, the Auditor who has resigned from the company shall file within 30 days from the date of resignation shall file E-form ADT-3 with the ROC.

In case of Casual Vacancy:

Under Section 139(8) of Companies Act, 2013: If casual vacancy is arising due to the resignation of auditor, it shall be filled within 30 days by the Board of Directors, and the recommendation so made by the board shall be approved in a general meeting (it can be EGM or AGM ) convened within 3 months from the date of recommendation of the board.

Any auditor appointed in a casual vacancy shall hold office until the conclusion of the next Annual General Meeting.

Step-Wise Procedure for Auditor’s Resignation

The procedure for an auditor’s resignation must be followed in the below-mentioned sequential form.

• First of all, the auditor has to submit the resignation letter. Resignation letter from the resigning Auditor mentioning the reason and date of resignation
• The resigning Auditor will intimate to the Company his resignation within 30 days of his resignation
• A board of meetings shall be organized with all the directors to effect the resignation.
• File E-form ADT-3 with the Registrar of Company within 30 days of resignation.

Surrender of DIN

Reasons for surrender of DIN

• (1) Death
• (2) If person has been declared of unsound mind
• (3) If a person has been adjudged insolvent
• (4) If DIN has been wrongly allotted to a person already holding valid DIN

In case a person wants to surrender his DIN, he’s required to file Form DIR-5 alongwith Proof of address, Proof of Identity as attachments.

Form DIR-5 shall be signed by director and by a Practicing Professional.

NOTE- In the event of death or unsound mind of Director, form maybe signed by his relative as well.