Compliance Services

We take care of your business compliance services like Accounting, GST Registration, Income Tax Return, Annual Return and Balance Sheet of the Company.

Compliance Services

INCOME TAX SERVICES

Income Tax Return

Every Person having a Taxable Income is required to File his or her Income Tax Return on or before due date. Due Date of Filing Income Tax Return depends on various factors such as type of income, amount of sales, tax payments, percentage of profits, etc.

In general there are 2 due dates for Filing of Income Tax Return:

Other cases - 31st July of each year
Audit cases – 30th September of each year

Taxable Income of a person can be classified into 5 criteria’s. Following are the 5 criteria’s:

Income from Salary
Income from House Property
Income from Business or Profession
Capital Gains
Income from Other Sources

GST SERVICES

GST Registration

GST Registration refers to Registration under Goods and Services Tax Act. It came into effect from 1st July, 2017.

There are different types of Registration under GST depending on the type of Goods or Services in which a person deals. Regular Registration, Composite Registration, etc.

Following are the mandatory criteria’s for Registration under GST:

Sale of Taxable Goods and/or Supply of Taxable Services reach Rs. 20 Lakhs in a Financial Year.
Sale of Taxable Goods to a person outside the State.
Import of any type of Services.

GST Return Filing

Every Person registered under Goods and Services Tax Act is required to File GST Return irrespective of any transaction, sale or purchase is done or not. Different types of Returns are to be filed under GST Law depending upon the type of Registration obtained by the person. Following are few types of returns:

GSTR 1 (Details of Sales)
GSTR 3B (Summary of Outward Supplies and Inward Supplies)
GSTR 4 (Composite Dealers)
GSTR 9 (Annual Return)

Due dates of Filing GST Returns varies from case to case depending the type of registration, amount of taxable sales, etc.

Non Filing of GST Returns on or before due dates may lead to heavy penalties and charges. In addition it may also result in prosecution from GST Department.

ROC SERVICES

Appointment of Director

Every Company whether Private or Public or Non Profit, is required to appoint Directors in the Company. The requirement on the number of Directors depends on the type of Company. Private and Non Profit Company’s need to have minimum 2 Directors at all times while Public Company needs to have minimum of 3 Directors at all times.

Appointment of Director can be done at the time of Company Registration and after Company Registration.

Appointment of Director at time of Registration is done with the procedure of Company Registration itself. No separate procedure is required to be followed.

Appointment of Director after Company Registration needs to follow certain procedure. Procedure is as follows:

Obtaining of Director Identification Number (DIN), if already not obtained.
Issuing Consent of Directors’ Appointment (DIR-2) and Intimation of Non Disqualification (DIR-8) to the Company in which appointment is to be done.
Conveying of Board Meeting for consideration of Appointment.
Passing of necessary Resolutions for Appointment.
Filing of Form DIR-12 with concerned Registrar of Companies as part of Intimation to be given to Ministry of Corporate Affairs within 30 days of effective Date of Appointment.

Appointment of Director can be either Executive or Non-Executive.

Executive Director is entitled to get involved in day to day business affairs of the Company. He is also responsible for completing all requirements of all the laws applicable to the Company. He is entitled to receive compensation from the Company in form of salary, allowance, perquisite, etc.

Non-Executive Director is only entitled to attend the Board, Shareholder and Committee Meetings of the Company. He is responsible for only those acts which are dealt in Board, Shareholder and Committee Meetings of the Company. He is only entitled to receive Sitting Fees for attending Board, Shareholder and Committee Meetings of the Company and Commission, if authorized by the Company.

Resignation of Director

Any person appointed as a Director of the Company is entitled and authorized to resign himself or herself from the Directorship of the Company. Resignation given by the Director is required to be accepted and approved by the Company. After acceptance and approval, the Resignation of Director is effective. Resignation Letter shall be accurately dated and contain the reason for Resignation. Resignation Letter may or may not contain the effective Date of Resignation. It’s always recommended to mention the exact Date on which one intends to resign as a Director.

The Board of Directors of the Company may not accept the Resignation of the Director subject to providing of reasons for not acceptance and approval.

Resignation of Director when accepted and approved is required to be filed with concerned Registrar of Companies in Form DIR-12 within 30 days from effective Date of Resignation.

Resignation of Director may also be filed by the person proposing his or her resignation with concerned Registrar of Companies in Form DIR-11 within 30 days from the Date on which Resignation Letter is issued. However, Filing of Form DIR-11 is optional and non-mandatory.

Removal of Director

Any person appointed as a Director of the Company can be removed as a Director pursuant to Section 169 of the Companies Act, 2013. Special Notice shall be given by the Member(s) of the Company for any resolution to remove a Director. Information and the Special Notice for removing a Director shall be sent to the Director whose removal is proposed.

Ordinary Resolution needs to be passed at the Shareholders Meeting for Removal of Director.

Following procedure needs to be followed for removal of Director:

Special Notice to be issued by the Member(s) to the Company
Company to send copy of Special Notice to the concerned Director
Convey a Board Meeting for Removal of Director and Calling Shareholders Meeting
Convey a Shareholders Meeting and pass an Ordinary Resolution for Removal of Director
Filing of Form DIR-12 with concerned Registrar of Companies within 30 days of Removal of Director

Transfer of Shares

There are 2 types of Shares in the Company i.e. Equity Shares and Preference Shares. Shares held and owned by a person can be transferred to another person. In order to transfer the Shares, Face Value of the Share shall be paid by the Transferor.

Transferor and Transferee are required to completely fill and execute Form SH-4 and pay the respective amount of Stamp Duty before lodging the Shares for Transfer to the Company. Amount of Stamp Duty to be paid depends on the State in which Transfer documents are executed.

Completely filled Form SH-4 and Original Share Certificate are to be deposited with the Company for effective Transfer of Shares from one person to another.

Company needs to complete the Transfer of Shares within 60 days from date of receipt of complete and valid Share Transfer documents. Section 56 of the Companies Act, 2013, prescribers and governs the procedure the procedure for Transfer of Shares.

Shifting of Registered Office

As per Section 12 of the Companies Act, 2013, Every Company is required to have a Registered Office of the Company on or before 15th day from day of its Registration.

Registered Office of the Company can be changed or shifted to any other place as the Company desires.

Changing or shifting of Registered Office is categorized into 5 parts by Companies Act, 2013. Following are 5 different parts:

Shifting of Registered Office within the local limits of the city, town or village in which the existing Registered Office is situated;
Shifting of Registered Office outside the local limits of the city, town or village in which the existing Registered Office is situated;
Shifting of Registered Office from the jurisdiction of one ROC to the jurisdiction of another ROC within the same State;
Shifting of Registered Office from one State to another State; and
Shifting of Registered Office from one State to another State within the jurisdiction of the same ROC.

Shifting within the local limits can be done by passing necessary Board Resolutions and Filing of Form INC-22 with ROC within 30 days of shifting.

Shifting outside the local limits can be done by passing necessary Board and Shareholders Resolutions and Filing of Form MGT-14 & INC-22 with ROC within 30 days of shifting.

Shifting from the jurisdiction of one ROC to the jurisdiction of another ROC within the same State can be done by passing necessary Board & Shareholders Resolutions and obtaining approval of Regional Director.

Shifting of Registered Office from one State to another State can be done by passing necessary Board & Shareholders Resolutions and obtaining approval of ROC, Regional Director & NCLT.

Shifting of Registered Office from one State to another State within the jurisdiction of the same ROC can be done by passing necessary Board & Shareholders Resolutions and obtaining approval of NCLT.

Alteration of Authorized Share Capital

Every Company limited by Shares have Authorized Share Capital. Authorized Share Capital will be combination of Equity & Preference Share Capital. Authorized Share Capital of the Company is mentioned in Clause V of the Memorandum of Association (MOA) of the Company.

Alteration of Authorized Share Capital is governed by Section 61 of the Companies Act, 2013. Alteration of Authorized Share Capital by the Company can be done in any of the following ways:

increasing the authorised share capital;
consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum; and
cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person.

Alteration of Authorized Share Capital shall be approved by the Shareholders in the General Meeting of the Company.

Notice of Alteration of Authorized Share Capital is to be given to ROC within 30 days from alteration in Form SH-7 pursuant to Section 64 of the Companies Act, 2013.

Increase in Paid Up Share Capital

Every Company limited by Shares needs to have Paid Up Share Capital. Paid Up Share Capital will be combination of Equity & Preference Share Capital.

Paid Up Share Capital of the Company can be increased by Issue of New Shares of the Company with or without consideration. New Shares can be issued through any of the following:

 Preferential Issue / Private Placement
 Rights Issue
 ESOP Scheme
Bonus Issue

Section 42 and 62 of the Companies Act, 2013 prescribes the method and manner in which Preferential Issue / Private Placement of New Shares shall be done. Brief procedure for Preferential Issue / Private Placement is as follows:

Board approves the Issue and places the same before the Shareholders for their consideration;
Shareholders approve the same by passing Special Resolution in General Meeting and authorizes the Board to comply with necessary procedures. Special Resolution to be filed with ROC within 30 days from passing it;
Offer Letter along with Application Form needs to be circulated to the proposed Investors. After circulation of Offer Letter, Offer Letter to be filed with ROC within 30 days from date of circulation;
 Details of Proposed Investors to be prepared and filed with ROC along with filing of Offer Letter;
 Proposed Investors to accept the Offer by submitting duly filled Application Forms and making the necessary payment of Share Application Money;
 After Closure of Offer, Board Meeting to be conveyed for consideration of Application Forms and Allotment of Shares to the Proposed Investors;
 Share Certificates to be prepared and necessary Stamp Duty to be paid on Share Certificates for issuing the same to the Allottees; and
 Return of Allotment to be filed with ROC within 30 days from date of Allotment.

Section 62 of the Companies Act, 2013 prescribes the method and manner in which Rights Issue and ESOP Scheme for New Shares shall be done. Brief procedure for Rights Issue is as follows:

 Board approves the Rights Issue;
 Offer Letter along with Application Form needs to be circulated to the existing Equity Shareholders;
 Equity Shareholders may accept / deny the Offer by submitting duly filled Application Form and making the necessary payment of Share Application Money / non acceptance letter;
 After Closure of Offer, Board Meeting to be conveyed for consideration of Application Forms and Allotment of Shares to the applicant Equity Shareholders;
 Share Certificates to be prepared and necessary Stamp Duty to be paid on Share Certificates for issuing the same to the Allottees; and
 Return of Allotment to be filed with ROC within 30 days from date of Allotment.

Section 63 of the Companies Act, 2013 prescribes the method and manner in which Bonus Issue shall be done. Brief procedure for Bonus Issue is as follows:

 Board recommends the Bonus Issue for approval of Shareholders in the General Meeting;
 Shareholders approve the same by passing Ordinary Resolution in General Meeting;
 Board Meeting to be conveyed for Allotment of Bonus Shares to the eligible Equity Shareholders;
 Share Certificates to be prepared and necessary Stamp Duty to be paid on Share Certificates for issuing the same to the Allottees; and
 Return of Allotment to be filed with ROC within 30 days from date of Allotment.

Company can issue bonus shares, only out of:

 its free reserves;
 the securities premium account; or
 the capital redemption reserve account

Bonus Issue shall not be made out of revaluation reserves.

Mandatory Annual Compliance / Formalities by a Private Limited / Public Limited / One Person Company (OPC) in India

Every Private Limited, Public Limited and One Person Company (OPC) registered with Ministry of Corporate Affairs (Central Government), India, is required to follow certain rules and regulations in respect of Companies Act, 2013, Income Tax Act, 1961, etc. Rules and Regulations are to be followed even if no business is done or even if there are no bank transactions.

Rules and Regulations to be followed are in respect of each Financial Year i.e. up to March of every year, till the Company is in existence. Following is a small list of rules and regulations to be followed:

 Maintaining of Books of Accounts;
 Preparing of Financial Statements (Balance Sheet and Profit & Loss);
 Preparing of Directors Report;
 Company Law Audit of Financial Statements;
 Conducting of Annual General Meeting (AGM) every year;
 Filing of Income Tax Return (ITR) with Income Tax Department on or before 30th September;
 Filing of Auditors Appointment with ROC within 15 days of AGM;
 Filing of Balance Sheet and Profit & Loss with ROC within 30 days of AGM; and
 Filing of Annual Return with ROC within 60 days of AGM.

If you don’t follow the Rules and Regulations, it will attract penalties and may also bring an end to business in extreme cases.

Mandatory Annual Compliance / Formalities by a Limited Liability Partnership (LLP)

Every LLP registered with Ministry of Corporate Affairs (Central Government), India, is required to follow certain rules and regulations in respect of LLP Act, 2008, Income Tax Act, 1961, etc. Rules and Regulations are to be followed even if no business is done or even if there are no bank transactions.

Rules and Regulations to be followed are in respect of each Financial Year i.e. up to March of every year, till the LLP is in existence. Following is a small list of rules and regulations to be followed:

 Maintaining of Book of Accounts;
 Preparing of Financial Statements (Balance Sheet and Profit & Loss);
 Filing of Annual Return with ROC on or before 30th May every year;
 Filing of Income Tax Return (ITR) with Income Tax Department on or before 30th September, in case of audit or on or before 31st July, in case of non-audit; and
 Filing of Balance Sheet and Profit & Loss with ROC on or before 30th October every year.

If you don’t follow the Rules and Regulations, it will attract penalties and may also bring an end to business in extreme cases.

WINDING UP SERVICES

Closure of Private Limited / Public Limited / One Person Company (OPC) in India

As the Company is registered with Ministry of Corporate Affairs, similarly, Company can also be closed by Ministry of Corporate Affairs. Closure of Company can be done in multiple ways.

A) Strike off:

Section 248 of the Companies Act, 2013, deals with Strike Off of Defunct Companies. Defunct Companies can apply with ROC for closure under the above section. Following conditions as mentioned below needs to be fulfilled before one makes application for Strike Off:

 There should be NIL asset and liability in the Company.
 The Company shall have not commenced any business activity since registration or shall not be doing any business activity since last one year prior to making an application for Strike Off.

For this one will be required to file Form STK2 for striking off the name of Company.

Once the application is done by Company for Striking Off, ROC shall publish the details of such Company on its website for a period of one month for the information of the general public.

B) Winding Up:

Section 2(94A) of the Companies Act, 2013 deals with Winding Up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016.

 Winding Up is of following Types:

1. Compulsory Winding Up:

Any Company registered in India under the Companies Act, which has done any unlawful act, fraudulent act or if they were contributory in any action of some fraudulent or unlawful nature then such company would be wound up compulsorily by the Tribunal.

2. Voluntary Winding Up

When a company becomes insolvent and is unable to discharge its liabilities. Then a company can carry out the procedure for Voluntary Winding Up as mentioned under the Act.

Voluntary winding up can be done without court supervision. After winding up is complete, relevant documents are filed before the court for obtaining the order of dissolution.

Voluntary winding up can be done by members or creditors. The circumstances in which company may be wound up voluntarily are:

a) When the period fixed for the duration of the company in its articles has expired
b) When an event on the happening of which the company is to be dissolved as mentioned in Articles has happened.

c) The company has passed a special resolution at any general meeting to voluntary winding up

Closure of LLP

As the LLP is registered with Ministry of Corporate Affairs, similarly, LLP can also be closed by Ministry of Corporate Affairs. Closure of LLP can be done in multiple ways

A) Declaring the LLP as Defunct:

In this case If a LLP wants to close down its business or where it is not carrying on any business operations for the period of one year or more, it can make an application to the ROC for declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s.

Following conditions as mentioned below needs to be fulfilled before one makes application for Strike Off:

 There should be NIL asset and liability in the LLP.
 The LLP shall have not commenced any business activity since registration or shall not be doing any business activity since last one year prior to making an application for Strike Off.

For this one will be required to file Form 24 for striking off the name of LLP under LLP Rules 2008.

Once the application is done by LLP for declaring itself as defunct, ROC shall publish the details of such LLP on its website for a period of one month for the information of the general public.

B) Winding Up of LLP:

LLP Act 2008 governs the process for winding up of the LLP. It is the process where all the assets of the business are disposed off to meet the liabilities of the same and surplus any, is distributed among the owners.

The LLP Act 2008 provides for following two modes for winding up the LLP i.e.:

 Voluntary Winding Up
 Compulsory Winding Up.

Voluntary Winding up

When LLP becomes insolvent and is unable to discharge its liabilities. Then a LLP can carry out the procedure for Voluntary Winding Up.

Voluntary winding up can be done by members or creditors. The circumstances in which LLP may be wound up voluntarily are:

a) When the period fixed for the duration of the LLP in its LLP Agreement has expired

b) When an event on the happening of which the LLP is to be dissolved as mentioned in LLP Agreement has happened.

c) The partners may between themselves decide to stop and wound up the operations of the LLP.

Compulsory Winding up

Any LLP registered in India under the LLP Act, which has done any unlawful act, fraudulent act or if they were contributory in any action of some fraudulent or unlawful nature then such LLP may be wound up compulsorily by the Tribunal.

Some of the instances in which LLP can be compulsory windup are as follows:

 if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal;

 if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two;

if the limited liability partnership is unable to pay its debts;

if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order;

if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years; or

if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.

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Contact Us

Nirmal Ecstasy Business Park,
Near East West Flyover
Mulund (W), Mumbai 400080
Maharashtra, India

info@hgcorporates.com

+91 82608-82609

Nirmal Ecstasy Business Park, Near East West Flyover Mulund (W), Mumbai 400080 Maharashtra, India

M-F: 8am-5pm, S-S: Closed

We have multiple branches

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