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Company Secretarial ROC Compliance
Company Secretarial & ROC Compliance
Company Secretarial & ROC Compliance
Secretarial compliance is the least glamorous item on any finance agenda and the one most likely to cause a problem at exactly the wrong moment. Diligence for a funding round or a sale routinely stalls on registers that were never written up, board minutes that don’t exist for resolutions that were passed, and forms that were filed late or not at all. The penalties under the Companies Act, 2013 are per-day and apply to the company and to officers in default.
We maintain the secretarial function properly and continuously, so the records exist before anyone asks for them.
What’s included
Incorporation and setup
1. Name reservation (RUN / SPICe+ Part A) and incorporation (SPICe+, AGILE-PRO-S, INC-9)
2. Drafting the Memorandum and Articles of Association
3. DIN and DSC procurement
4. LLP incorporation (FiLLiP) and LLP agreement drafting
5. Registration of Section 8 companies, and support for trusts and societies
6. Branch office, liaison office and project office establishment for foreign companies
Ongoing Compliance
1. Board meeting cycle: notice, agenda, board notes, attendance, minutes, resolutions
2. Annual general meeting: notice, directors’ report, annual accounts circulation, minutes
3. Maintenance of statutory registers — members, directors, charges, related party contracts, loans and investments, share transfers
4. Annual filings: AOC-4 / AOC-4 XBRL (financial statements) and MGT-7 / MGT-7A (annual return)
5. Directors’ Report, Extract of Annual Return and secretarial disclosures
6. DIR-3 KYC for every director, annually
7. DPT-3 (return of deposits), MSME-1 (dues to micro and small enterprises), BEN-2 (significant beneficial owners)
8. Form MGT-14, DIR-12, ADT-1 and event-based filings
9. Charge creation, modification and satisfaction: CHG-1, CHG-4
10. Related party transaction register and approvals under section 188
11. CSR compliance and CSR-2 filing, where applicable
Corporate Actions
1. Share allotment, transfer and transmission; share certificates and PAS-3
2. Rights issue, bonus issue, private placement documentation
3. Increase in authorised capital, alteration of MOA/AOA
4. Change of registered office — within city, within state, between states
5. Change of name, change of objects
6. Appointment, resignation and change in designation of directors and KMP
7. Buy-back and capital reduction support
8. Conversion — private to public, company to LLP and the reverse
9. Strike-off, dormancy (MSC-1) and winding-up support
Health Checks
1. Secretarial due diligence and record reconstruction
2. Compounding applications and condonation of delay
3. Pre-transaction secretarial readiness review
Who This Is For
Every private and public company and LLP, but especially: companies preparing for investment or sale, foreign-owned subsidiaries with directors abroad, companies with a history of late filings, and groups with multiple entities to keep in order.
Frequently Asked Questions?
Our registers haven’t been maintained since incorporation. How bad is that?
Recoverable in almost every case. We reconstruct from filings, bank records, board decisions and correspondence, then bring the registers current and keep them current. Doing it now costs a fraction of doing it under diligence pressure.
Do you provide a company secretary for board meetings?
We prepare the full documentation cycle. [[ Confirm whether a qualified CS attends meetings, and whether that is included or chargeable. ]]