Vivek Tiwari & Co.

ROC COMPLIANCE

1 REGISTERED OFFICE CHANGE

The registered office of a company is a place to which all official communications pertaining to a Company is sent. In addition to a registered office, a company can have a corporate office or an administrative office or a branch office etc. However, only the registered office of the Company needs to be registered with the Ministry of Corporate Affairs. All other offices or additional locations can be opened by a company without any intimation to the ROC.

The registered office of the Company will also determine the domicile of the company (State of Incorporation). The state or location in which the registered office of the Company is situated will determine the Registrar of Company (ROC) to which the application for company registration must be made. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within 15 days.

Documents Required:

Electricity Bill / Water Bill / Property Tax Receipt
No-Objection Certificate (NOC) from Landlord for Registered Office
Rental or Lease Agreement between Landlord and the Company

2

ADD DIRECTORS

Director of a company is a person elected by the shareholders for managing or handling affairs of the company as per the Memorandum of Association and Articles of Association of the company.Appointment of Directors can be required for a company from time to time based on the requirements of the shareholders of the business.

Documents Required:

Passport Size Photograph
PAN
Aadhar

3 RESIGNATION OF DIRECTORS

A Director in a company may need to resign or the Board may want to remove a Director for a number of reasons. The Director of a Company can resign from the Board by filing a resignation letter with the company and filing the intimation with the ROC. A Director may resign from a company by giving a notice in writing to the company and the Board is required to intimate the ROC of such notice within 30 day in Form DIR-12.

4

INCREASE AUTHORIZED SHARE CAPITAL

A company may need to increase its authorized share capital before issuing new equity shares and increasing paid-up capital. Authorized share capital is the total value of shares a company can issue, while paid-up capital is the total value of shares the company has issued. Paid-up capital can never exceed authorized capital. Once the ordinary resolution is passed at the Extra-Ordinary General Meeting, Form SH-7 must be filed by the company within 30 days of passing of ordinary resolution. Along with Form SH-7, the prescribed government fee for authorized capital must be paid and the following documents must be attached:

Notice related to EGM.
Authorized True copy of Ordinary Resolution.
Changed Memorandum of Association. (Showing higher authorized capital)

5 PRIVATE PLACEMENT

Section 42 of the Companies Act, 2013 defines ‘private placement’ as: “Any offer of Securities or invitation to subscribe securities to a select group of persons by a company (other than by way of public offer) through issue of a private placement offer letter and which satisfies the conditions specified in this section including the condition that the offer or invitation is made to not more than 50 or such higher number of persons as may be prescribed (excluding QIB’s and employees offered securities under ESOP) in a financial year“.

Hence, one of the main criteria for an increase in share capital through private placement mode is that the offer or invitation is not made to more than 50 persons.

6

RIGHT ISSUE

It is the easiest method to induct the capital in the Company is the Issuance of Shares under Right Issue. Under this, right is given to the existing equity shareholders, in the proportion of their existing holding in the Company. The Shareholders of the Company can either accept the offer, renounce the offer in favour of any other person or reject the offer. The proportion of voting rights is not affected under the Right Issue, if accepted by all the shareholders.

7 MOA AOA AMENDMENT

Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting. Changing the MOA of a company is a complex and extensive procedure, hence due professional care must be taken during the procedure.

Alteration of Name in MOA
Change of Registered Office – State to State
Alteration of Objects Clause
Alteration of Liability Clause
Alteration of Capital Clause
Alteration of Authorized Capital