Overview of Event-Based Compliances for Companies

• The Event-Based Compliances are those mandatory compliances which are other than the usual and mandatory annual and periodical compliances made by the organization with ROC and other administrative authorities. These event-based compliancesrelate to any adventitious or unforeseen tasks, events, or new dimensions of a company. Here, explore various event-based company compliances, to stay legally comprehensive.

• While registering a new business, business registration seems to be the most significant part of it. Nevertheless, once a private limited company is registered as per the provisions of Companies Act, 2013, there is a lot of adaptabilities that are required to be done by them on several occasions.

• In stock, the event-based company compliancesare one-time, frequent, or occasional reporting or agreements, which are both required by the concerned laws or are desirable, to remain legal perfect and protected. Every change in any registered particulars associated with the company is to be reported appropriately to the relevant ROC and other regulatory/statutory authorities. Again, the directors are entitled to ensure that the activities of the company do not deviate from the rules and provisions given in its MOA and AOA. The company acts in a fully responsible and reliable manner without making any illegal or willful negligence of its obligations, primarily including disclosure of correct information (to all people and companies concerned) about its current financial status and business activities.

Nature: Kinds of Event-Based Compliances

• Annual ROC Compliance

  Compliances which are necessarily required to comply with each end year.

• ROC Event Based Compliances

  1. Compliances Which are not necessary to be attached while agreements regard to compliance with every year, instead, they are mandatory to comply with, every time whenever there is an option of fix events, i.e., change in directors, change in MOA/ AOA or any other circumstances which need to submitting of information to the Registrar of Companies (ROC).

  2. Additionally, in case of an annual or period event, the company must have the proper documents and resolutions to submit with the ROC to inform it about the changes. Any illegal or willful negligence in the disclosure of accurate information about such changes or business events can result in penal action against the company as well as the directors.

  3. These compliances are one-time, quick, or intermittent reporting, which are either needed by the concerned laws to make it continue as legally protected and secure.

  4. The timing and accuracy of such a 'ROC Event Based Compliances' process depends upon the kind and nature of the transactions or event. Under new company law, there are severe penal provisions for non-compliance. In case of default, the company, as well as critical managerial employees, are liable to be panel stipulations.

  5. Non-compliance thereof guide to a substantial penalty in commercial terms and other non-monetary penal results also. Therefore, it is necessary that the happening of such events get tracked, and compliances met with on time to avoid penalties or additional fees.

  Instances: Examples of Event-Based Compliances of Companies

  • Appointment or Resignation of a Director;
  • Appointment of Managing Director;
  • Change in the statutory auditors;
  • Transfer of Shares;
  • Increase of Authorized Capital;
  • Change of Name of Company;
  • Change of Object of Company;
  • Change in Registered Office address
  • Registration / Modification or Satisfaction of Charge etc.
  • Appointment of Auditor
  • Statutory Audit of Accounts
  • Filing of Annual Return (Form MGT-7)
  • Filing of Financial Statements (Form AOC-4)Board Meetings
  • Annual General Meeting
  • Preparation of Directors' Report
  • ITR and Audit requirement

  Note: A company that fails to follow these necessary ROC filings in India can face heavy punishments, and the directors may be criminally dealt with under the Act.

  Companies Act 2013: Compliances by Diverse Companies Regards to Event-Based

  • This Particular segment deals with all the provisions, rules, and regulations linked with the Indian Companies Act of 2013, the Securities and Exchange Board of India (SEBI), RBI, FEMA, and different relevant Legal Acts and Statutory Authorities. 
  • Our India-Based and the internationally leading law firm has a well-informed and skilled corporate lawyer, Chartered Accountants Company Secretaries, Intellectual Property Lawyers, and several legal professionals to assist you in all different types of companies located in India. They support on-time respective 'event-based compliances' with the statutory governmental authorities said above. It solely depends upon the nature of a business and its specific business/service activities, reporting or compliances related with the bulk of most of the following contingent or adventitious tasks, events, or operations may be required:
  • The different types of event-based compliances of a company that may require company ROC filing include:
  • Occupying DINs, DSCs, DPINs, etc.
  • Managing and Updating Statutory Registers and Records
  • Adding or Withdrawing a Director/Designated Partner
  • Planning Resolutions/Minutes related to the Board / General / Committee Meetings
  • Switching Company Name or Address
  • Modification in the MOA and AOA/LLP Agreement
  • Changing the Authorized Capital of a Company
  • Changing in Bank Signatories
  • Employment and Resignations of Directors/Auditors
  • Issuing/Allotment /Transfer of Company Shares
  • Share Transactions and Issuance of Share Certificates
  • Business/Service Extension or Diversification
  • Share Consolidation or Sub-Division
  • Business Transformation or Restructuring
  • Executing Appropriate Agreement with Related Parties
  • Private Placements
  • Right Issues
  • Disqualified Directors
  • ROC Compliances Auditing
  • Getting or Updating the Licenses required by the company
  • Planning of or making Amendments in different Contracts of the company with Outside people/entities
  • Registration, Maintenance, and Protection of the concerned Intellectual Property Rights
  • Due Diligence and related Compliance associated with Joint Venture, Mergers & Acquisitions, FDI, etc.
  • Credit Monitoring Assessment (CMA)
  • Contingent Compliances related with IPO, Stock Exchanges, and various relevant Rules and Regulations of the SEBI
  • Compliances associated with FDI in India, such as those under RBI, FEMA, etc.
  • Any adventitious compliances or reporting under the Tax Departments or GSTN
  • Event-based compliances under various concerned authorities, regulatory bodies, and laws (such as labor& employment laws, corporate and commercial laws, maritime & admiralty law, intellectual property laws, environmental laws, etc.)
  • Any advisable or wise compliances as per the Secretarial Standards I and II.
  • Winding-up of Company
  • And reporting and compliances related to other contingent events and occurrences associated with the internal and external business management and the overall corporate governance.

  The documentation and filing requirements for these kinds of event-based company compliances are different and need assistance from a business expert, CA, or CS.

Minimum Documents Needed Copy of Audited Financials

• Supp or Test Audit Report
• P& L Account
• CSR Policy
• CSR Report

Event-based ROC Compliances aimed at a Private Limited Company

There are various compliance and forms which are expected to be filed by a private limited company to familiarize the ROC regarding the changes made within the Company. Some of the event-based docility is given below with the relevant form to be filed:

CorpBiz Procedure for Event Based Compliance

• CorpBiz obtained your request Event Based Annual Compliance
• We will assign a skilled resource who is professionally equiped in business compliance. The allotted resource supports you to manage the compliance for your Company. You can get in touch with the authorised resource at any point of time for deliberation and assistance concerning compliance throughout your journey with CorpBiz.
• Our support will help your Company to maintain statements and prepare the financial report for each year.
• Our support will collect all the required documents/erudition and will complete all below designated compliance activities for your Private Limited Company.

  Manage Accounts and Make financial statements

  Annual returns

  Annual General Meeting

  Board meetings

  Director reports

  Annual Filing of Forms

  Yearly Forms by Directors

• Our support will collect all the needed documents/information and file your Company Compliances with ROC (Registrar of Companies) along with the necessary documents after getting final approval from your finance team if required.
• Our support will help your Private Limited Company in accounts scrutiny.
• Our support will draft minutes of meetings, announcements and will also manage the statutory register.
• Preceding seven steps completes your Private Limited Company compliance under Companies Act 2013.

Case to Case: Compliances which are Event-Based needed to comply conventionally

• Notice to Stock Exchange for the closure of transfer books

  Advance notice of at least seven working days or as maybe prescribed from time to time is needed to be given to the Exchange beforethe transfer books are ended at the time of 'Annual General Meeting' or suchother time for the following events.

• Certification of dividend

  Issue of right or bonus commissions or split or mergers ordemergers or issue of shares for Exchange of debentures or of shares arisingout of rights assigned to debentures.

  The time passage should be two book closures and record dateswould be at least 30 days.

• Implication of the Board Meeting

  Date of the meeting of the Board of Directors should besuggested to the stock exchange at least 2 working days in advance, provided the meeting is convenedfor the following schedule:-

  a) Consent or statement of interest or declaration of adividend

  b) Matters Convertible debentures or of debentures forwarding a right to subscribe to equity shares.

  c) Matters of Passing over of the dividend

  d) Cases of power is due

  e) Reference or declaration all dividend and cash bonuses (at least five days before commencement of the closure of its transferbooks or the record date fixed for the purpose)

  f) Plan for Buy-Back of Securities.

  g) Plan for declaration of bonus.

  h) Public offer to be made bia the fixed price route (notify the Stock Exchange at least 48 hours in advance of the proposed meetingof its Board of Directors convened for determination of issue price.)

• The outcome of Board Meeting

  The conclusion of the Board Meeting convened for the following matters are intimated to the stock change within 15 minutes of the closure of the meeting by way of phone, fax, e-mail, or electronic interface.

  a) All dividends or cash bonuses confirmed or disclosedor the decision to pass any dividend or interest payment circumstances

  b) The entire turnover, gross profit/loss, provision fordepreciation, tax provisions and net profits for the year (with a comparisonwith the previous year) and the amounts allocated from reserves, capitalprofits, accumulated profits of past years or another unique source to providewholly or partly for the dividend, even if this calls for a qualification thatsuch information is provisional or subject to audit

  c) Decision on Buy-Back of Securities

  d) Short details of any increase of capital whether by theissue of bonus shares via capitalization, or by way of right shares to beoffered to the shareholders or 'debenture holders', or in any other way

  e) Short details of the reissues of shares or securities,or the issue of shares or 'securities' held in reserve for a future problem orthe revolving in any form or manner of new shares or securities or any otherrights, privileges or benefits/advantages to subscribe to

  f) Short features and particulars of any other alterationsof capital, including calls

  g) Any additional information necessary to enable theholders of the listed securities of the Company to appraise its positionand to avoid the origination of a false market in such listed securities

• Matters of Intimation relating to payments

  Get the Communication done with the stock exchange atleast twenty-one days in advance of the date on and from which

  a) Interest on debentures and bonds becomes payable

  b) Redemption amount of redeemable shares or debentures orbonds becomes payable.

• Change in the Management

  Promptly notify the stock exchange if there is any changein the Company's Directors, Secretaries, and Auditors.

• Submission of Documents

  The copies of the below stated documents are to besubmitted to the stock exchange by physical as well as electronic means:-

  a) 6 Copies of Annual Reports along with Form A and Form Baccompanying the audit report to monitor the audit qualifications. The formshall contain the following:-

  Form A: Unqualified/ Matter of Emphasis Report

  Form B: Qualified/ Subject To/ Except For Audit Report

  The above forms shall be signed by the:

  Chief Executive Officer / Managing Director,

  Chief Financial Officer

  Auditor

  Chairman of the Audit Committee

  b) 6 Copies of notices/resolutions for a new issue ofcapital before sending to Shareholders

  c) 3 Copies of notices u/s 391/394

  d) Copies of AGM/EGM proceedings

  e) 3 Copies of notices/advertisements/court orders for amerger, amalgamation, reconstruction

  f) Copy of the actions of all Annual and ExtraordinaryGeneral Meetings

  g) Copies of all notices sent to its shareholdersconcerning amendments to its Memorandum and Articles of Association of theCompany and six copies of the amended Memorandum and Articles of Association.

• Declaration about the voting results

  Voting results of the resolutions passed in the generalmeeting are to be submitted to the stock exchange within 48 hours of theconclusion of the general meeting.

• Disclosure of Information relating to the occurrence ofcertain events in the Company

  The information about the existence of events that have abearing on the performance /operations of the company as well asprice-sensitive details, as suggested in the listing agreement, is to bedisclosed to the stock exchange both at the time of occurrence and after thecessation of the events.

• The minimum level of public shareholding

  The timelines for achieving minimum public shareholdingas per Rule 19(2) (b) of Securities Contracts (Regulation) Rules, 1957 are asfollows

  For Public Sector - September 30, 2013

  For Private Sector - June 30, 2013

  The manner of achieving the same is provided in theListing Agreement.

• The disclosure relating to agreements entered with the Media Companies

  All the agreements entered with the Media Companies shallbe disseminated through the website of the companies and shall be disclosed tostock exchange.

Why CorpBiz?

Do you concede with a freshly registered company or a well-established one and want to keep their focus on their business while concentrating on the business development part of it? We can help you by presenting the support services of making sure you do not default in keeping up with the ROC compliance calendar or any other kind of event-based compliance in a company. WE, the skilled team and professionals at Corpbizprovide our clients with the list of the event-based compliances in a Company calendar along with their due dates. For ensuring the compliance of all event-based compliances in a company, we excel with a list of events in which get reported timely and updated. This also consists of conducting periodical reviews of their clients' records to ensure all the relevant compliances to be done

Frequently Asked Questions