Other Secretarial Services: Charge Creation, CSR Compliance & More

Overview

Running a company involves more than incorporation and annual filings. Raising a loan against company assets, meeting corporate social responsibility obligations, holding statutory meetings and keeping accurate registers all call for expert secretarial support. Missing a deadline or filing incorrectly can bring heavy additional fees, penalties and, in some cases, legal risk.

Filing Buddy's Company Secretaries offer complete end-to-end secretarial support. Two of the most important services are Charge Creation and CSR compliance, supported by a wider set of statutory services for companies of all sizes.

What the Service Includes

• A. Charge Creation, Modification & Satisfaction (Section 77, Companies Act, 2013)
• Drafting and review of charge documents, in coordination with your bank or lender
• Filing of Form CHG-1 (charge on assets other than debentures) and CHG-9 (debentures) within the prescribed time
• Filing for modification of charge, and Form CHG-4 for satisfaction of charge once the loan is repaid
• Maintaining the Register of Charges under Section 85
• Filing delayed charge forms, with additional fees, within the permitted extended period
• Advice on the legal impact of unregistered charges
• B. CSR Compliance (Section 135, Companies Act, 2013)
• Applicability assessment, based on net worth, turnover and net profit thresholds
• Calculation of the CSR obligation (2% of average net profit of the preceding three financial years)
• Constitution of the CSR Committee, where required, and drafting of the CSR Policy
• Selection of eligible activities under Schedule VII and implementing agencies
• Registration of implementing agencies through Form CSR-1
• Preparation of the Annual Action Plan and the Annual Report on CSR for the Board's Report
• Filing of Form CSR-2 with the ROC
• Guidance on unspent CSR amounts, transfer to the relevant account, and impact assessment, where applicable
• C. Other Secretarial Support
• Board and general meetings, notices, agendas and minutes
• Maintenance of statutory registers and records
• Appointment, resignation and KYC of directors (DIR-12, DIR-3 KYC)
• Allotment and transfer of shares, and change in share capital or authorised capital
• Change of registered office, name or object clause
• Annual ROC filings (AOC-4, MGT-7/7A) and compliance calendar management
• Secretarial audit and compliance health checks

Documents Required

• For Charge Creation
• Sanction letter and loan agreement from the lender
• Charge or hypothecation deed, and details of the asset charged
• Board resolution authorising the borrowing and creation of charge
• Certificate of Incorporation, MOA and AOA
• Latest financial statements and details of existing charges
• Instrument of charge, duly stamped
• Satisfaction letter or NOC from the lender (for CHG-4)
• For CSR
• Latest audited financial statements and net profit computation for the last three years
• CSR Policy and Board resolution approving the Annual Action Plan
• Details of CSR Committee members
• Registration details and 12A/80G documents of the implementing agency
• Project details, budgets, utilisation certificates and proof of expenditure
• Details of any unspent CSR amount from previous years

Please note

Information is for general guidance. Requirements may vary by case and are subject to change in law.