IEC Export Code

The IEC Code (Import Export Code Number) is a unique 10 digit code essentially needed by the exporter and importer for the purpose of import and export in India. No exporter or importer is permitted to carry out any type of trade activity without this IEC Code Number. Compulsory Documents for the application for obtaining the IEC Code, sent to the Joint Director General- Foreign Trade include the following:

1. Application in Duplicate (Aayaat Niryaat Form).
2. Copy of Tax ID Allotment. This document has to be produced in original at the time of submission of the application form.
3. Two photo's of the Director preferring the application certified by the Banker's along with Name and Designation of the Banker verifying the photograph and the official stamp of the bank, should be affixed on to the application form.
4. Bank's Certificate regarding satisfactory account maintenance. It should include the Signatures, Name, and Designation of the Banker issuing the certificate, together with the official stamp of the bank.
5. Fee of INR 1000.
6. Attested copies of the Memorandum of Association & Articles of Association of the Company in Duplicate.
7. Authority Letter with photograph and the signatures of the person authorized to submit the application, which is to be attested by the director authorized by the company to file the application for IEC Code No.
8. Certified true copy of a board resolution authorizing the referred person to sign the application on behalf of the company, and the signatures of the person authorized should also be there on the Board resolution, along with the signatures of the person certifying the board resolution.
9. List of Directors along with a copy of passport.
10. One Self Addressed Envelope.
11. Address Proof of the registered office of the company, and in case the company has a number of units then address proof of all the units.

ANNUAL FILING IN ROC

As a part of Annual Filing, companies incorporated in India - including subsidiaries of foreign companies, joint venture companies and others, under the Companies Act, 1956 are required to file the following documents for annual filing along with the e-Forms with the Registrar of Companies (RoC) with proper jurisdiction over the company:


Balance-Sheet in Form 23AC to be filed by all companies
Profit & Loss Account in Form 23ACA to be filed by all companies
Annual Return in Form 20B to be filed by companies having share capital
Annual Return in Form 21A to be filed by companies without share capital
Compliance Certificate Form 66 to be filed by companies with paid up capital between Rs. 10 lakh to Rs. 2 crore


Important Points to Remember


The Balance Sheet and the Profit & Loss Accounts are to be filed as two separate documents with different e-forms.
Each e-Form along with the relevant attachment should be less than 2.5 MB.
The Annual Return, the Balance Sheet and the Profit & Loss Account are filed as attachments to the respective e-Forms. So far, the users have been filing the attachments as scanned images of those documents. Please note that a scanned copy considerably increases the size of the document. As such, you are advised to use the Text file/ Excel sheets as such, convert the same into PDF by using the PDF converter and upload these attachments as PDF documents.
The MCA21 database in respect of Authorized Capital and Paid-up Capital may not be correct. The companies have been requested to apply for correction of Master Data in this respect. Since this process is taking time, the Ministry will be accepting the Authorised Capital and Paid-up Capital figures as declared by the companies in the respective forms pertaining to Annual Filings. Accordingly, the companies are requested to declare the correct amount on these points without waiting for formal correction in the database.

How to do the Annual Returns Filing
The companies can do Annual e-Filing in three different ways:

Efiling Through MCA Portal

The company representative can upload the e-Forms from the MCA21 portal through the ‘Annual Filing Process’ link (after registering oneself as a user of the portal) at his convenience from his office/ home. This is the most convenient way for e-Filing.

Efiling Through Facilitation Centres

The company representative can prepare the e-Form following the guidelines, copy them in a CD and go to the nearest Temporary Facilitation Offices (to be opened at Delhi, Mumbai, Kolkata, Chennai, Hyderabad, Bangalore, Ahmadabad, Pune, Kanpur and Jallandhar ) opened for the purpose of accepting Annual Filings e-Forms. During the normal days, the TFO staff will help the company representative to upload the form and generate a Challan. During last 10 days of Oct and Nov. CDs will be collected and an acknowledgment given. The files will be uploaded into the system subsequently and the company will have to download the challan from the link provided at the Annual Filing Corner of the portal after two working days of the submission. At Other locations where TFO’s/Collection Centre are not being opened, the eForms will be accepted at the existing Registrar’s Front Offices (RFO).

E-Filing through Certified Filing Centers (CFC's)

The company representative can also contact any of the Certified Filing Centers (CFCs) for the Annual Filing of e-Forms by paying the service charges to the CFCs. The details about the CFCs are available under the ‘CFC Corner’ on the MCA21 Portal.

Effects of Registration / Incorporation of a Company

When a company is registered and a Certificate of Incorporation is issued by the Registrar, it shall have the following effects :

The company shall become s Separate Legal Entity from the date mentioned on the Certificate of Incorporation, which is considered as date of birth of the company.

The Company acquires Perpetual Succession. The members may come, members may go, but it goes for ever.

The company becomes the owner of its property and the Promoters of Shareholders have the right to share in the profits of the company.

The company can sue and can be sued in its own name.

Distinction Between A Public Company And a Private Company

1. Minimum Paid-up Capital : A company to be Incorporated as a Private Company must have a minimum paid-up capital of Rs. 1,00,000, whereas a Public Company must have a minimum paid-up capital of Rs. 5,00,000.

2. Minimum number of members : Minimum number of members required to form a private company is 2, whereas a Public Company requires atleast 7 members.

3. Maximum number of members : Maximum number of members in a Private Company is restricted to 50, there is no restriction of maximum number of members in a Public Company.

4. Transerferability of shares : There is complete restriction on the transferability of the shares of a Private Company through its Articles of Association , whereas there is no restriction on the transferability of the shares of a Public company

5 .Issue of Prospectus : A Private Company is prohibited from inviting the public for subscription of its shares, i.e. a Private Company cannot issue Prospectus, whereas a Public Company is free to invite public for subscription i.e., a Public Company can issue a Prospectus.

6. Number of Directors : A Private Company may have 2 directors to manage the affairs of the company, whereas a Public Company must have atleast 3 directors.

7. Consent of the directors : There is no need to give the consent by the directors of a Private Company, whereas the Directors of a Public Company must have file with the Registrar a consent to act as Director of the company.

8. Qualification shares : The Directors of a Private Company need not sign an undertaking to acquire the qualification shares, whereas the Directors of a Public Company are required to sign an undertaking to acquire the qualification shares of the public Company .


9. Commencement of Business : A Private Company can commence its business immediately after its incorporation, whereas a Private Company cannot start its business until a Certificate to commencement of business is issued to it.

10. Shares Warrants : A Private Company cannot issue Share Warrants against its fully paid shares, Whereas a Private Company can issue Share Warrants against its fully paid up shares.

11. Further issue of shares : A Private Company need not offer the further issue of shares to its existing share – holders, whereas a Public Company has to offer the further issue of shares to its existing share – holders as right shares. Further issue of shares can only be offer to the general public with the approval of the existing share – holders in the general meeting of the share – holders only.

12. Statutory meeting : A Private Company has no obligation to call the Statutory Meeting of the member, whereas of Public Company must call its statutory Meeting and file Statutory Report with the Register of Companies.

13. Quorum : The quorum in the case of a Private Company is TWO members present personally, whereas in the case of a Public Company FIVE members must be present personally to constitute quorum. However, the Articles of Association may provide and number of members more than the required under the Act.

14. Managerial remuneration : Total managerial remuneration in the case of a Public Company cannot exceed 11% of the net profits, and in case of inadequate profits a maximum of Rs. 87,500 can be paid. Whereas these restrictions do not apply on a Private Company.

15. Special privileges : A Private Company enjoys some special privileges, which are not available to a Public Company.

Information Required for Name Approval

The following information is required for seeking name approval.
1. Name of the applicant which should be one of the promoters
2. Address of the applicant - this is where all communication will be sent by Registrar of
Companies (ROC)
3. Proposed name of the company
4. Alternative names
5. Significance of the first word of the proposed name. This makes it easier to get a desired
name.
6. Names of the proposed first directors – minimum 2 in the case of a private company and
3 in the case of a public company
7. Addresses, dates of birth, father’s/husband’s names of the proposed directors
8. Authorised Share Capital – minimum INR 100000 in the case of a private limited and
INR 500000 in the case of a public company
9. Objects of the company in brief.
10. Address of Registered office of the proposed company. If a place is not finalized, this
information can be given at the time of incorporation.
11. Application fee for approval of name of INR 500 has to be remitted in cash.

Memorandum & Articles of Association – Facts to Remember

The following are some critical facts to remember in executing M&A of A.
1. The promoters in their own handwriting have to give the following details in the Memorandum
and Articles of association of the company:
· Name
· Occupation
· Father’s/husband’s name
· Complete Address
· Number of Shares subscribed
The Memorandum and Articles have to be signed by all the promoters and witnessed.
The person/s witnessing has/have to give the following details in their own handwriting:
· Name
· Occupation
· Father’s/husband’s name
· Complete Address
Signing outside India
In case the Memorandum and Articles is to be signed by any of the promoters out side India, then
the signing should be done in the presence of Consul of India at the Indian Consulate.
Share Capital
The minimum authorised share capital for incorporating a Private Limited company is
INR 100,000.
The minimum authorised share capital for incorporating a Public Limited company is
INR 500,000.
Number of Promoters
For incorporating a Private Limited Company a minimum of two promoters are required.
For incorporating a Public Limited Company a minimum of seven promoters are required.

How to get Name Availability

Company law requires that the name of each company should be unique. As such, the proposed
name of the company to be formed has to be approved by the Registrar of Companies and
blocked till registration. The following is the process to get availability of name.
1. Promoters have to file an application in Form 1A giving the following particulars:
· Names and addresses of promoters
· Proposed name of the company
· Alternative names of the proposed company. This is required if the proposed name is
not available.
· Type of company - Private or Public
· Brief objects of the company
· Proposed Directors and their addresses
· Proposed address of the company
· Authorised Share Capital (Authorised capital is the one upto which company can
issue shares. The paid up capital can be lower than this).
· Details of Group companies, if any
· Details of fees paid for name availability
· Note about significance of the proposed name. This is because regulations have some
criteria based on which names are to be allowed.
2. A fee of INR 500 is to be paid along with the application.
3. Typically it takes 4 working days for the ROC to confirm availability of name/s. There
may happen iteration with the ROC to get the desired name.
4. If the proposed names are not approved, more alternative names have to suggested.
5. On approval of name, the Registrar will issue a name allotment letter and will block the
name.