INTRODUCTION
This report is a short description of my internship carried out as component of the B.
com programme. The internship was carried out at P S Senthil Kumaravel Pandian &
Co under the guidance of MR. P S SENTHIL KUMARAVEL PANDIAN –
COMPANY SECRETARY
IN PRACTICE, COIMBATORE for the period May 18 to June 18th 2024. The
main aim of the of the internship is to understand the functional activities of the
organization to match the theories learned with the practical atmosphere and to give
an experience in working inside an organization with experienced staffs. This
internship report contains my activities that have contributed to achieve a number of
my stated goals. In the following chapter a description of the work and the activities
is given. Finally, I have given a conclusion on the internship experience according to
my learning goals.
Sri. PS Senthil Kumaravel Pandian is an Associate member of the institute of
company secretaries of India with a Bachelor’s degree in Commerce – corporate
secretaryship. Having a experience in technical scrutiny and undertake compliance
with thoroughness and provide ongoing support to the clients. Also educate clients
from time to time updates on company law/RBI compliances about the due dates and
provide clarification on book keeping, maintenance of registers and records, filing
requirements, etc. further advises on enabling compliance with mandatory and
voluntary secretarial standards.
1
ORGANIZATIONAL CHART
2
Mr.P S Senthil Kumaravel Pandian is a qualified company secretary with great experience in
this field . The area of professional services are rendered as follows:
• Specializes in compliance management services under company law, Foreign
Exchange Management Laws and Securities Laws
• Handled secretarial audits and other audits under Securities Laws and listing regulations.
• Secretarial auditor for public and private companies.
• Appears before ROC Ministry of Corporate Affairs under the Companies Act, 2013.
• Appears before regional director, ministry of corporate affairs under the Companies
Act,2013.
They strive for excellence and aim to exceed expectations in everything they do.
➢They are committed to maintain trust and integrity by delivering quality
servicesconforming to the industry best practices.
➢They are dedicated to provide multiple corporate advisory services of highest quality and
reliability to the satisfaction of their customers.
VISION :
To be one of the most preferred advisory firms in India known for its multi-faceted customized
services to clients irrespective of their nature of business and size of business.
MISSION :
➢ They make their customers, in practicing due compliance of Laws and Regulations.
➢ They strive for excellence and aim to exceed expectations in everything they do.
➢ They are committed to maintain trust and integrity by delivering quality services
conforming to the industry best practices.
➢ They are dedicated to provide multiple corporate advisory services of highest quality and
reliability to the satisfaction of their customers
3
SUMMARY OF WORK DONE
INCORPORATION OF A COMPANY
A company is a legal entity formed by a group of individuals to engage in and
operate a business enterprise in a commercial or industrial capacity. A
company's business line depends on its structure, which can range from a
partnership to a proprietorship, or even a corporation.
Incorporation is the broad term to describe a business registered with a state to
become a separate legal entity. That business entity often is owned by
shareholders (even if it is a corporation with a single owner) that may also be
overseen by a board of directors.
PROCEDURE:
Reservation of name
• In the memorandum of a company, sub-section (1) of section 4 states that
the name of the company must end with “limited” in case of public
company where as “private limited” for private company. But this clause
does not apply to the section- 8 companies.
• Sub-section (2) of section 4 states that the name stated in the memorandum
shall not be identical and resemble the name of an existing company
registered under this Act or any previous law.
• A company shall not be registered with a name which contains any word
or expression in a way that shows that the company is somehow connected
to the government, unless previous approval of the Central Government has
been obtained for the use of any such word.
4
Application:
• An application for name shall be made through the web service available
at www.mca.gov.in by using web-service SPICe+ (simplified proforma for
incorporating company electronically plus: INC-32) and for change of
name by using web service RUN (reserve unique name) along with fee as
provided in the companies (Registration Office and Fees) Rules, 2014.
• The registrar may reserve the name for twenty days from the date of
approval and sixty days in case of change of name.
• After the reservation of name under clause(i), if found out that name was
applied by furnishing false information then:
• If the company has not been incorporated, the reserved name shall be
cancelled and the person making the application under sub-section (4) of
section 4 shall be liable to a penalty which may extend to one lakh rupees.
• If the company has been incorporated, then the registrar after giving the
company a chance to be heard would:
a. Direct the company to change its name within a period of three
months after passing an ordinary resolution;
b. Take action for striking off the name from the registrar of companies; or
c. Make a petition for winding up the company.
Registered office:
The state in which the registered office of the company is situated. The
aids in determining the Registrar of Companies authority. Within thirty
days of the company’s incorporation or commencement, the company
must notify the Registrar.
Object:
It's a provision in a company’s constitution stating the purpose and range
of activities for which the company has been incorporated.
5
Liability:
• Liability of members (Limited/Unlimited)
• In case of the company limited by shares, members must pay the
amount of the unpaid shares only.
• In case of a company limited by guarantee, members give a
guarantee of a fixed amount that they’ll be liable to pay in case of
a loss.
• The company must notify the Registrar regarding such provisions
in Form no.INC-2 or SPICe+: INC-32 along with the fee as
provided in (registration offices and fees) Rules, 2014 at the time
of incorporation. In case of existing
companies, form no. MGT.14 shall be filed within 30 days of
entrenchment of articles.
• The company may adopt all or any regulations mentioned in the
model articles applicable to that company.
Signing of memorandum and articles
The Registrar of Companies often helps promoters to draw up and draft the
memorandum and articles of association. Above all, with promoters who have
no previous experience in drafting the memorandum and articles.
Once these have been vetted by the Registrar of Companies, then the
memorandum of association and articles of association can be printed. The
memorandum and articles are consequently divided into paragraphs and
arranged chronologically.
The articles have to be individually signed by each subscriber or their
representative in the presence of a witness, otherwise, it will not be valid.
6
Power of attorney
To fulfill the legal and complex documentation formalities of
incorporation of a company, the promoter may then employ an
attorney who will have the authority to act on behalf of the company
and its promoters. The attorney will have the authority to make
changes in the memorandum and articles and moreover, other
documents that have been filed with the registrar.
Other documents to be filed with the registrar of companies
The First – e-Form No.32 – Consent of directors
The Second – e-Form No.18 – Notice of Registered
Address The Third – e-Form No.32. –
Particulars of Directors
Statutory declaration in e-form no.1
This declaration, furthermore, states that ‘All the requirements of the
Companies Act and the rules thereunder have been compiled with
respect of and matters precedent and incidental thereto.’
Payment of registration fees
A prescribed fee is to be paid to the Registrar of Companies during the course of
incorporation. It depends on the nominal capital of the companies which also have
share capital.
Certificate of incorporation
If the Registrar is completely satisfied that all requirements have been
fulfilled by the company that is being incorporated, then he will
register the company and issue a certificate of incorporation. As a
result, the incorporation certificate provided by the Registrar is
definite proof that all requirements of the Act have been met.
7
ARTICLES OF ASSOCIATION
Articles of association are critical documents when it comes to
governing a business. They can also be considered as a contract
between the company and its shareholders. The articles have been
described as ‘the user guide’ for a business and typically discuss how
the company will be organized and the process for shareholder
meetings. The articles set out the rules that govern the company, to
which shareholders and directors have agreed. They outline the
managerial and administrative structure and responsibilities of the
business and include information on the rights of shareholders. In
terms of shareholders, the articles may also set out rules concerning
how shares and dividends will be issued and what voting rights
shareholders will have. The company’s legal name should be clearly
stated, and these articles will form the basis for the company’s
constitution. The company’s articles may be held at the company’s
registration office and can be accessed as a public record.
MEMORANDUM OF ASSOCIATION
A Memorandum of Association (MoA) represents the charter of the
company. It is a legal document prepared during a company's
formation and registration process. It defines the company's
relationship with shareholders and specifies the objectives for which
the company has been formed. The company can undertake only those
activities mentioned in the Memorandum of Association. As such, the
MoA lays down the boundary beyond which the company’s actions
cannot go. When the company's actions are beyond the boundary of
the MoA, such actions will be considered ultra vires and thus void. The
8
MoA is a foundation upon which the company is established. The
company's entire structure is written down in a detailed manner in the
MoA. The Memorandum of Association is a public document. Any
person can get the MoA of the company by paying the prescribed fees
to the ROC. Thus, it helps the shareholders, creditors and any other
person dealing with the company to know the basic rights and powers
of the company before entering into a contract with it. Also, the
contents of the MoA help by the prospective shareholders make the
right decision while considering investing in the company. MoA must
be signed by at least 2 subscribers in the case of a private limited
company and 7 members in the case of a public limited company.
DIRECTORS
A director is ordinarily someone appointed to manage a company's
business and affairs. Every registered company must have at least one
director. Who a company's directors are, and key information about
them, is recorded on the Companies Register.
TYPES OF DIRECTORS:
Woman Director:
Every listed company shall appoint at least one woman director within
one year from the commencement of the second proviso to Section
149(1) of the Act. Every other public company having paid up share
capital of Rs. 100 crores or more or turnover of Rs. 300 crore or more
as on the last date of latest audited financial statements, shall also
appoint at least one woman director within 1 years from the
commencement of second proviso to Section 149(1) of the Act
9
Independent Directors:
Section 2(47) of the Act prescribed that “Independent director” means
an independent director referred to in sub section (5) of section 149 of
the Act. In fact reference should have been made to sub section (6) of
149 as it specified the qualifications of independent director with
clarity
Additional Director:
A person could be appointed as an additional director and can occupy
the post until the next Annual General Meeting. In absence of the
AGM, such term would conclude on the date on which such AGM
should have been held.
Alternate Director:
Alternate director refers to personnel appointed by the Board, to fill in
for a director who might be absent from the country, for more than 3
months.
Executive Director
An executive director is the full-time working director of the company. They look
after the affairs of the company and have a higher responsibility towards the company.
They need to be diligent and careful in all their dealings.
Managing Director:
A managing director means a director entrusted with the substantial
powers of management of the company by virtue of the articles of a
company, agreement with the company, resolution passed in the
company general meeting or by the board of directors.
10
MINIMUM AND MAXIMUM NUMBER OF DIRECTORS:
Minimum number of directors :
In private
company - 2
In public
company – 3
In one person company – 1
There shall be maximum of 15 directors in a company. More than
15directors shall be appointed by passing special resolution.
QUALIFICATIONS:
• The person should be above 21 years and below 70 years.
• The person should have a sound mind.
• The person should not be an undischarged insolvent.
• The person should not have applied to be adjudicated as an insolvent.
• The person should not have been convicted by a court of an offence
and sentenced to imprisonment for more than six months, and a
period of five years should have elapsed from the expiry of the
sentence.
• There should not be any order in force passed by a court or tribunal
disqualifying the person for director appointment.
• The person should have paid any calls in respect of any shares of the
company held by him/her within six months from the last day fixed
for the payment of the call.
11
• The person should not have been convicted of the offence dealing
with related party transactions under section 188 at any time during
the preceding five years.
• The person must have a Director Identification Number (DIN).
• The person should not be appointed as a director in more than 19
companies or nine companies in the case of public companies since
the maximum number of companies in which a person can act as a
director is 20 companies or ten companies in the case of public
companies.
• A person cannot be appointed as a director if he/she is a director in
the following companies:
• A company that has not filed financial statements or annual returns
for a continuous period of three financial years.
• A company that has failed to repay the deposits, interest on deposits,
failed to redeem any debentures on the due date, pay interest on
debentures, or pay the dividend declared for more than one year.
APPOINTMENT OF DIRECTORS
Reviewing the Articles of Association (AOA)
The initial step in appointing a director is to examine the company’s
AOA. The AOA must include a specific clause permitting the
appointment or addition of directors. If the current AOA lacks such a
provision, it should be amended to include a clause allowing new
directors to be added.
Conducting a General Meeting for Director Appointment
The company must formally appoint a director by passing a resolution
in a general meeting. This can occur during an Annual General
Meeting (AGM). However, if there’s a need to appoint a director mid-
12
year, the company can do so in an Extraordinary General Meeting
(EGM). To arrange an EGM, the company must conduct a board
meeting to pass a resolution for holding the EGM. Subsequently, a
resolution to appoint a new director is passed in this meeting.
Following the appointment, the company must file the resolution in
Form MGT-14 with the Registrar of Companies within 30 days of
passing the resolution.
Applying for Director Identification Number (DIN) &
Digital Signature Certificate (DSC)
Once the company has passed a resolution to appoint a director in a
general meeting (either AGM or EGM), the individual selected for
directorship must apply for a Digital Signature Certificate (DSC) and
a Director Identification Number (DIN), assuming they do not already
possess these. After obtaining the DIN, the prospective director must
provide the company with their DIN along with a declaration affirming
that they are not disqualified from being a director under the
Companies Act, 2013.
Obtaining Consent from the Prospective Director –
Form DIR- 2
Following acquiring the Director Identification Number (DIN), the
individual proposed for directorship must express their consent to
serve in this role. This is done by submitting Form DIR-2, a formal
consent to act as a director. It’s important to note that an individual
cannot be appointed as a company director without explicitly giving
their consent to assume the responsibilities of the director’s office.
13
Issuing a Letter of Appointment to the Director
Once the necessary procedures are completed, the company should
issue a formal Letter of Appointment to the newly appointed director.
This letter should detail the terms and conditions of their appointment,
including aspects such as their role, responsibilities, and any
remuneration or salary that will be paid to the director.
Filing Forms DIR-2 and DIR-12 with the ROC
Once the resolution for the appointment of a director is passed and the
individual has submitted Form DIR-2 (consent to act as a director), the
company can officially appoint them as a director. Following the
appointment, the company must file both Form DIR-2 and Form DIR-
12 (which details the particulars of the director’s appointment) with
the Registrar of Companies (ROC). These forms must be filed within
30 days of the director’s appointment to ensure compliance and proper
registration of the new director.
Making Necessary Entries in the Register of Directors
The company must enter the necessary information in the Register of
Directors and Key Managerial Personnel.
REMOVAL OF DIRECTOR :
The removal of director involves the same procedure as that of
appointment of director an additional requirement is that a special
notice must issued along with the notice for the general meeting.
RESIGNATION OF DIRECTORS:
1. A director may resign from his office by giving a notice with the
reasons for resignation in writing to the company.
14
2. The board shall on receipt of such a notice from a director shall
take note of the same
3. The company shall within 30 days from the date of the receipt of
the notice for resignation from a director intimate the ROC in the
form DIR 12.
4. The director may within 30 days from his resignation forward to
the registrar a copy of his resignation along with reasons for
resignation in the form DIR 11 along with the fee provided.
DIN
DIN is a unique Identification Number allotted to an individual who is
appointed as a director of a company, upon making an application in
form DIR-3 pursuant to section 153 & 154 of the Companies Act, 2013
In respect of a new company an application for allotment of DIN shall
be made only through SPICe eform at the time of its incorporation.
PROCEDURE TO OBTAIN DIN:
The Central Government shall, within one month from the receipt of
the application under section 153, allot a Director Identification
Number to an applicant in such manner as mentioned below:
(2) On the submission of the Form DIR-3 on the portal and payment of
the requisite amount of fees through online mode the provisional DIN
shall be generated by the system automatically which shall not be
utilized till the DIN is confirmed by the Central Government.
(2) After generation of the provisional DIN, the Central Government shall
process the application. It may approve or reject the application and
communicate the same to the applicant within a period of one month
from the receipt of application. The such communication may be sent
15
by post or electronically or in any other mode. (3) If the Central
Government, on examination, finds such application to be defective or
incomplete in any respect, it shall give intimation of such defect or
incompleteness, by placing it on the website and by email to the
applicant who has filed such application, directing the applicant to
rectify such defects or incompleteness by resubmitting the application
within a period of fifteen days of such placing on the website and
email:
Provided that Central Government shall-
(c) reject the application and direct the applicant to file fresh application
with complete and correct information, where the defect has been
rectified partially or the information given is still found to be defective;
(c) treat and label such application as invalid in the electronic record in
case the defects are not removed within the given time; and
(c) Inform the applicant either by way of letter by post or
electronically or in any other mode.
(6) In case of rejection or invalidation of application, the
provisional DIN so allotted by the system shall get lapsed
automatically and the fee so paid with the application shall neither be
refunded nor adjusted with any other application.
(6) All Director Identification Numbers allotted to individual(s)
by the Central Government before the commencement of these rules
shall be deemed to have been allotted to them under these rules.
(6) The Director Identification Number so allotted under these
rules is valid for the life-time of the applicant and shall not be allotted
to any other person.
16
CANCELLATION/ SURRENDER/ DEACTIVATION
OF DIN:
The cancellation of DIN of a particular director shall be done in the
following cases :
1. If a person has 2 DIN number
2. The DIN obtained was in a wrongful manner
3. Of the death of a concerned individual
4. If the individual has adjudicated an insolvent.
The concerned individual cancel the DIN by making an application
made in the form DIR 5 along with the declaration that he has never
been appointed as director in any company and the said DIN has never
been used for filing of any document with any authority.
The central government or regional director or any officer authorized
by the central government shall deactivate the DIN, of an individual
who does not intimate his particulars in e-form DIR-3-KYC or DIR-3-
KYC-WEB within the stipulated time.
CONCLUSION
During my internship, I gained valuable insights into both professional
skills and personal growth. I developed a deeper understand of the
practical application of theoretical knowledge, honing my abilities in
17
problem-solving, time management, and collaboration within a team
setting. We were even given activities like presentation on a particular
topic of our own choice and mock board meeting which taught us more
on real-time work. The experience taught me the importance of
adaptability, as I often had to adjust to new tasks and priorities. I also
learned how to navigate workplace dynamics, communicate effectively,
and handle constructive feedback, all of which contributed to my
professional development. Overall, this internship provided clarity on
my career path and strengthened my confidence in a real-world work
environment.
18
19
20
21
22
MGT-7 ANNUAL RETURN
23
24
DIR-6 INTIMATION OF CHANGES IN DIN TO CENTRAL
GOVERNMENT
25
26
27
28
DIR-3 APPLICATION FOR DIN
29
30
31
32
