Thursday, April 17, 2014

Compliances to be adhered to by a Private Limited Company



Features of a private company:
1. A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed by its articles,
2. Restricts the right to transfer its shares, if any,
3. Minimum number of members two,
4. Limits the number of its members to fifty,
5. Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company,
6. Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives,
7. Minimum number of directors two.


Compliances to be adhered to by a Private Limited Company Features of a private company:
1.A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed
by its articles,
2.Restricts the right to transfer its shares, if any,
3.Minimum number of members two,
4.Limits the number of its members to fifty,
5.Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company,
6.Prohibits any invitation or acceptance of deposits from persons other than its members, directors or
their relatives,
7.Minimum number of directors two

Compliance:
1. Need not hold a statutory meeting. File statutory report (Form 22) with the Registrar.
2. Intimation of the details of Director Identification Number (DIN) to Registrar in Form DIN-3.
3. Every company shall paint or affix its name and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position.
4. Every company having a paid up share capital of Rs. 2 crores or more is required to appoint a qualified person as Company Secretary. A qualified Company Secretary should be a member of Institute of Company Secretaries of India.
5. U/S 383 A (1), every company which is not required to employ a whole time secretary and has a paid up share capital of Rs 10 lakhs or more shall file with the ROC a compliance certificate from a secretary in whole time practice.

Holding of various Meetings under Companies Act, 1956
Since the Company is a separate legal entity, the decisions are taken in democratic way. Decisions in case of a Company are taken at two levels i.e. decisions by Board of Directors and Decisions by the Members in General Meetings.

Check whether in all meetings notice along with agenda was served, quorum was present, previous minutes got confirmed, minutes entered into minutes book and signed.

Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors, to be kept by making within 30 days of the conclusion of every such meeting. Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed.

Board Meeting (BM)

i At least one meeting in every 3 calendar months and at least four such meetings shall be held every calendar year.

ii At first BM of the company these typical resolutions for election of chairman, constitution of the Board, first F.Y. of the company, appointment of first auditors, appointment of Secretary, Cost auditor, opening of bank account, adoption of common seal, registered office of the company, particulars of directors and general notice of interest, allotment of shares to subscribers to memorandum are passed.

iii Minutes of the meeting will be signed by the chairman of the said meeting or by the chairman of the next succeeding meeting.

Annual General Meeting (AGM)

i Every Company shall hold an Annual General Meeting each year.

ii A company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation.

iii Shall hold a BM before the AGM to approve the B/S, P&L, agenda and notice of the AGM.

iv There should not be a gap of more than 15 months between two Annual General Meetings.

v AGM is held within 6 months from the closing of the financial year i.e. by 30th September.

vi Closure of register of members or debenture holders.

vii 21 days clear notice to all the members of the company should be given.

viii The Ordinary Business at the AGM involves adoption of audited accounts of the Company, report of directors and auditors, appointment of Directors liable to retire by rotation (only in case of Limited Companies), declaration of dividend, if any and to appoint auditors and to fix their remuneration.

ix Minutes of the AGM will be signed by the chairman of the same meeting within the thirty days.

Extra-ordinary General Meeting (GM)

i The Meeting of the members of the Company other than the AGM.
ii Recording minutes of the general meeting.

 Monthly calendar of compliance




The compliance with the ROC is based on events basis. To name a few these events are:

1. Change in Authorised / Paid up Capital of the Company.
2. Entering into new business / Partnership.
3. Alteration of memorandum and articles of association of the Company.
4. Further issue of shares.
5. Issue of shares to the Directors / employees of the Company.
6. Buy Back of shares of the Company.
7. Subdivision of face value of the shares of the Company.
8. Shifting the registered office of the Company from one place to other (within municipal limits / from 1 ROC to other in same state / from 1 state to other.)
9. Place of keeping and inspection of registers, keeping registers at place other than registered office.
10. Appointment or change of the Statutory Auditors of the Company.
11. Change in name of the Company.
12. Investment in share / other securities/ giving Loans to other Companies.
13. Declaration of Dividend / Issue of Bonus Shares.
14. Appointment of Director and removal of Directors.
15. Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
16. Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
17. Creation/modification/satisfaction of charges.
18. Executing the documents under the common seal of the Company.
19. Sale or purchase of the fixed assets of the Company.
20. Appointment of sole selling / sole buying agents.
21. Compromise/merger/arrangement/amalgamation of the Company.
22. Appointment of secretary/cost auditors.

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