Wednesday, 22 May 2013

Compliances followed in case of Private Limited Company

Compliances followed in case of Private Limited Company

1.      Features of a Private Limited Company:

a)      A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed by its articles.
b)      Restricts the right to transfer its shares, if any,
c)      Minimum number of members two,
d)      Limits the number of its members to fifty,
e)      Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company,
f)       Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives,
g)      Minimum number of directors two.

2.      Statutory books to be maintained:
Register of investments in securities not held in company’s name
Section 49(7)
Register of fixed deposits
Section 58A
Register of securities bought back
Section 77A
Register of charges
Section 143
Register and index of members
Sections 150, 151
Register and index of debenture holders
Section 152
Register and index of beneficial owners
Section 152A
Foreign register of members and debenture holders
Section 157
Copies of all Annual Returns
Section 163
Books containing minutes of general meeting and of Board and of committees of Directors.
Section 193
Books of accounts
Section 209
Register of contracts with companies/firms in which directors are interested
Section 301
Register of Directors/Managing Directors/Managers/Whole-time Directors/ Secretary
Section 303
Register of directors’ shareholdings
Section 307
Register of loans or investments made, guarantees given and security provided to other body corporate.
Section 372A
Register of Renewed and Duplicate Share Certificates
Rule 7 of the Companies (Issue of Share Certificate) Rules, 1960
Cost Records
Copes of every instrument creating any charge.

3.      Complaince:

a)    Need not hold a statutory meeting. File statutory report (Form 22) with the Registrar.
b)    Intimation of the details of Director Identification Number (DIN) to Registrar in Form DIN-3.
c)    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.
d)    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.
e)    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.

4.      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):

a)    At least one meeting in every 3 calendar months and at least four such meetings shall be held every calendar year.
b)    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.
c)    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):

a)    Every Company shall hold an Annual General Meeting each year.
b)    A company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation.
c)    Shall hold a BM before the AGM to approve the B/S, P&L, agenda and notice of the AGM.
d)    There should not be a gap of more than 15 months between two Annual General Meetings.
e)    AGM is held within 6 months from the closing of the financial year i.e. by 30th September.
f)     Closure of register of members or debenture holders.
g)    21 days clear notice to all the members of the company should be given.
h)    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.
i)      Minutes of the AGM will be signed by the chairman of the same meeting within the thirty days.

  •  Extra-Ordinary General Meeting (GM):

a)    The Meeting of the members of the Company other than the AGM.
b)    Recording minutes of the general meeting.

5.    Complaince with the Registrar of Companies:

a)    Change Services:
Application form for availability or change of a name
Form 1A
Application for approval of the Central Government for change of name or conversion of a public company into a private company
Form 1B
Notice of consolidation, division, etc. or increase in share capital or increase in number of members
Form 5
Notice of situation or change of situation of registered office
Form 18
Particulars of appointment of managing director, directors, manager and secretary and the changes among them or consent of candidate to act as a managing director or director or manager or secretary of a company and/ or undertaking to take and pay for qualification shares
Form 32

b)    Annual Filing of e-form:
Form for filing annual return by a company having a share capital with the Registrar
Form 20B
Form for filing balance sheet and other documents with the Registrar
Form 23AC
Form for filing Profit and Loss account and other documents with the Registrar
Form 23ACA
Form for submission of compliance certificate with the Registrar
Form 66
Form for filing XBRL document in respect of balance sheet and other documents with the Registrar
Form 23AC-XBRL
Form for filing XBRL document in respect of Profit and Loss account and other documents with the Registrar