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:
S.No.
|
Register
|
Section
|
1.
|
Register
of investments in securities not held in company’s name
|
Section
49(7)
|
2.
|
Register
of fixed deposits
|
Section
58A
|
3.
|
Register
of securities bought back
|
Section
77A
|
4.
|
Register
of charges
|
Section
143
|
5.
|
Register
and index of members
|
Sections
150, 151
|
6.
|
Register
and index of debenture holders
|
Section
152
|
7.
|
Register
and index of beneficial owners
|
Section
152A
|
8.
|
Foreign
register of members and debenture holders
|
Section
157
|
9.
|
Copies
of all Annual Returns
|
Section
163
|
10.
|
Books
containing minutes of general meeting and of Board and of committees of
Directors.
|
Section
193
|
11.
|
Books
of accounts
|
Section
209
|
12.
|
Register
of contracts with companies/firms in which directors are interested
|
Section
301
|
13.
|
Register
of Directors/Managing Directors/Managers/Whole-time Directors/ Secretary
|
Section
303
|
14.
|
Register
of directors’ shareholdings
|
Section
307
|
15.
|
Register
of loans or investments made, guarantees given and security provided to other
body corporate.
|
Section
372A
|
16.
|
Register
of Renewed and Duplicate Share Certificates
|
Rule
7 of the Companies (Issue of Share Certificate) Rules, 1960
|
17.
|
Cost
Records
|
209(1)(d)
|
18.
|
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:
Description
|
e-form
|
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:
Description
|
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
|
Form
23ACA-XBRL
|