Board Meetings
- The First meeting of the Board of Directors of a Private Limited Company shall be
conducted within 30 days from the date of Incorporation of company.
- Further, minimum Four Board Meetings shall be held in a calendar year (one
meeting in every 3 months).
In case of a Private Limited Company which is classified as a “Small Company”, atleast two Board Meetings shall be held in a calendar year (one meeting in every half year)
- Minimum 2 directors or 1/3rd of the total number of directors, whichever is greater,
are required to be present in meeting of the Board of Directors.
- The discussions of the meeting need to be drafted and recorded in the form of
“Minutes of the Meeting” and maintained at the Registered Office of the Company in
minute books of the companies.
Directors should be intimated about the date and purpose of the meeting by giving
a notice atleast 7 days in advance from the date of the meeting.
Annual General Meeting
Every Private Limited Company is required to hold a meeting of its shareholders
once in every calendar year within a period of six months from the date of closing
of the financial year.
- The ordinary business of an AGM includes approval of financial statements,
declaration of dividends, appointment or re-appointment of auditors, appointment
and remuneration of directors etc.
- The Annual General Meeting shall be held during business hours on a day which is
not a public holiday and shall take place at the registered office of the company or
at some other place within the city, town or village in which the registered office of
the company is situated.
Extra Ordinary General Meeting
All meeting of members other than AGM are called extra ordinary general meeting, a company can have as many general meetings as required to transact any business without waiting for annual general meetings.
Annual Filings
- Private Limited Companies are required to file its Annual Accounts and Returns
disclosing details of its shareholders, directors etc to the Registrar of Companies.
Such compliances are required to be made once in a year.
- As a part of Annual Filing, the following forms are to be filed with the ROC:
- Form AOC-4 : For filing Balance Sheet by all Companies & For filing Profit & Loss
Account by all Companies
- Form MGT-7 : For filing Annual Return by Companies having share capital
- Form MGT-8: From a Practicing Professional certificate to be obtained which is
required to be submitted as an attachment to form MGT-7 (Annual Return)
Forms should be filed within 30 days from the date of Annual General Meeting.
Form MGT-7 should be filed within 60 days from the date of Annual General
Meeting.
Statutory Audit
The purpose of a statutory audit is the same as the purpose of any other audit – to
determine whether an organization is providing a fair and accurate representation
of its financial position by examining information such as bank balances, bookkeeping records and financial transactions.
- Appointment of the Statutory Auditors of the Company. First auditor is to be
appointed within 30 days of Incorporation of the company by the Board of Directors, if the board fails to appoint first Auditor within 30 days, first auditor to be
appointed within 90 days by the members of the company in the general meeting.
- On Appointment of Auditor Form ADT-1 to be filed.
- Subsequent auditors are appointed or reappointed in the AGM of the company
every year.
Maintenance of Statutory Registers and Records
A Private Limited Company has to maintain various statutory registers and records as required by the Company law such as Register of shares, Register Members, Register of Directors etc.
Register members to be in form MGT-1
Besides, Incorporation documents of the company, Resolutions of the meetings of the Board of Directors, Minutes of the Board Meetings and Annual General Meetin etc are also required to be preserved by the Company.
Such records are to be kept at the registered office of the company and shall be open for inspection to its members during business hours. Also, the books of account of every company relating to a period of atleast eight financial years should be preserved and kept in good order.
Compliance by Directors
For appointment or removal of Directors form DIR-12 to be filed with ROC within 30
days
Every director has to make disclosure about his interest in other entities/companies
every year. Disclosure to be made in the first meeting of the board in every financial year in form MBP-1 and whenever there is change in any disclosure made earlier.
Company has to maintain record of the disclosure made by the company, such records to be kept in register in form MBP-4
Other Event Based Filings
Besides Annual Filings, there are various other compliances which need to be done as and when any event takes place in the Company. Instances of such events are:
- Change in Authorised or Paid up Capital of the Company.
- Allotment of new shares or transfer of shares
- Giving Loans to other Companies.
- Appointment of Managing or whole time Director and payment of remuneration.
- Loans to Directors.
- Change in the management of the company
- Opening or closing of bank accounts or change in signatories of Bank account.
- Appointment or change of the Statutory Auditors of the Company.
Different forms are required to be filed with the Registrar for all such events within specified time periods. In case, the same is not done, additional fees or penalty
might be levied. Hence, it is necessary that such compliances are met on time.
