Private Limited Company registration is not an easy task, neither the compliances. All Private Limited Companies have some mandatory compliances and it has to be followed by each Company. Besides the compulsory compliances, there are some event based compliances also, which are to be complied only on occurrence of a certain event e.g. Change in Directors of Company or Change/Shifting of Registered Office of Company, Increase in Authorized Capital of Company or Creation, Modification of Satisfaction of Charge etc.
Compliances by a Private Limited Company may be divided into two broad categories, i.e. Mandatory Compliances and Event Based Compliances. In this article we will discuss both these compliances in brief.
Minimum four Board Meetings are to be held in a year in every Private Limited Company. First Board Meeting of the Company should be held within 30 days of incorporation of Private Limited Company. All directors should be intimated 7 days in advance with the agenda of Board Meeting in writing. 1/3rd of total directors or minimum 2 directors, whichever is greater are required to be present at the Board Meeting of the Company. All the discussions of the meeting are to be drafted and recorded in writing as “Minutes of Meeting” and to be maintained at the Registered Office of the Company.
Annual General Meeting (AGM)
Annual General Meeting (AGM) of the Company is held every year. This is Shareholders’ meeting. Primary agenda of this meeting is approval of financial statements, appointment of auditors, declaration of dividend, appointment of directors, fixing remuneration of directors etc. Annual General Meeting is to be held within a period of six months from the date of closing of Financial Year. If the Financial Year of the Company closes on 31st March, the Annual General Meeting is to be held by 30th of September. Notice of 21 days is to be given to every shareholder, director and auditor of the company for Annual General Meeting. All discussions of the meeting are to be drafted and recorded in writing as “Minutes of Meeting” and to be maintained at the Registered Office of the Company. Annual General Meeting of the Company can be held during business hours on a day which is not a public holiday or Sunday, and shall be held at the registered office of the Company or at any other place within the same city, town, village where the Registered Office is situated.
Maintenance of Statutory Registers and Minutes of Meetings
Along with the Minutes of Board and General Meetings, a Company has to maintain certain statutory registers in prescribed formats. List of few registers which are applicable to small companies is as under.
- Register of Members – MGT 1
- Index of Members
- Register of renewed and duplicate share certificates – Form SH-2
- Register of Directors and Key Managerial Personnel
- Register of Charges – CH 7
- Register of Contracts and Arrangements in which Directors are interested – MBP 4
Event based compliances
Here is the list of compliances which are to be complied on occurrence of an event.
- Change in Directors (Appointment, Cessation, Retirement etc)
- Shifting / Change of Registered Office of Company
- Registration of Charge / Modification of Charge / Satisfaction of Charge
- Appointment of Auditors
- Change of Statutory Auditors
- Allotment of Shares
- Increase in Authorized Capital
- Resolutions where form MGT 14 is required
Consequences of non compliance
The Companies Act, 2013 provides for heavy penalties and few non compliances even provides for imprisonment for officer in default. Officers in default are the Managing Directors and Executive Directors of the Company. If company has only non executive directors, all the directors are considered as officers in default. There are provisions of late filing fees for procedural lapses also.
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