WHAT
IS MEANING OF PRIVATE LIMITED COMPANY?
A private limited
company is a company which is privately held for small businesses. The
liability of the members of a Private Limited Company is limited to the amount
of shares respectively held by them. Shares of Private Limited Company cannot
be publically traded.
Ø A private company is formed by a small number
of shareholders who come together for a social cause or profit motive.
Ø The shares of a private company are not
traded on a public stock exchange.
Ø The common types of private companies include
sole proprietorships, partnerships, and limited liability companies.
1.
Company Name
Board- Every Company
shall paint or affix the name and address of registered office and keep the
same painted/affixed, outside every office or place in which its business is
carried on, in legible letters.
2.
Letter Head of
Company- Every Company
shall get its name, address of registered office, CIN, telephone and email
printed on all business letters, billheads, letter papers, notices and other
official publications.
3.
First Board
Meeting- First Meeting of
Board of Directors is required to be held within 30 days of Incorporation of
Company. Notice of BM must be send to every director at least 7 days before the
meeting.
4.
Subsequent Board
Meetings- Minimum 4 Board
Meetings to be held every year with not more than 120 days gap between two
meetings. In case of small company, it is sufficient to conduct only two Board
Meetings.
5.
Issuing of Share Certificate
– Company is
required to issue Share Certificates to the subscribers of memorandum within 60
days of Incorporation of Company.
6.
Filing of
Disclosure of interest by Directors- Every director at:
‐ First meeting in which he participates as director; or
‐ First meeting of Board in every FY; or
‐ Whenever there is change in disclosures
shall disclose in Form MBP‐1 (along with list of relatives and concern of relatives
in the Company as per RPT definition), his concern or interest in any company,
body corporate, firm or other association of individuals (including
shareholding interest).
7.
Form MBP‐1 shall be kept in the records of the company.
8.
Resident Director- Every Company is required to appoint at least
one Director who has stayed in India for a total period of not less than 182
days in the previous calendar year.
9.
Alteration in MOA
and AOA- Every alteration
of Articles and Memorandum shall be filed with Registrar together with copy of
altered Articles, notice of meeting and SR within 30 days of passing Special
Resolution. Every alteration made in MOA and AOA shall be noted in every copy
thereof.
10.
Registers- Every Company shall keep and maintain
following Registers in the specified format:
‐ Register of Members MGT-1
‐ Register of other Security Holders residing outside
India MGT-3
-
Register of
Transfer and Transmission of Shares SH-6
-
Register of Charge
CHG-7
-
Index of the
Registers
11.
Other Registers- Every Company shall keep at its Registered
Office, a Register of Directors and KMP in the prescribed format containing
prescribed particulars.
12.
Resolution- Copy of every resolution (with explanatory
statement, if any) or Agreement for the specified matters to be filed with ROC
in Form MGT‐14 within 30 days. Articles of Company shall
have copy of resolution effecting amendment in AOA and Agreements referred in
Section 117(3) of the Act.
13.
Minutes of
Meeting- Minutes of every
general meeting, Creditors, Board and Committee shall be prepared and kept
within 30 days of conclusion of every meeting concerned. All appointments in
the meeting shall be included in the minutes. Minutes of each meeting shall be
entered into Minutes Book along with date of such entry.
14.
Appointment of
Director- Every person to
be appointed as Director shall provide his consent in Form DIR‐2 and such consent shall be filed by the Company with ROC
in Form DIR‐12, within 30 Days of appointment.
15.
Provisions related
to DIN- Every individual
intending to be appointed as director shall make an electronic application in Form
DIR-3 to Central Government for allotment of DIN.
16.
Qualification of
Director- Declaration from
Director at the time of appointment or reappointment in Form DIR‐8.Annual disclosure from Director to be taken.
17.
Number of
Directorship- No person shall
be a director in more than 20 companies. Maximum number of public companies can
be 10 (Director in Section-8 Co. and Dormant Director not to be included)
18.
Resignation by
Director- Director shall
intimate his resignation to the Company, which the Company shall file with ROC
in Form DIR‐12 in 30 days. Company shall put resignation
details on its website and in its Directors’ Report.
19.
Return of Director
and KMP- Return of
Directors and KMP to be filed with ROC in Form DIR 12, within 30
days of appointment or change.
20.
Meeting at shorter
notice- Meeting can be
convened on a shorter notice for urgent matters. Consent from not less than 95%
of members entitled to vote thereat.
21.
Quorum‐ Quorum shall be one‐third or two directors, whichever is higher. Directors
participating through Video Conferencing shall be counted for the purpose of
quorum.
22.
First Auditor- First Auditor of the company shall be
appointed by the BOD within 30 days of Incorporation who shall hold the office
till the conclusion of 1st AGM. In case of First Auditor, filing of ADT-1
is not mandatory.
23.
Subsequent
Auditor- The BOD shall
appoint the auditor in first AGM of company who shall hold the office till the
conclusion of 6th AGM and shall inform the same to ROC by filing ADT-1.The
responsibility to file Form ADT 1 is that of the company and not of the auditor
within 15 days from the date of appointment.
24.
Ratification of
Auditor- Shareholders will
ratify the appointment of Auditor in every AGM but there is no need to file ADT-1
for ratification.
25.
Casual Vacancy of
Auditor- If Casual Vacancy
is arising due to the resignation of auditor, it shall be filled within 30
days of BOD meeting, subject to approval in General Meeting (AGM or
EGM). Any auditor appointed in a Casual Vacancy shall hold office until the
conclusion of the next Annual General Meeting.
26.
ADT-3- The auditor shall file with the company a
resignation letter stating the reason for resigning and file Form ADT-3
with the registrar within 30 days from the date of resignation. Filing form
ADT-3 is the responsibility of the auditor and can only be filed if ADT-1 of
the relevant auditor was filed.
27.
Annual General
Meeting- Every Company is
required to hold an Annual General Meeting on or before 30th September every
year during business hours (9 am to 6pm), on a day that is not a public holiday
and either at the registered office of the Company or within the city, town or
village where the registered office is situated. A 21 clear days’ notice is
required to be given for the same.
28.
Filing of
Financial Statements-
Every Company is required to file its Financial Statements within 30
days of its Annual General Meeting with Registrar of Company in
E-Form AOC-4. The same shall be digitally signed by one
director and certified by CA/CS/Cost Accountant in
Practice.
29.
Filing of Annual
Return- Every Company is
required to file its Annual Return with Registrar of Companies within 60
days of Annual General Meeting in E-Form MGT-7.
A company having turnover of INR 50 Crore or more shall be
certified by a Practicing CS in Form MGT-8.
30.
Regularisation of
Additional Director- If company wants
to appoint additional director as director, then it shall regularize the person
as director in General Meeting by passing Shareholder Resolution. File form DIR-12
for Change in Designation of Director along with ordinary resolution within 30
days of AGM.
31.
Directors’ Report- Directors’ Report is to be filed within 30
days of AGM along with Form AOC-4. It should be
signed by the “Chairperson” authorized by the Board, where he is not so
authorized by at least 2 Directors.
32.
Filing of Financial
Statements of a Foreign Co. -Every Foreign Company is required to file Annual accounts
(consolidated financial statements/ global accounts) along with the list of all
principal places of business in India within 6 months of close of the Financial
Year.
33.
Filing of Annual
Return of a Foreign Co-
Every foreign company shall prepare and file annual return of the company in
e-Form FC-4 within 60 days from the close
of financial year.
34.
Return of
Deposits-Company is
required to file Form DPT-3 every year on or before 30th June
in respect of Return of Deposit and particulars not considered as Deposit as on
31st
March.
35.
Disclosure of
Significant Beneficial Owner: Company shall file Form BEN-2 within 30 days of
receipt of BEN-1 from Shareholder.
Note: On regular basis company have to check
whether there is any SBO in Company due to change in its Shareholding or due to
change in shareholding of Body Corporate Members
36.
KYC of Directors- All the Directors of company shall file this
form on or before 30th September every year for all the directors of the
company.
37.
Delay in payment
to MSME vendor- Company have to
file this return half yearly in respect of pending payments to MSME vendors at
the end of half year
-
April to Sept-
31stOctober
-
October to March- 30th
April
Disclaimer:
The Article is based on the Relevant Provisions and
as per the information existing at the time of the preparation. In no event I
shall be liable for any direct and indirect result from this Article. This is
only a knowledge sharing initiative.
The
Author – CS Deepak Seth (Associate Partner at Helpinghands Professionals LLP)
and can be reached at contacthhpro@gmail.com or 9910248911.
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