Running a Private Company by itself is a huge responsibility on the members, and directors and its ramifications are faced by the shareholders and other stakeholders as well. Therefore, it becomes extremely important to comply with all the laws and rules, it keeps the business in operation without any hindrances. It is often said that one major disadvantage of a company structure is that there are more compliances. The cost of non-compliance is always more than the cost of compliance. Let’s make it simple with this article.
COMPLIANCES
- Company Name Board: Every Company shall paint or affix the name and address of the registered office and keep the same painted/affixed, outside every office or place in which its business is carried on, in legible letters.
- Letterhead 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.
- First Board Meeting: First Meeting of the Board of Directors is required to be held within 30 days of the Incorporation of the Company. Notice of BM must be sent to every director at least 7 days before the meeting.
- Subsequent Board Meetings: Minimum 4 Board Meetings to be held every year with not more than 120 days gap between two meetings.
- Issuing of Share Certificate: The Company is required to issue Share Certificates to the subscribers of the memorandum within 60 days of Incorporation of the Company.
- 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.
- Alteration in MOA and AOA: Every alteration of Articles and Memorandum shall be filed with Registrar together with a copy of altered Articles, a 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.
- Registers: Every Company shall keep and maintain the following Registers in the specified formats as per the Act. Every Company shall keep at its Registered Office, a Register of Directors and KMP in the prescribed format containing prescribed particulars.
- Resolution: Copy of every resolution (with the 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 a copy of resolution affecting amendment in AOA and Agreements referred in Section 117(3) of the Act.
- Minutes of Meeting: Minutes of every general meeting, Creditors, Board, and Committee shall be prepared and kept within 30 days of the conclusion of every meeting concerned. All appointments in the meeting shall be included in the minutes. Minutes of each meeting shall be entered into the Minutes Book along with the date of such entry.
- 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.
- 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.
- Qualification of Director: Declaration from Director at the time of appointment or reappointment in Form DIR‐8 and Annual disclosure from Director has to be taken. No person shall be a director in more than 20 companies.
- 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. The company shall put resignation details on its website and in its Directors’ Report.
- 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.
- Meeting, at shorter notice: A meeting can be convened on shorter notice for urgent matters provided there is consent from not less than 95% of members entitled to vote thereat.
- 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.
- 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.
- Filing of Financial Statements: Every Company is required to file its Financial Statements within 30 days of its Annual General Meeting with the 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.
Filing of Annual Return: Every company is required to file its Annual Return with the Registrar of Companies within 60 days of the Annual General Meeting in E-Form MGT-7. A company having a turnover of INR 50 Crore or more shall be certified by a Practicing CS in Form MGT-8.
