Post incorporation requirements are obligations which companies are supposed to fulfill subsequent to incorporation. These include filing of annual returns, change of directors or secretary, change of financial year, alteration in capital, allotment of shares, transfer of shares and change of registered office.

Regular Works For A Private Company Under Companies ACT-2013:-

1. BOARD MEETING:

  • In case of other than Small Company and One Person Company: As per Section- 173(1) Every Company require to hold at least 4 (four) Board Meetings of director of company. The maximum gap between 2 (two) Board Meeting should not be more than 120 days. There is no minimum requirements gap requirements.
  • In case of Small Company and One person company: As per Section 173(5): Such companies require to hold at least 2 (two) Board meetings of Directors in every half calendar year. The gap between two Meeting should not be less than 90 (ninety) days.

2. GENERAL MEETING:

  • First Annual General Meeting: As per Section 96(1) First Proviso- First Annual General Meeting of company shall be held with in a period of 9 month from the date of closing of the first financial year of company.
  • Subsequent Annual General Meetings: As per Section 96(1) every company (except One Person Company) require to hold an Annual General Meeting of Company. Time period for holding subsequent Annual General Meeting:
    • Maximum gap between 2 (two) General Meeting can be 15 (fifteen) month. or
    • 6 (six) month from the end of the closing of financial year

        Whichever is earlier!

3. REGULAR E-FORMS REQUIREMENTS:

 

 S.No. Due Date of meeting Agenda Particulars e-forms Due Date Form Filling
1 30th June Filing of return of deposits. If there is any deposit in company. DPT-3 30th June
2 *28-Jul Disclosure of Interest- MBP-1 Preparation of MBP-1,Resolution for adoption, preparation and filing of MGT-14 MGT-14 27-Aug
3 6-Sep Adoption of Annual Accounts and Director’s Report Resolution for adoption, preparation and filing of MGT-14 MGT-14 5-Oct
4 30-Sep Filing – Balance Sheet Preparation, certification and filing of Form 23AC 23AC(AOC-1) 30-Oct
5 30-Sep Filing- Profit & Loss Account Preparation, certification and filing of Form 23ACA 23ACA(AOC-1) 30-Oct
6 30-Oct Filing of Annual Return Preparation of Annual Return, preparation, certification and filing of Form 20B 20B(MGT-7) 30-Nov
7 30-Sep Filing of Auditor Appointment Preparation of Form ADT-1 and filing with Form GNL-2 ADT-1 14-Oct

 *If Last Board Meeting held on 31st March of the previous financial year.

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4.  Following documents needs to be filed with ROC:

S.NO. Particulars of Documents Concerned Form Time Period
 a. Board Resolution for acceptance of MBP-1 MGT-14 with in 30 days of BM
 b. Board Resolution for Adoption of Annual Account MGT-14 with in 30 days of BM
 c. Balance Sheet AOC-1 within 30 days of AGM
 d. Profit & Loss Account AOC-1 within 30 days of AGM
 e. Cash Flow Statement AOC-1 within 30 days of AGM
 f. Annual Return MGT-7 With in 60 days of AGM
 g. ADT-1- Appointment of Auditor GNL-2 within 15 days of AGM

5. Statutory Registers:

List of Statutory Registers which a company required to maintain as per Companies Act- 2013 given below:

Sr. No Particulars Sections
1 Register of Members in Form No. MGT-1 As per Section 88(1)(a) of CA-2013 and rule 3(1) of the Companies (Management and Administration) Rules, 2014
2 Register of debenture holders/ other securities holders in Form No. MGT-2 As per Section 88(1)(b) and (c) of CA-2013 and rule 4 of the Companies (Management and Administration) Rules, 2014
3 Register of Renewed and Duplicate Share Certificates in Form No. SH-2 As per Section 46(3) of the CA-2013 and rule 6(3)(a) of the Companies (Share Capital and Debentures) Rules, 2014
4 Register of Sweat Equity Shares in Form No. SH-3 As per Section-54 of CA-2013 and rule 8(14) of the Companies (Share Capital and Debentures) Rules, 2014
5 Register of Employee Stock Options in Form No. Form No. SH-6 As per Section-62(1)(b) of CA-2013, and Rule-12(10) of the Companies (Share Capital and Debentures) Rules, 2014
6 Register of shares or other securities bought-back in Form No. SH-10 As per Section-68(9) of CA-2013, and rule-17(12) of Companies (Share Capital and Debentures) Rules, 2014
7 Register of charges in Form No. CHG-7 As per Section-85 rule(10) sub-rule(1) of Companies (Registration of Charges) Rules, 2014
8 Register of loans, guarantee, security and acquisition made by the company in Form No. MBP – 2 As per Section-186(9) and Rule 12(1) of the Companies Meetings of Board and its Powers
9 Register of investments not held in its own name by the company in Form No. MBP – 3 As per Section-187(3) and Rule 14(1) of the Companies Meetings of Board and its Powers
10 Register of contracts with related party and contracts and Bodies etc. in which directors are interested in Form No. MBP – 4 As per Section-189(1) and Rule 16(1) of the Companies Meetings of Board and its Powers
11 Register of Transfers for Equity shares, Preference Shares and Debentures as required by Section 56 of Companies Act, 2013
12 Register of Transmission as required by Section 56 of Companies Act, 2013
13 Register of Deposit as required by Section 73 and 74 and Rule 14 of the Companies (Acceptance of Deposit) Rules, 2014
14 Register of Unpaid Dividend as required by Section 124 of Companies Act, 2013
15 Register of Directors and Key Managerial Personnel as required by Section 170(1) and Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014
16 Register of Beneficial Owners as required by Section 88(3) of Companies Act, 2013

6. Minutes:

As per Section: 118. (1) Every company shall prepare minutes of the proceedings of:

  • Every general meeting of any class of shareholders or creditors, and
  • Every resolution passed by postal ballot and
  • Every meeting of its Board of Directors or of every committee of the Board,

Minutes to be prepared and signed in such manner as prescribed below as per rule -25 and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.

As per Rule 25 of the Companies (Management and Administration) Rules, 2014: A distinct minute book shall be maintained for each type of meeting namely;

  • General Meeting of Members
  • Meeting of Creditors
  • Meetings of Board; and
  • Meetings of each of the committees of the Board.
  • Resolution passed by Postal Ballot shall be recorded in the minute book of General Meeting as if it has been deemed to be passed in the General Meeting.

Note:

  • Minutes should be prepared within 30 days of conclusion of meeting.
  • Each page of Minutes Book shall be Initialed or signed.
  • Last page of every record of the proceeding of each meeting shall be Dated and signed.

Signature on Minutes: As per Rule 25(d) of the Companies (Management and Administration) Rules, 2014

  • Minutes of Board Meeting: By the Chairman of said meeting or by the Chairman of Succeeding (Next) meeting.
  • Minutes of General Meeting: By the Chairman of said meeting with in 30 (thirty) days of conclusion of general meeting Or in the event of death of that chairman with in 30 (thirty) days of conclusion of general meeting by a director duly authorised by the Board for the purpose.
  • Resolution passed by postal ballot: By the Chairman of the Board with in with in 30 (thirty) days If there is no chairman or in the event of death of that chairman with in 30 (thirty) days of conclusion of general meeting by a director duly authorised by the Board for the purpose.

Place to Keep Minute Book: As per Rule 25(d) of the Companies (Management and Administration) Rules, 2014: Minutes Books of both General Meeting and Board Meeting shall be

  • Preserved permanently.
  • Kept in the Custody of Company Secretary or any director duly authorized in Board Meeting.
  • Kept at Registered office of Company
  • Kept any other place if, approved by the Board.

7. Ratification of Auditor:

As per Section- 139 of Companies Act 2013 Now Auditor will be appoint for a term of 5 (Five) consecutive years. But as per First proviso of Section-139(1)- Company will ratify such appointment at every general meeting of company.

  1. Some point required to keep in mind:
  • Check: At every Board Meeting check is there any change in interest of Director from the disclosure earlier given by them. If there is any change then director have to give disclosure in MBP-1 to company [Change in disclosure of interest- As per section- 184(1)] and its mandatory for company to file Board resolution for acceptance of MBP-1 in form MGT-14 with in 30 days of meeting of board of directors (As per Section- 179(3) of Companies Act- 2013).
  • Check: That every borrowing of Company with in Limit of Section- 180(1)(c) of Companies Act, 2013, if any time company exceed that limit, there is require to get Shareholders approval by passing of Special Resolution at General Meeting of company.
  • Check: That every loan of Company with in the Limit of Section- 186 of Companies Act, 2013, if any time company exceed that limit, there is require to get Shareholders approval by passing of Special Resolution at General Meeting of company.
  • Check: Private Limited company not borrowing from person other than its directors, condition directors will give declaration that such money is directors own money.

 Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com, Mob: +91-8130757966)

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0 responses to “Regular Works For A Private Company Under Companies ACT-2013”

  1. CA K.K. GUPTA says:

    very well described the whole procedure to be followed by pvt ltd companies. seriously very helpful

  2. NARENDRA SAINI says:

    CS Narendra Saini

    Thax for sharing important compliace

  3. Nirali says:

    thank you soo much sir
    really a wonderful article
    thnx for d handy info
    its really useful

  4. monica says:

    wonderful job keep it up

  5. Madhuri says:

    Thanku So Much Sir. This is very needfully for us.

  6. Madhuri says:

    Thanku so much Sir. This is very needful for us.

  7. Ravinder says:

    Wow. Very handy,useful and valuable information. Thanks a lot.

  8. Srikanth S says:

    Thanks for bunch of very useful details and information…

  9. Mukesh Agarwal says:

    Excellent summary and a ready reckonker. Wonderful work. Keep it up.

  10. Ca Vishnu Kumar Gupta says:

    Very good information regarding compliance
    thanks

  11. Leena Jethe says:

    Superb! Thank You so much Sir.

  12. Sharad says:

    Superb compilation. Thanks a lot

  13. ca pravin vora says:

    Thax for sharing important compliace

  14. Nisha Sharm says:

    Thanks a lot Divesh………

  15. KRUSHNAL says:

    Thank you sir, for your above cited articles. we are always enriched with the knowledge on the provisions under new co. act. with your efforts of making it simpler and lucid.

  16. Ca. SHANKAR Lal Gupta says:

    Very informative and timely write up. May God bless you.

  17. Raghav says:

    Beautifully compiled

  18. Yogesh Iyer says:

    Beautifully compiled! Thanks for sharing with us.

  19. CA Ravindra Manek says:

    Very useful.

    Thanks.

  20. pankaj tolani says:

    Too good Article. Keep it Up.

  21. CA Vinish Kumar says:

    comprehensively compiled .Thanks Sir ji

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