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:
(I wrote a Article on Meetings & Committees under companies Act-2013- mail me on csdiveshgoyal@gmail.com if you want that)
- 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
a. 6 (six) month from the end of the closing of financial year
b. 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.
4. Following documents needs to be filed with ROC:
|
1. |
Particulars of Documents |
Concerned Form |
Time Period |
|
2. |
Board Resolution for acceptance of MBP-1 |
MGT-14 |
with in 30 days of BM |
|
3. |
Board Resolution for Adoption of Annual Account |
MGT-14 |
with in 30 days of BM |
|
4. |
Balance Sheet |
AOC-1 |
within 30 days of AGM |
|
5. |
Profit & Loss Account |
AOC-1 |
within 30 days of AGM |
|
6. |
Cash Flow Statement |
AOC-1 |
within 30 days of AGM |
|
7. |
Annual Return |
MGT-7 |
With in 60 days of AGM |
|
8. |
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: (I wrote a Article on Statutory Registers under companies Act-2013- mail me on csdiveshgoyal@gmail.com if you want that)
|
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.
- 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.
8. 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, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Though utmost efforts has made to provide authentic information, it is suggested that to have better understanding kindly cross-check the relevant sections, rules under the Companies Act, 2013. The observations of the author are personal view and the authors do not take responsibility of the same and this cannot be quoted before any authority without the written
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