1. File Annual Return of Company in MGT-7

Within 60 days of the AGM, the company’s annual return filed in Form MGT-7. The basic purpose behind filing of Annual Returns with the Registrar is to provide Annual information about the Company to the Registrar of Companies and the members about the Company’s Registered office, its principal business activities, particular of its holding, subsidiary and associate companies, Capital Structure, Indebtedness, Members and Debenture-holders-Past and present, Directors-Past and present, its promoters and key managerial personnel, meetings of members, Board and its various committees, its directors and officers and matters relating to compliances and disclosure, etc. It helps stakeholders to ensure that the company is administered in a proper way in the interest of its members and creditors..

 The late filing is allowed with an additional fee of Rs. 100 for each day of delay.

2. Filing Financial Statements in AOC-4

Every Private Limited Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Director Report in this form within 30 days of holding of Annual General Meeting in FORM AOC-4. Financial statement in relation to a company includes a balance sheet as at the end of the financial year, profit and loss account for the year (income and expenditure in the case of a company carrying on any activity not for profit), cash flow statement for the financial year, a statement of changes in equity, if applicable and any explanatory note annexed to, or forming part of, any document referred to above

The late filing is allowed with an additional fee of Rs. 100 for each day of delay.

3.ANNUAL GENERAL MEETING and Form ADT-1

Every Company other than One Person Company is required to hold a yearly meeting of its shareholders within a period of six months from the date of closing of the financial year and in case of newly incorporated company, within a period of nine months from the date of closing of the financial year. The principal agenda of holding the annual general meeting includes approval of audited financial statements, appointment or re-appointment of auditors, appointment and remuneration of directors etc.

For the purpose of AGM, A Notice And Directors Report is drafted as per the Companies Act, 2013. One of the main purposes of the AGM is to appoint or reappoint statutory auditor of the company for the next audit period. The decision taken in AGM relating to appointment of auditor of the company is reported in Form ADT-1 within 15 days of the conclusion of AGM for the company

4. Board Meeting

The meetings of Board of Directors provide a means to discuss the business and take formal decisions. The directors can only act at a meeting of the Board of Directors through resolutions passed at the meetings. Every company is required to hold the first meeting of the Board of Directors within thirty days of its incorporation and there after hold a minimum number of four meetings of the Board of Directors every calendar year. Therefore, the Law specifically enjoins that the Board of Directors must formally meet once a quarter.

A Private Limited Company which is classified as a “Small Company” and a Section 8 company is required to hold meeting once in every six months. The discussions of the meeting need to be drafted and recorded in the form of “Minutes of the Meeting” and maintained at the Registered Office of the Company.

5. Change in Company Name

In case the management of the company desires to change the name of the company, then it can be done with the consent of its shareholders and the approval of the registrar of companies.The reason for a change of name of the company can be many, such as new branding plan, mergers and amalgamation, a shift in business activity etc.; However, the procedure shall be adopted similarly in all cases. The companies act, 2013 and the rules there under have laid down a clear & non-ambiguous method to change the name of a company. As the name of the company is mentioned on the MOA, AOA, Pan card, Tan Number, GST Registration, etc.; after its change, the same must also be altered.

Procedure is as follows:

Board Resolution

  • 1

    Availability of name proposed

  • 2

    Call EGM , Pass special resolution

  • 3

    File Form -MGT-14 with certified copy of the resolution

  • 4

    File Form INC-24 with an amended copy of MOA & AOA

  • 5

    Copy of Notice of EGM and the special resolution

  • 6

    Issue of fresh Certificate of Incorporation with new name of the company

6. Change in Object

With the change in priorities, a company can seek to change its main object. The objective of the company as drafted in the object clause is a boundary of its operation regarding what activities the company can perform. 

Board Resolution

  • 1

    Call EGM

  • 2

    Pass special resolution

  • 3

    Copy of Notice of EGM

  • 4

    File Form -MGT-14 with certified copy of the resolution amended copy of MOA & AOA

  • 5

    Approval of the MGT-14 implies the new object of the company come in force

7. Change in Registered Office

The registered office of the company may be shifted from one place to another by following the procedure as prescribed in the Companies Act and Rules made thereunder. However the process and documentation depends on the nature of change. There are four scenario which is possible while dealing with the change of the registered address of the company. The requirements in each scenario are different

(i) Change Within Local Limits of City :

Board Resolution

  • File INC -22 with prescribed documents to ROC within 30 days of Board Resoltuion
  • No alteration of MOA required

(ii) One City to Another Within Same ROC :

Board Resolution

  • File INC-22 to give effect to such change
  • No alteration of MOA required
  • File INC-22 to give effect to such change
  • No alteration of MOA required

(iii) From Jurisdiction of One ROC to Another :

Board Resolution

  • Call EGM and pass Special Resolution
  • File MGT-14 with prescribed documents
  • File INC 23 for approval of Regional Director
  • File INC-22 to ROC after confirmation from Regional Director to give effect to such change
  • No alteration of MOA required

(iv) From One State to Another State :

Board Resolution

  • Alteration of MOA
  • Call EGM and pass Special Resolution
  • File MGT-14 with prescribed documents
  • File INC 23 for approval of Regional Director
  • File INC-22 to ROC after confirmation from Regional Director to give effect to such change

8. Increase in capital

The authorised capital of a company is the limit to which a company can raise its capital. The subscribed capital or paid-up capital can never be more than the amount of authorised capital as mentioned in the capital clause of the MOA and AOA.The procedure for increasing authorised capital is as follows:

Board Resolution

  • Call EGM and pass Special resolution
  • Alteration of MOA
  • File SH-7 with ROC

9. Director Related compliances:

A lot of compliances of Companies Act are required when appoining a new Director, Resignation or chnage in particulars of Directors. Some of them are mentioned below

  • Application for Director Identification on Form DIR – 3
  • Prior to appointment , Consent in writing to act as director in form DIR-2, pursuant to rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
  • Intimation in form DIR-8, pursuant to rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014. To be filed after appointment.
  • Disclosure of interest in form MBP-1 pursuant to section 184(1) read with rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014. To be filed after appointmen
  • File e-Form DIR – 12 post appointment for intimation to ROC
  • e-Form DIR – 11 where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the registrar a copy of his resignation along with the reason of resignation

FAQ

A company can intimate changes among Managing Director, Directors, Manager and Secretary of a company by filing eForm DIR-12 with Registrar of Companies (ROC) within 30 days (Event date + 30 days) from the date when such change takes place.

The following eforms need to be filed:

  1. The existing company needs to reserve the name through ‘RUN’.
  2. After the name is approved, MGT-14 (necessary resolution for alteration of Memorandum of Association and Articles of Association (MOA and AOA) needs to be filed.

  3. eForm INC-24 (Application for approval of Central Government for change of name) needs to be filed.to give effect to change in name.

A public company can convert itself in to a private company by filing Form MGT-14 (Alteration of MOA and AOA) and then taking approval of Form INC-27.

In case you want to report repayment or satisfaction of registered charges, you need to file Form CHG-4 (satisfaction of charge). This form is applicable for both the type of charges.

Minimum no. of directors for One Person Company: One, Private Limited Company: Two, for Public Limited Company: Three and, for producer company: Five.

Minimum no. of subscribers for One Person Company: One, Private Limited Company: Two, for Public Limited Company: Seven and for Producer company: Ten.

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