Features of Private Company

Topics: 1973, 1977, 1976 Pages: 10 (3435 words) Published: January 27, 2013
Compliances to be adhered to by a Private Limited Company

Features of a private company:
1. A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed by its articles, 2. Restricts the right to transfer its shares, if any, 3. Minimum number of members two, 4. Limits the number of its members to fifty, 5. Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company, 6. Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives, 7. Minimum number of directors two.

Statutory books to be maintained:
Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. Register Register of investments in securities not held in company’s name Register of fixed deposits Register of securities bought back Register of charges Register and index of members Register and index of debenture holders Register and index of beneficial owners Foreign register of members and debenture holders Copies of all Annual Returns Books containing minutes of general meeting and of Board and of committees of Directors Books of accounts Register of contracts with companies/firms in which directors are interested Register of Directors/Managing Directors/Managers/Whole-time Directors/ Secretary Register of directors’ shareholdings Register of loans or investments made, guarantees given and security provided to other body corporate Register of Renewed and Duplicate Share Certificates Section Section 49(7) Section 58A Section 77A Section 143 Sections 150, 151 Section 152 Section 152A Section 157 Section 163 Section 193 Section 209 Section 301 Section 303 Section 307 Section 372A Rule 7 of the Companies (Issue of Share Certificate) Rules, 1960 209(1)(d)

17. 18.

Cost Records Copes of every instrument creating any charge.

Compliance: 1. Need not hold a statutory meeting. File statutory report (Form 22) with the Registrar. 2. Intimation of the details of Director Identification Number (DIN) to Registrar in Form DIN-3. 3. Every company shall paint or affix its name and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position. 4. Every company having a paid up share capital of Rs. 2 crores or more is required to appoint a qualified person as Company Secretary. A qualified Company Secretary should be a member of Institute of Company Secretaries of India. 5. U/S 383 A (1), every company which is not required to employ a whole time secretary and has a paid up share capital of Rs 10 lakhs or more shall file with the ROC a compliance certificate from a secretary in whole time practice. Holding of various Meetings under Companies Act, 1956 Since the Company is a separate legal entity, the decisions are taken in democratic way. Decisions in case of a Company are taken at two levels i.e. decisions by Board of Directors and Decisions by the Members in General Meetings. Check whether in all meetings notice along with agenda was served, quorum was present, previous minutes got confirmed, minutes entered into minutes book and signed. Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors, to be kept by making within 30 days of the conclusion of every such meeting. Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed.

Board Meeting (BM)
i ii At least one meeting in every 3 calendar months and at least four such meetings shall be held every calendar year. At first BM of the company these typical resolutions for election of chairman, constitution of the Board, first F.Y. of the company, appointment of first auditors, appointment of Secretary, Cost auditor, opening of bank account, adoption of common seal, registered...
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