checklist of Post Incorporation activities of private company
sonia bidla
sonia bidla
mayur joglekar
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Rajesh Khandelwal
There is no checklist post inc. of any co.
++ :)
Date: Fri, 15 Mar 2013 16:10:54 +0530
Subject: Re: [CSMysore] checklist of Post Incorporation activities of private company
From: csmayur...@gmail.com
To: csmy...@googlegroups.com
Urmila Bohra
sonia bidla
Animesh Jha
Limited Company
Appointment of First Director
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1. |
Convene Board Meeting after giving notice to all the directors within one month from the date of incorporation of the company [Section 286] to discuss besides others the following matters. · To pass a resolution for appointing first auditors of the company to hold office till the conclusion of the first annual general meeting. |
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2. |
Obtain a written certificate from the auditor to the effect that the appointment, if made, will be in accordance with the limits specified in (Section 224(1B). |
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3. |
Note that the provisions of sub-section (1B) of Section 224 will not apply on and after the commencement of the Companies (Amendment) Act, 2000 to a private company. |
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4. |
If the Board fails to do so within 30 days after the incorporation of the company, hold a general meeting by issuing notices in writing at least 21 clear days before the date of general meeting with relevant explanatory statement and pass an ordinary resolution. |
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5. |
(Intimate) the auditors of the Company within 7 days from the date of appointment. |
Board of Directors and Meetings
Directors are appointed by shareholders and the day to day management of company is vested with the Board of Directors. The Board of Directors manages the company subject to the provisions of Companies Act and Rules. The Board carry out the management through decisions taken at their meetings. The decisions at the meeting of directors are carried by way of resolutions. The Board of Directors has to meet at least once in every three months and at least 4 meetings shall be held in every year. Minutes of Board Meeting should be recorded and kept signed by the Chairman of the meetings.
Shareholders and Meetings
Shareholders are the ultimate owners of the company and thus they are the ultimate decision making authority for matters such as appointment of directors etc. Every year, the company has to convene an Annual General Meeting (AGM) of the shareholders for adopting the Annual Accounts and appointment of Auditors for the following year. Any meetings of shareholders other than the Annual General Meeting are called Extra Ordinary General Meetings (EGM). In case of any items that requires shareholders approval and cannot be waited for next AGM, usually decided at an EGM of shareholders. Minutes of General Meetings of the company should also be recorded and kept signed by the Chairman of the meetings. Though the day to day affairs are managed by the board of directors, there is certain decision that requires the approval of Shareholders meetings. Considering the requirements of majority for passing, resolutions can be classified in to Ordinary resolution and Special resolution.
Ordinary Resolution:
Where the votes casted in favour of the resolution exceed the votes casted against the resolution in a general meeting by members or by proxies attended the meeting and entitled to vote.
Special Resolution:
Where the vote’s casted in favour of the resolution are not less than three times the number of votes casted against the resolution in a general meeting by members or by proxies attended the meeting and entitled to vote.
Company Secretary
Every company having a paid up capital of Rs.5 Crore or more shall appoint a whole time Company Secretary and every company having a paid-up share capital of Rs.10 Lakhs to Rs.5 Crore shall obtain the Secretarial Compliance Certificate from a Company Secretary
in whole-time practice and have to file the same with the Registrar of Companies.
Minutes / Registers / Records and Common Seal
A company is required to maintain and preserve a set of records as required under Companies Act. The records and registers should be made available for inspection by Directors/ Shareholders and Regulatory authorities as and when required subject to restrictions under the Act. To ensure timely compliance of requirements in a systematic manner, the following records, registers and stationery is required by a company.
1. Share Certificate
Share certificate is the proof of share holding in a company. The company has to issue share certificate to the subscribers of Memorandum on receipt of subscription money as agreed in the Memorandum of Association and for all subsequent share allotments. A Share certificate is required to be issued under the authority of board resolution with the common seal of the company and is required to be signed by two directors and an authorized signatory. Stamp duty is to be paid on share certificate according to the respective state stamp rules.
2. Minutes Book
The decision taking process in a company happens through Meetings of Board of Directors and Members. Minutes of these meetings are required to be recorded, serially numbered, each page should be initialed and the last page should be dated and signed by the Chairman of Meetings as required under Companies Act.
3. Statutory Registers
The following are the Registers that are mandatory to be kept by a company
i. Register of Members
ii. Register of Directors
iii. Register of Directors Shareholding
iv. Register of Companies / Firms in which Directors are interested
v. Register of Contacts in which Directors are interested
vi. Register of Charges
vii. Register of Investments not in the name of Company
viii. Register of Loans and Guarantee
ix. Register of Investments
x. Register of Share Transfers
4. Common Seal
Common seal is an official seal used by the company. Use of common seal leaves an indentation or impression on the paper. Common seal is usually used for the following purposes
a. Issue of Share certificates
b. Contracts and deeds to be executed by the company
The common seal is required to be used under the authority of board of directors and is required to be witnessed by directors as stipulated in the Articles of Association of the company.
Filing of Returns with office of Registrar of Companies (ROC)
Compliance mechanism under Companies Act mandates a company to file documents and Returns to office of Registrar of Companies (ROC) from time to time. Compliance related filing of returns / documents with the office of Registrar of Companies can be broadly classified in two categories;
1. Annual Statutory Compliances
2. Event Based / Process Compliances
1. Annual Statutory Compliances
a. Annual Accounts.
Every company has to prepare financial accounts consisting of Balance Sheet and Profit and Loss account on a yearly basis duly audited by a Chartered Accountant and the same has to be placed before the Annual General Meeting (AGM) of the company. Copy of the Annual Accounts has to be filed with the Registrar of Companies within 30 days from AGM.
b. Annual Return.
Every year a company shall file a return with the Registrar of Companies within 60 days of AGM containing the particulars such as address of registered office, register of its members, register of its debenture holders, shares and debentures, indebtedness, members and debenture holders, past and present, and directors, managing directors, past and present.
c. Secretarial Compliance Certificate.
In case of companies having paid-up share capital of Rs.10 Lakhs to Rs.5 Crore shall file the Secretarial Compliance Certificate with the Registrar of Companies within 30 days from AGM.
2. Event Based / Process Compliances
The following are few instances that require a filing of a return with the Registrar of Companies. Events that requires filing of Returns
a. Allotment of of Shares
b. Increase Authorised Capital
c. Creation / Modification / Satisfaction of Charges
d. Change in Registered Office of the company
e. Filing of certain Resolutions Passed by the Board / General Meetings and Agreements entered by the company
f. Appointment of Directors / Managing Director and changes among them. Process related Filing requirements
g. Change of Company Name
h. Obtaining Certificate of Commencement of Business by a Public Company
i. Statutory Meeting of a Public Limited Company
j. Conversion of Private Company to Public and vice versa
k. Various Approvals from the office of Central Government / Regional Director / Company Law Board /Registrar of Companies.
Accounting & Audit
As per Companies Act, books of accounts to be maintained according to double entry system on accrual basis in accordance with the Indian accounting standards and the same shall be maintained at the registered office of the company.
A company has to close its accounts every financial year and such financial year may be less more than a calendar year but it shall not exceed fifteen months. The account of a company has to be audited by a Chartered Accountant. The requirement of audit is applicable to all companies irrespective of size and turnover.
In case of companies where annual turnover is Rs.60 Lakhs or more, there is an additional requirement of audit under Income Tax Act by a Chartered Accountant and the report to be submitted along with the Annual Tax Returns. Every Annual General Meeting (AGM), the board of directors shall place the accounts of the company consisting of Balance sheet as at the end of the financial year and a Profit and loss Account for that period along with the report of auditors.
Tax Compliances
A. Income Tax Compliances
Income Tax law compliances for a company / LLP are as follows:
1) Tax Deduction / Collection at Source (TDS/TCS) and filing of Returns
Company or LLP while making specific payments has to deduct tax at source. TDS is
applicable to payments such as Salary, Interest, Dividend, Rent, Fee for professional and technical services, Commission and brokerage etc. The collection tax will be made at the source where income arises or accrues. The Incomes Tax Act mandates the payer to deduct specific percentage from the payment and pay the balance to recipient. The payer has to file quarterly returns to Income tax department with details of payee, date of deduction and date of remittance to department etc. The die dates for filing the quarterly returns are as follows:
Quarter Filing Due dates
First Quarter (April to June) July 15th
Second Quarter (July to Sept) October 15th
Third Quarter (Oct to Dec) January 15th
Fourth Quarter (Jan to March) May 15th
2) Advance Tax Payments
Income Tax laws mandate payment of Income Tax in Advance in case of assesses total tax liability for a financial year exceeds Rs.10000 or more after deducting the tax deducted at source from the gross tax payable on the current income.
Schedule of Advance Tax Payment by Companies and LLP Instalment Due Date Percentage
First 15th June 15%
Second 15th September 45%
Third 15th December 75%
Fourth 15th March 100%
If the advance tax payment is not made in time, interest will be applicable for the delay in payment.
3) Filing of Income Tax Returns
As per Income Tax Act, company or LLP has to close its financial year as on 31st March every year and has to file the returns with Income Tax Department. In case of Company / LLP whose annual turnover is more than Rs.60 Lakhs, the accounts have to be audited as required under Income Tax Act as well.
A company / LLP have to file its Income tax Returns on or before the due dates as follows: Company / LLP whose accounts are not required to be audited under any Law :31st July of every year
Company / LLP whose accounts are subject to Audit under any Law 30th September of every year or such other date as may be notified by the Income Tax authorities.
Warm Regards,
ANIMESH JHA
101 & 103, Jagat Trade Centre,
Frazer Road,Patna - 800001
Mob: +91 73527 -09000
Tel :0612-3215309,2213905
www.eformation.co.in
PATNA I DHANBAD I NEWDELHI I PATIALA
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