Mismanaged post incorporation compliances by pvt ltd Company

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The matter is quite messed up... I would really appreciate if anyone can guide me. A private limited company was incorporated in July 2010 and the certificate of incorporation was provided for the same.

The directors of the company were not available in the country uptill now, so no other formalities have been done uptill now. Not a single one, accept a bank account was opened before end of the last financial year with the amount equal to the capital of the company.

 

I understand that many compliences which would have been needed are not met in our case. Can anyone guide what should be our next step? I under stand that the following things are needed to be done :

 

  • Call a meeting of the board of directors.
  • Pass the basic resolutions needed, as discussed in many other threads.
  • Appoint a CA.

  • Issue shares.

  • Call an AGM

  • Get the accounts audited along with the incorporation cost.
  • Fill the annual returns with the registar.

 

 

Questions :

  1. How are the minutes to be recorded? Are they to be written in any special type of book to be purchased from a form shop? Or they could be printed on loose sheets and binded in a file?
  2. Is there anyother register to be maintained accept the basic books of accounts?
  3. Which rules are been breached by the company upto now? Any corrective actions? Should registar be notified about it?
  4. Any other thing to be done accpet above?

 

 

I request the respected members to help me. I know I am asking for alot but I will try to document my experiece with post incorporation prosses in dummy friendly way in this forum. Thanks a lot....

Replies (6)

1) It is necessary for a company to maintain proper minutes and proceedings book. The minutes can be recorded on loose sheets in computerised form but should be binded every six months as per rules. There are special minutes book available in the market.

 

2) Yes, Statutory Register containing details of members, directors, shareholding pattern and details of charges are also required to be maintained.

 

3) Section 150, 159, 209, 301 and others of the companies act have not been complied with. The Registrar of Companies can take action against such company u/s 621 of the companies act for such defaults. It is advised to rectify them as soon as possible or else there will be continuing penalties for such defaults.

 

4) Yes, there are many other compliances to be followed but it is not possible to mention them all here. 

Nadeem ji!


Thank you for the valuable response.

(1) Issue about minutes is clear now.

(2) Is such register available in the form shop or should be made by ourself?

(3) I believe that a company has time of 18 months after the incorporation to conduct AGM and file its annual returns to the registrar OR End of financial year + 9 Months. Does that mean that the I have a chance of rectifing the mistakes without been subjected to penaltie?

(4) Can you suggest me a source where I can get the check list of post incorporation stuff? I have ordered "All about private limited companies" by Dr K.R.Chandratre, do you think it will help?


Thank you once again Nadeem ji for spending your valuable time.

Miss Dipti, i thank u for the appreciation!

Yes, the statutory registers are also easily available in the market you can get these from a Stationery Seller.

Yes, u r right that the first Agm after incorporation should be held within 18 months and subsequently after that within 15 months or 6 months (not 9 months) from the end of financial year whichever is earlier, but since the first Financial Year of your company is from the date of incorporation i.e. July 2010 till 31st March 2011 and the subsequent Financial Year of the Company shall be commencing from 1st April till 31st March every year. The company is required to prepare it's annual account for the year ending 31st March 2011, though time limit to file such annual accounts and annual return with the ROC is 30 days & 60 days respectively from the date of holding the AGM. As such for your Company the due date for the Agm shall be 30th September and last date for filing annual accounts and annual return 30 days and 60 days thenafter. Therefore you still have time left to get the annual accounts prepared without indulging into any penalties.

 

4) I have no idea about the book mentioned by you, as such i will not comment on it. But i am enclosing check list for private companies which will be helpful to you. 

 

Check List for Private Companies

as of now you very well know that how to maintain register, how to write minute book. special books are also available in market covering various topics on how to write minute books. according to me your company should consult company secretery .C.S. can provide good consultation and also bring to u r notice other mismanagment if any and solution for the same.

Service of a CS is now hired. But the problem was solved very well by Nadeem ji.


Thanks you Pratik ji for your advice.


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