Companies Act, 2013 and Compliance by Private Limited Companies ~ CA Student Portal

1. Filing of Form MGT-14 for the below mentioned:

Section	Purpose
Section 8	For a company registered under Section- 8 to convert itself into a company of any
	other kind or alteration of its Memorandum or Articles
Section 12	Shifting Of Registered Office.
Section 13	Alteration in MOA.
Section 14	Alteration in Article
Section 13(8)	A company, which has raised money from public through Prospectus and still has
	any unutilized amount out of the money so raised, shall not Change its objects for
	which it raised the money through prospectus unless a special Resolution is passed
	by the company.
Section 27(1)	A company shall not, at any time, vary the terms of a contract referred to in the
	prospectus or objects for which the prospectus was issued, except subject to the
	approval of, or except subject to an authority given by the company in general
	meeting by way of special resolution.
Section 41A	A company may, after passing a special resolution in its general meeting, issue
	depository receipts in any foreign country in such manner, and subject to such
	conditions, as may be prescribed. (Section still not applicable).
Section 48(1)	Where a share capital of the company is divided into different classes of shares, the
	rights attached to the shares of any class may be varied with the consent in writing
	of the holders of not less than three-fourths of the issued shares of that class or by
	means of a special resolution passed at a separate meeting of the holders of the
	issued shares of that class.
Section 54	Issue of Sweat Equity Shares.
Section 62(1) (c)	Preferential allotment of shares.
Section 65	Conversion of Unlimited company into limited company.
Section 66(1)	Reduction of Share Capital.
Section 67(3)(b)	Special resolution for approving scheme for the purchase of fully-paid shares for the
	benefit of employees.
Section 68(2)(b)	Buy Back of Shares.
Section 71(1)	A company may issue debentures with an option to convert such debentures into
	shares, either wholly or partly at the time of redemption:
	Provided that the issue of debentures with an option to convert such debentures
	into shares, wholly or partly, shall be approved by a special resolution passed at a
	general meeting.

Section 76	Inviting deposits from person other than members.
Section 94	Keep registers at any other place in India.
Section 140(1)	The auditor appointed under section 139 may be removed from his office before the
	expiry of his term only by a special resolution of the company, May appoint more
	than 15 directors by passing of Special resolution.
Section 149(10)	Re-appointment of Independent Director.
Section 165(2)	Subject to the provisions of sub-section (1), the members of a company may, by
	special resolution, specify any lesser number of companies in which a director of the
	company may act as directors.
Section 180	The Board of Directors of a company shall exercise the following powers only with
	the consent of the company by a special resolution, namely-
	a. to sell, lease or otherwise dispose of the whole or substantially the whole of the
	undertaking of the company or where the company owns more than one
	undertaking, of the whole or substantially the whole of any of such undertakings.
	b. to invest otherwise in trust securities the amount of compensation received by it
	as a result of any merger or amalgamation.
	c. to borrow money, where the money to be borrowed, together with the money
	already borrowed by the company will exceed aggregate of its paid-up share capital
	and free reserves, apart from temporary loans obtained from the company’s bankers
	in the ordinary course of business.
	d. to remit, or give time for the repayment of, any debt due from a director.
Section185	For approving scheme for giving of loan to MD or WTD.
Section 188	To enter into related party transaction with the company if paid up capital of
	company exceed Rs.10/- Crore.
Section 186(3)	Loan& Investment by company exceeding 60% of paid up share capital or 100% of
	free reserve.
Section196	Appointment of a person as Managerial Personnel if, the age of Person is exceeding
	70 year.
Schedule V	Remuneration to Managerial personnel if, profits of company are Inadequate.
Section 248	Power of registrar for removal name of company.
Section 271(1)(b)	Special Resolution for winding up of the company by Tribunal.
Section 304(b)	Special Resolution for winding up of company

2.	In compliance with Section 179(3), the Board of Directors of a company shall exercise the following powers on
	behalf of the company by means of resolutions passed at meetings of the Board, namely these resolutions are also
	necessary to be filed in Form MGT-14.
(i)	To make calls on shareholders in respect of money unpaid on their shares.
(ii)	To authorize buy-back of securities under section 68.
(iii)	To issue securities, including debentures, whether in or outside India;
(iv)	To borrow monies;
(v)	To invest the funds of the company;
(vi)	To grant loans or give guarantee or provide security in respect of loans;
(vii)	To approve financial statement and the Board’s report;
(viii)	To diversify the business of the company;
(ix)	To approve amalgamation, merger or reconstruction;
(x)	Take over a company or acquire a controlling or substantial stake in another company;
(xi)	Any other matter which may be prescribed.

3	Further, in compliance with Rule 8 of Companies (Meetings of Board and its Powers), Rules 2014, the following are
	also required to be filed with the ROC in Form MGT-14.

(i)	To make political contributions.
(ii)	To appoint or remove key managerial personnel (KMP)
(iii)	To take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
(iv)	To appoint internal auditors and secretarial auditor;
(v)	To take note of the disclosure of director’s interest and shareholding;

(vi)	To buy, sell investments held by the company (other than trade investments), constituting 5% or more of the paid
	up share capital and free reserves of the investee company;
(vii)	To invite or accept or renew public deposits and related matters;
(viii)	To review or change the terms and conditions of public deposit;
(ix)	To approve quarterly, half yearly and annual financial statements or financial results as the case may be.

4.	Board Meetings:

Other than Small Company and OPC	Section 173(1) - At least 4 Board Meetings and the
	Maximum gap between any two board meetings shall not be
	more than 120 days.
	No minimum gap requirements.


Small Company and OPC	Section 173(5) - At least 2 Board Meetings in every half of
	the Calendar Year. Gap between any 2 meetings shall not be
	less than 90 days.

5.	General Meetings:

First AGM	First Proviso to Section 96(1) - First AGM shall be held within
	9 months from the date of closing of the first financial year of
	the company.
Subsequent AGM	Section 96(1) - Every Company (except OPC) is required to
	hold an AGM.
	• Maximum Gap between 2 General Meetings can be
	15 months, OR
	6 months from the end of the financial year.
	Whichever is earlier.

6. Statutory Registers to be maintained

S.	FORM	NAME OF REGISTER	RELEVANT SECTION & RULE
No.	NAME
1	MGT-1	Register of Members	Section 88(1)(a) & Rule 3(1) of Companies
			(Management & Administration) Rules, 2014
2	MGT-2	Register of Debenture Holders/ Other	Section 88(1)(b) & (c) and Rule 4 of Companies
		Securities Holders	(Management & Administration) Rules, 2014
3	REGISTER	Register of Directors and Key Managerial	Section 170 & Rule 17 of Companies (Appointment &
		Personnel and Their Shareholding	Qualification of Directors) Rules, 2014
4	SH-2	Register of Renewed and Duplicate Share	Section 46(3) & Rule 6(3)(a) of Companies (Share
		Certificate	Capital & Debenture) Rules, 2014
5	SH-3	Register of Sweat Equity Shares	Section 54 & Rule 8(14) of Companies (Share Capital
			& Debenture) Rules, 2014
6	SH-6	Register of Employee Stock Option	Section 62(1)(b) & Rule 12(10) of Companies (Share
			Capital & Debenture) Rules, 2014
7	SH-10	Register of Shares/Other Securities Bought	Section 68(9) & Rule 17(12) of Companies (Share
			Capital & Debenture) Rules, 2014

8	CHG-7	Register of Charges	Section 85 & Rule 10(1) of Companies (Registration of
			Charges) Rules, 2014
9	MBP-2	Register of Loans, Guarantee, Security	Section 186(9) & Rule 12(1) of Companies (Meetings
		And Acquisition Made By Company	of Board & its Powers) Rules, 2014
10	MBP-3	Register of Investment Not Held In Its Own	Section 187(3) & Rule 14(1) of Companies (Meetings
		Name By The Company	of Board & its Powers) Rules, 2014
11	MBP-4	Register of Contracts With Related Party	Section 189(1) & Rule 16(1) of Companies (Meetings
		And Contracts And Bodies Etc. In Which	of Board & its Powers) Rules, 2014
		Directors Are Interested
12	REGISTER	Register of Transfer of Equity Shares,	Section 56 of Companies Act, 2013
		Preference Shares and Debentures
13	REGISTER	Register of Transmission	Section 56 of Companies Act, 2013
14	REGISTER	Register of Deposits	Section 73 and 74 of Companies Act, 2013 and Rule
			14 of the Companies (Acceptance of Deposits) Rules,
			2014
15	REGISTER	Register of Unpaid Dividend	Section 124 of Companies Act, 2013
16	REGISTER	Register of Beneficial Owners	Section 88(3) of Companies Act, 2013

7. Minutes

Section 118(1) - Minutes of the following are to be prepared:-
(i)	Every General Meeting
(ii)	Every Resolution passed by Postal Ballot
(iii)	Every meeting of Board of Directors and its committees of directors thereof.

Distinct Minute books are to be prepared for the above. The pages in such minute books should be consecutively numbered. The
minutes have to be prepared and signed within 30 days of conclusion of such meeting. Each page of such minute books should
be initialed or signed. Last page of every record shall be dated and signed.

Rule 25(d) -

Signature on Minutes Book

Board Meeting	By the Chairman of the said meeting or Chairman of the succeeding meeting
General Meeting	By the Chairman of the said meeting or in the event of death of the Chairman within 30 days by a director
	duly authorized by the Board
Postal Ballot	By the Chairman of the said meeting or in the event of death of the Chairman within 30 days by a director
	duly authorized by the Board