As we have informed to all our readers time to time ,Companies Act 2013 brought many changes ,which are trend changer. Many changes also applicable on Private limited companies as many exemptions allowed to private limited companies earlier have been withdrawn .CS Divesh goyal has compiled most important changes related to Privates limited companies ,which requires your attention .
Before going through action to be taken by private limited companies first check the meaning of Private Limited company.
MEANING OF PRIVATE COMPANY
As per Section 2(68) “Private Company” means a company having a minimum paid-up share capital of ONE LAKH rupees or such higher paid-up share capital as may be prescribed, and which by its articles,—
- (i) Restricts the right to Transfer its Shares;
- (ii) Limits the Number of its Members to 200; and
- (iii) Prohibits any Invitation to the Public to Subscribe for any SECURITIES of the Company;
- Joint holders shall be counted as one.
- (A) Employees holding shares; and
- (B) Person formerly in employment were, who members during such employment and still Continue to be the members shall not be counted in the limit of 200.
After the changes In companies Act-2013 .Private companies have to take few immediate action to comply with the provision of the Companies Act-2013
15 Actions to be taken by Private Limited Companies due to chages in Companies Act -2013
1. Require to Alter Article of Association of Private companies.
- Increase limit of Maximum number of members to 200.
- Remove clause ‘Prohibit any invitation or acceptance of deposit from person other than its Member, director and relatives.
2. Require to Pass Board Resolution to fix Financial Year of Company from April to March, If Financial year is different
3. Get fresh Letterheads, bills and other papers printed in By mention Name, Address of registered office and the Corporate Identity Number (CIN) along with telephone number, fax number, if any, e-mail and website etc.
4. Private Company can’t accept deposits from other then its members and directors.
(If company accepting deposit from director then, the director from whom money is received, furnishes to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others)
5. If company accepted any deposit under previous act:
- Require to file form DPT-4 till
30th June,( 31.08.2014 Date Extended) with the registrar a statement of all the deposit accept by the company, and amount which remain unpaid along with amount of interest.
- Such amount is to be repaid before 31st March, 2015 or on the date when such payment is due whichever is earlier. (If not able to repay then make application to Tribunal, now power delegated to CLB).
- Require to file form DPT-3 till 30th June, with the Registrar, A return of Deposits.
6. Now companies have to create charge on vehicle loan also.
7. Now company if going to allot shares to existing share holders require to issue offer letter and follow the procedure mention in section 62.
8. If company falls in any of the criteria mention in section 135 then CSR committee is to be established and such Committee shall recommend to the Board a CSR policy and the amount of expenditure to be incurred on the activities.
9. Require to give 7 days’ notice to call Board Meeting.
10. If any person is director in more than 20 companies then he have to give resignation from the companies above 20 till 31st march, 2015.
11. Every company must have at least one director who has stayed in India for a minimum period of 182 days during the previous calendar year.
12. Whenever, a person resigns from the Board he shall inform the ROC in form DIR-11.
13. Mention the DIN of Director on every document where signature is done by director.
14. Every director shall at first meeting of Board in which he participates and thereafter every first meeting of board shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP 1.
15. Thus it is necessary for all the companies to obtain declaration in Form MBP 1 from all its directors and has to file the same with MCA in form MGT 14 within 30 days of the first Board Meeting in the financial year
Note :MCA has released a Draft Notification ,under which more exemption may be allowed to private Limited companies.
CS Divesh Goyal