Various events in which compliance with ROC is required:
- Alteration of memorandum and articles of association of the company.
- Change in composition of the Board of Directors.
- Shifting the registered office of the Company from one place to other.
- Appointment of Managing / whole time Director and payment of remuneration.
- Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
- Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
- Change in Authorised / Paid up Capital of the Company.
- Allotment of new shares / transfer of shares / invitation to subscribe for shares.
- Issue of shares to the Directors / employees of the Company.
- Change in terms of the Loan taken earlier.
- Full payment of the amount of loan taken against the property of the Company.
- Entering into new business / Partnership.
- Maintenance of minutes of general meetings and its attendance.
- Appointment or change of the Statutory Auditors of the Company.
- Investment in share / other securities. Giving Loans to other Companies
- Doing the business with a non resident or a foreign citizen.
- Sale or purchase of the fixed assets of the Company.
- Opening / closing of bank accounts or change in signatories of Bank account.
- Acceptance of deposits from Directors / members of their relatives.
- Subdivision of face value of the shares of the Company
- Amalgamation of the Company with other company.
Every company shall hold at least one meeting of the Board in a period of three months and four meetings in a calendar year. In case of section 25 companies, it is required to hold Board meetings at least once within every six months.
Annual General Meeting (AGM)
every company to hold during every year a annual general meeting of its members irrespective of the company being a public company or a private company. Holding the annual general meeting every year is mandatory by law for every company.
A newly incorporated Company is required to hold its First Annual General Meeting latest of 2 dates being within eighteen months from the date of its incorporation or within nine months from the end of the financial year.
The period between two Annual General Meetings shall not be more than 15 months. Further the company is required to hold its subsequent annual general meeting within six months from the end of the financial year.
The Board of Directors of a Company shall lay before the members at every Annual General meeting the balance sheet and a profit and loss account for that period, which shall relate in the case of the first annual general meeting of the company, to the period beginning with the incorporation of the company and ending with a day which shall not precede the day of the meeting by more than nine months. In the case of any subsequent annual general meeting of the company, to the period beginning with the day immediately after the period for which the account was last submitted and ending with a day which shall not precede the day of the meeting by more than six months
The AGM should be held during the working hours but it can be extended up to the non working hours also.
Extraordinary General Meeting (EGM)
Any General Meeting (shareholders meeting) held between two annual general meetings will be called as an extraordinary general meeting. Business which arises between two annual general meetings and being urgent and cannot be deferred till the next annual general meeting, if the Board thinks fit, can call an extraordinary general meeting. Board of directors of the company shall, on the requisition of not less than 10% of number of members of the company shall call for such a meeting.
At an Extra Ordinary general meeting every business is special business. These are conducted generally to increase the Authorized Capital, Change the Name of the company, Alter Memorandum and Articles of Association etc.
Resolutions are records of formal decisions of Directors or Shareholders and are prefixed by the word “RESOLVED”. Resolutions are 2 types Special Resolution, Ordinary Resolution.
the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution is called Special Resolution.
vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
For example Shifting of Registered office from One state to Another, Alteration of Articles of Association, Increase in Authorized Share Capital and consequently alteration of Articles of Association, To purchase the company’s own shares or Specified securities etc,.
A resolution other than special resolution.
For example To appointment Statutory Auditors to Fix their remuneration, To alter the Share Capital of the Company, To appoint Additional Directors, To appoint Managerial Personnel and Fix their remuneration etc,.
No resolution shall be deemed to have been duly passed by the Board or by committee thereof by circulation, unless resolution the resolution has been circulated in draft, together with necessary papers, if any to all the members of the committee, then in India (not being less in number the quorum fixed for a meting of the Board or committee, as the case may be), and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.
Matters which require sanction at Board Meeting, & not by circulation
Filling a causal vacancy in the Board, Board’s sanction for certain contracts in which particular directors are interested, Disclosure to the Board of director’s interest in a transaction of the company,Dclosure to the Board of a director’s shareholding, Approval of the appointment of a person as managing director or manager in more than one company etc,.
Items which require the approval of shareholders
- Major changes to the core business of the company.
- Changes to the Articles of Association of the company.
- Sale, lease, or otherwise disposal of undertaking(s) of the company.
- Remit, or give time for the repayment of any debt, due by any director.
- Borrowings, where the money to be borrowed, together with the money already borrowed by the company will exceed the aggregate of the paid-up capital of the company and its free reserves.
- Contribution to charitable and other fund’s not directly relating to the business of the company or welfare of its employees of any amount the aggregate of which will any financial year, exceed fifty thousand rupee or five percent of its average net profits during the three financial years. Immediately preceding, which is greater.
- Distribution of dividends/ Bonus shares.
- Share buy- back programs above certain limits.
- Any stock based compensation schemes for board members and employees.