Statutory Registers under Companies Act, 2013

Statutory Registers, as the name suggests, are the registers to be maintained by a company to record certain important data of the company. This could include data like the details of members, Directors, KMP, etc.

As per the Companies Act, 2013, there are certain Statutory Registers that are required to be maintained. Non- compliance of this requirement might lead to attracting hefty penalties to the company as well as the officers involved.

Statutory Registers to be maintained

The Companies Act, 2013 has specified a list of registers that the companies are supposed to maintain. These registers are as under:

  • Register of Members (MGT-1)
  • Register of Debenture Holders or any other security holders (MGT-2)
  • Foreign Register (MGT-3)
  • Register of Directors and KMP
  • Register of renewed or duplicate share certificates (SH-2)
  • Register of Sweat Equity Shares (SH-3)
  • Register of ESOP (SH-6)
  • Register of shares and other securities that have been bought back (SH-10)
  • Register of Charge (CHG-7)
  • Register of loan/ guarantee/ security given or acquisition of securities (MBP-2)
  • Register of investment of the company not held in its name (MBP-3)
  • Register of Contracts and Arrangements in which Directors are interested (MBP-4)
Sr. No. Form Purpose Provision Penalty for failure to maintain the register
1 MGT-1 Register of Members

As per Section 88(1)(a), every company shall maintain a register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India.

The Register of Members along with the Index shall be preserved permanently and shall be kept in the custody of Company Secretary or any other person authorised by the Board.

Company shall be liable to pay a penalty of Rupees Three Lakh and every officer in default shall be liable to pay a penalty of Rupees Fifty Thousand.
2 MGT-2 Register of Debenture Holders or any other security holders

As per Section 88(1)(b), every company issuing or allotting debentures or any other security shall maintain a separate register for this purpose.

The Register of Debenture Holders shall be preserved for a period of 8 years. Such register shall be kept in the custody of the Company Secretary or any other person authorised by the Board.

Company shall be liable to pay a penalty of Rupees Three Lakhs and every officer in default shall be liable to pay a penalty of Rupees Fifty Thousand.
3 MGT-3 Foreign Register

As per Section 88(4) of the Companies Act, 2013, a company which has share capital or  issued debentures or other security may, if authorised by its articles, keep in any country outside India, a part of the register of members or debenture holders or other security holders or of beneficial owners, resident in that country.

The foreign register of members shall be preserved permanently, unless it is discontinued and all entries are transferred to foreign register/ principal register.

The foreign register of debentures or any other security shall be preserved for a period of 8 years from the date of redemption of such debentures or securities.

 
4 Register of Directors and KMP As per Section 170 of the Companies Act, 2013, every company shall keep at its registered office a register containing the particulars of its Directors and KMP.  
5 SH-2 Register of renewed or duplicate share certificates As per Rule 6 (3) (a) of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of every duplicate or renewed share certificate shall be entered in a Register of Renewed or Duplicate Share Certificates.  
6 SH-3 Register of Sweat Equity Shares

As per Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of sweat equity shares shall be maintained in the Register of Sweat Equity Shares.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
7 SH-6 Register of ESOPs

As per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the particulars of options shall be maintained in the Register of Employee Stock Options.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
8 SH-10 Register of shares and other securities that have been bought back

As per Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, a company shall maintain a register of shares or other securities that have been bought back in SH-10.

Such register shall be maintained at the registered office of the company or any other place decided by the Board in the custody of the Company Secretary or any other person authorised by the Board.

 
9 CHG-7 Register of Charge

As per Section 85(1) of the Companies Act, 2013, every company shall maintain a register of charge which shall include all charges, and floating charges indicating in each case such particulars.

Such register shall be maintained at the registered office of the company.

 
10 MBP-2 Register of Loan/ Guarantee/ Security given or acquisition of securities

As per Rule 12 of the Companies (Meeting of Board and its Powers) Rules, 2014. every company giving loan or guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation, maintain a register for this purpose.

 
11 MBP-3 Register of Investments of Company not held in its name As per Rule 14 of the Companies (Meeting of Board and its Powers) Rules, 2014, every company from its incorporation shall maintain a register to record the particulars of investments in shares or other securities beneficially held by the company but not in its name.  
12 MBP-4 Register of Contracts and Arrangements in which Directors are interested As per Rule 16 of the Companies (Meeting of Board and its Powers) Rules, 2014, every company shall maintain a register to record the particulars of. Contracts and Arrangements in which Directors are interested  

Joint Declaration Form: Change details in PF account

Many a time it happens that a withdrawal claim is denied if the Provident Fund account of the applicant does not reflect the correct information. Errors like having a typo in the name on your PF account or an incorrect date of birth seem like a minute error but can lead to a lot of hassle at the time of withdrawal.

It is important that your PF account displays the correct information. If your PF account is reflecting incorrect details, there are two ways to rectify them. Basic details can be rectified from the UAN portal itself, whereas some changes need to be made by filling a joint declaration form.

Updating details through UAN portal

EPFO has made it mandatory to link Aadhaar Card with UAN. Once the UAN is linked to Aadhaar, it is difficult to make any changes to the PF account.

However, some basic changes can still be made directly from the UAN portal even if the Aadhaar Card is verified. These details include change in qualification, marital status, salutation and address.

Here’s how you can change these details on the UAN portal:

  1. Login to your UAN Account
  2. Next, Navigate to “View” and click on “Profile”
  3. Lastly, click o the edit icon against the details you want to change and save the changes made.

Joint Declaration Form

For certain details like name, father’s name, etc., a Joint Declaration form is to be filed since these details are verified against the user’s Aadhaar and are not easily editable.

The details that can be changed/ corrected through a Joint Declaration form are:

  • Name
  • Father/ Husband’s Name
  • PF/ EPS Account No.
  • Date of Birth
  • Joining Date
  • Date of leaving

How to fill a Joint Declaration form

It is mandatory to physically submit the Joint Declaration form to the PF Office with which the establishment is registered.

  1. The Joint Declaration Letter is to be physically submitted to the PF Office with which the establishment is registered. The jurisdiction of the PF office with which your establishment is registered can be viewed on the homepage after logging in to the EPFO Portal.
  2. Mention the name of the employee whose details you want to rectify along with the name of the establishment.
  3. Next, enter the correct details, i.e. the details you want to be reflected on your PF account.
  4. In the next column, mention the details that are erroneous, i.e. the ones you want to correct.
  5. Attach self-attested proofs as may be required to support the correction claim you are making. Example: If you want to change errors in your name, you can attach a self-attested copy of PAN Card or Aadhaar Card.
  6. Lastly, get the form signed by the applicant and authorised signatory for the establishment and submit the form to your PF office.
Joint Declaration Form
Download the joint declaration form here
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Joint Declaration Form
Download the joint declaration form here
Download

EPF Return: Make Provident Fund payment online

Employee’s Provident Fund (EPF) is a scheme introduced by EPFO through which the employees and their employer contribute a part of their salaries towards the PF fund in order to build a corpus for retirement.

In order to contribute towards the EPF Scheme, an establishment first needs to get itself registered on the EPFO Portal which in maintained by Ministry of Labour & Employment, Government of India.

The EPFO Portal allows the establishment to make the PF payment online.

Steps to file monthly PF return online

In order to make the PF payment online through the EPFO Portal, the following procedure is to be followed:

  1. Login to EPFO Portal

    Login to the EPFO portal using the credentials sent on your email Id upon successful sign up with Unified Shram Suvidha Portal.

  2. Download the ECR File

    Navigate to Payment and click on ‘ECR/Return Filing’. Next, click on ‘ECR Upload’, go to ‘Download ECR File’, select the wage month for which you want to file PF return, select the file type as ‘ECR’ and click on ‘ECR File Download’. An ECR file containing the list of employees against their UAN will be downloaded.

  3. Enter wage details

    Fill in the details regarding:
    a) Gross wages: Gross wages are the
    b) EPF wages: Basic Wages + Dearness Allowance
    c) EPS wages: Basic Wages + Dearness Allowance
    d) EDLI wages: Same as EPS wages
    e) EPF Contribution remitted: 12% of EPF wages (or as decided by organization)
    f) EPS Contribution remitted: 8.33% of EPS wages
    g) EPF EPS difference remitted: Difference between (e) and (f)
    h) NCP Days: Non-Contributing Period i.e. Absent days
    i) Refund of Advances

  4. Save as Text Document

    Next, save the excel file as a CSV file. Make sure to delete the first column with the particulars. Now, open the CSV file and remove all the extra commas, if any. Next, replace all the commas (,) between two fields with #~# and save the file as a text document.

  5. Upload the ECR file

    Now, login to the EPFO Portal, got to Payments> ECR Filing> ECR Upload. Select the Wage Month for which you are filing the return and other required details and upload the Text file.

  6. Generate TRRN and make payment

    Next, verify the ECR uploaded and a Temporary Return Reference Number (TRRN) will be generated. Further, click on “Prepare Challan” and fill in the EPF and EDLI charges as applicable. Also, enter the number of employees, excluded number of employees and their salary. Now, click on “Generate Challan”> “Finalize” and make the payment by clicking on “Pay”.

Due date of PF payment and return

PF Payment: The due date for PF Payment, i.e. the date by which employees’ PF shall be deducted is on or before 15th of the next month.

PF Return: The due date of filing PF return on the EPFO portal is on or before the 15th of every month.

Penalty for late filing of return

When there is a delay in filing of PF return, the following interest/ penalty is levied:

  • Interest under Section 7Q: An interest of 12% per annum, for every single day is levied on the employer if there is a delay in filing PF return.
  • Penalties under Section 14B in case there is a delay in making the challan payment:
    • 5% interest per annum for a delay upto 2 months
    • 10% interest per annum for a delay of 2-4 months
    • 15% interest per annum for a delay of 4-6 months
    • 25% interest per annum for a delay of more than 6 months
Can an employee contribute more than 12%?

Yes, an employee can contribute more than 12% towards PF contribution

Can an establishment go for voluntary PF registration?

Yes, an establishment can opt for voluntary PF registration even if they are not employing more than 20 employees.

Secretarial Audit as per Companies Act, 2013

What is Secretarial Audit:

Secretarial Audit is the audit of non-financial aspects of the company. Secretarial Audit covers non-financial aspects of the business impact on the performance of the company and verifies compliances of applicable laws, regulations and guidelines.

Basically, Secretarial Audit is an independent verification of the records, books, papers and documents by a Company Secretary to check the compliance status of the company and also to ensure the compliance of legal and procedural requirements and processes followed by the company.

Objectives:

  • Ensure compliance of various legislations and regulations
  • Helps detect non-compliance and facilitates taking corrective measures to avoid future risks.
  • Assures the stakeholders of the Company that the compliances are being adhered to.
  • To ensure that the companies have an effective compliance management program so they have a lesser chance of receiving penalties.

Applicability:

As per Section 204 (1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit is applicable to the following companies:

  1. Every listed company
  2. Every public company having paid up share capital of Rs. 50 crore or more.
  3. Every public company having a turnover of Rs. 250 crore or more.
  4. Every company having outstanding loans or borrowings from banks or public financial institutions of Rs. 100 crore or more.

These companies shall annex with their Board’s Report , a Secretarial Audit Report in form MR-3.

Note: The paid up share capital, turnover, or outstanding loans or borrowings as the case may be, existing on the last date of latest audited financial statement shall be taken into account.

Appointment of a Secretarial Auditor:

Only a member of the ICSI holding a certificate of practice can conduct Secretarial Audit and furnish the Report.

As per rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, secretarial auditor is required to be appointed by means of a board resolution. Such resolution shall be filed with the Registrar in e-Form MGT-14 within 30 days of passing the resolution.

It is recommended that a Secretarial Auditor be appointed at the beginning of financial year. The Secretarial Auditor can submit quarterly reports to the Board regarding the compliance of various legislations and regulations.

Secretarial Audit Report

The Secretarial Audit Report shall only be prepared by a Practising Company Secretary appointed for this purpose.

Secretarial Audit Report shall be prepared in Form MR. 3 and shall be annex with the Board’s Report of the Company.

Scope of Secretarial Audit

In terms of Form MR-3, the Secretarial auditor needs to examine and report the compliance of the following five specific laws:

  1. The Companies Act, 2013 (the Act) and the rules made thereunder;
  2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
  3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
  4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
  5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
    1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
    2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992/ SEBI (Prohibition of Insider Trading) Regulations, 2015;
    3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
    4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/ SEBI (Share Based Employee Benefits) Regulations, 2014;
    5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
    6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
    7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
    8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
    9. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In addition, the form MR-3, point (vi) also refers to ‘Other laws as may be applicable specifically to the company.’

Moreover, it may be noted that the scope of MR- 3 includes ‘The Securities and Exchange Board of India (Listing obligations and Disclosures requirements) Regulations, 2015’.

Other Areas that need to be checked

Secretarial Auditor needs to examine and report on the compliance with the applicable clauses of the following:

  1. Secretarial Standards issued by The Institute of Company Secretaries of India.
  2. The Listing Agreements entered into by the Company with ….. Stock Exchange(s), if applicable;

Further, Secretarial Audit report also requires reporting on whether –

  • The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors, and Women Director.
  • The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
  • Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
  • Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
  • There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with all applicable laws including general rules like labour laws, competition law, Environmental laws, regulations and guidelines.

Moreover, Secretarial Auditor is required to report and provide details of specific events and actions that occurred during the reporting period having major bearing on the affairs of the company in pursuance of above referred laws/ rules & regulations.

Sample of Form MR.3

Secretarial Audit Report (MR - 3)
Download the template of MR-3
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Secretarial Audit Report (MR - 3)
Download the template of MR-3
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Minutes of First Board Meeting

Minutes of a Board Meeting is a formal written record, in physical or electronic form. In short, board meeting minutes contain a summary of the matters discussed and decisions taken at such meeting. Further, all companies registered in India are required to maintain minutes, except OPC and Section 8 Company,.

The minutes shall be maintained as per the manner prescribed in Section 118 of the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India (ICSI).

Board Meetings

As per section 173(1) of the Companies Act, 2013, every company is required to hold its first Board Meeting within 30 days of incorporation.

Thereafter, a company is required to hold at least 4 Board Meetings in each Financial Year and the gap between two meetings shall not be greater than 120 days.

Agenda Items for first Board Meeting

The following items must be a part of the minutes of the first board meeting:

  1. Elect the Chairperson of the meeting
  2. Grant leave of absence to the Directors who couldn’t attend the meeting
  3. Authorize a person to record the proceeding of Board Meetings.
  4. Authorize a director of Company to certify and circulate certify copy of Board Minutes.
  5. Note the Certificate of Incorporation of the company, issued by the Registrar of Companies
  6. Take note of the Memorandum and Articles of Association of the company, as registered.
  7. To take note of the Registered Office of the company.
  8. To confirm/note the appointment of the first directors of the Company
  9. Disclosure of interest of Board of Directors of the Company as per the provision of Section 184 of the Companies Act, 2013.
  10. Disclosure of disqualification to act as a Director of the Company as per the provision of Section 164 of the Companies Act, 2013.
  11. Fix the Financial Year of the Company.
  12. Appoint first auditor of the Company.
  13. Take note of subscribers to Memorandum
  14. Authorize the issue of Share Certificates to the Subscribers of Memorandum.
  15. Authorize the directors to file forms with MCA
  16. Approve Preliminary Expenses and preliminary contracts
  17. Authorize a Director to Maintain Books And Registers of the company at registered office.
  18. Any other Items with the Permission of the Chair

Hence, it must be made sure that the above-mentioned agendas are taken in to account in the first board meeting.

Sample Minutes of first Board Meeting

Sample Minutes of first Board Meeting
Download the template to the minutes of first board meeting
Download
Sample Minutes of first Board Meeting
Download the template to the minutes of first board meeting
Download

ROC Compliances for F.Y. 2020-21: Private Limited Companies

In order to run a company, there are certain RoC compliances laid down by the Ministry of Corporate Affairs (MCA) that a company must take care of each year. Failing to comply with these regulations often leads to paying a hefty amount of penalty or late fees.

Hence, in order to avoid such a scenario, it is advisable that companies make sure that these basic provisions are complied with. It must be noted that the due dates mentioned in this article are subject to any extensions/ exemptions as may be made by MCA.

RoC Compliances

Sr. No Particulars e-Form Due Date
1 Return of deposits regarding outstanding receipt of loan or money other than deposits. DPT-3 30.06.2021
2 Any person who has been allotted DIN on or before 31st March, need to file this form to update their details DIR-3 KYC 30.09.2021
3 Return for half year ended 31st March regarding outstanding payments to Micro or Small Enterprises for a period exceeding 45 days MSME-1 31.07.2021*
4 Return for half year ended 30th September regarding outstanding payments to Micro or Small Enterprises for a period exceeding 45 days MSME-1 29.10.2021
5 Notice of appointment of auditor to be given within 15 days of such appointment in AGM ADT-1** 14.10.2021
6 Filing financial statement and other documents with the Registrar AOC-4 29.10.2021
7 Annual Return MGT-7 28.11.2021

*The due date of filing MSME-1 is 30th April, however, MCA vide circular number 06/2021 and 07/2021 dated May 03, 2021, has given a relaxation due to COVID-19, allowing stakeholders to file various forms due for filing during 01/4/2021 to 31/05/2021 under the Companies Act, 2013/LLP Act, 2008 by 31st July, 2021 without payment of additional fees.

**In case the auditor has been appointed in Board Meeting, ADT-1 must be filed within 15 days from the date pf appointment as decided in the Board Meeting.

Other Compliances

Sr No Particulars Companies Act, 2013 Provision
1 Board Meeting Section 173 (1) At least 4 Board Meetings must be held in a financial year in such a way that the gap between two Board Meetings does not exceed 120 days
2 MBP-1 Section 184 (1) and Rule 9 (1) of Meetings of Board and its Powers, 2014 Every Director of the company shall submit a disclosure in MBP-1 in the first Board Meeting he/ she participates in
3 DIR-8 Section 164 (2) and Rule 14 (1) of Appointment and Qualification of Directors, 2014 Every person appointed/ re-appointed as a Director shall submit disclosure of their non-disqualification in form DIR-8 at the time of such appointment/ re-appointment
4 Annual General Meeting Section 96 Every Company other than OPC shall hold an AGM within 6 months of completion of the financial year.
Eg.: If the year ends on 31st March, 2021, the AGM must be held on or before 30.09.2021
5 Statutory Registers   Every Company shall maintain a register of :
– Members
– Share Transfer and Share Transmission
– Charge
– Directors And KMPs
– Directors And KMPs’ shareholding
– Deposits
– Loans/Guarantee
– Contracts or Arrangements in which Directors are interested
What is the due date of AOC-4 for 2020-21?

Due date for AOC-4 is within 30 days of holding AGM. If AGM is held on 30.09.2021, AOC-4 shall be filed on 29.10.2021

What is the due date of MGT-7 for 2020-21?

Due date for MGT-7 is within 60 days of holding AGM. If AGM is held on 30.09.2021, MGT-7 shall be filed on 28.11.2021

When to file MBP-1?

A director must submit disclosure of interest in form MBP-1 in the first Board Meeting that he/she participates in.

How to generate UAN Number

Universal Account Number (UAN) is a unique number allotted by the Ministry of Labour and Employment, Government of India to the employees registered for Provident Fund. With Universal Account Number, the employee can access claims, claims status, PF balance, upload KYC, file for e-Nomination, etc. UAN number can be generated online through the EPFO Portal.

UAN can be generated by both, employer or employee.

Generate UAN through Employer

In order to generate UAN number of employees, first, the establishment/ employer will have to register itself with Employees Provident Fund Organisation (EPFO), India. In case the establishment/ employer is not registered with EPFO, they can register for provident fund online through the Unified Shram Suvidha Portal which is the official portal of the Ministry of Labour and Employment. 

Once the establishment is registered, following steps need to be followed to add members to EPF:

  1. Login to EPFO Portal

    Login to the EPFO portal using the credentials sent on your email Id upon successful sign up with Unified Shram Suvidha Portal.

  2. Register Individual

    Next, navigate to ‘Member’ and click on ‘Register Individual’ to add employees to your establishment.

  3. Enter Member Details

    Then, enter employee details like
    a. Name (as per Aadhaar Card)
    b. Date of Birth
    c. Gender
    d. Father/ Husband’s Name
    e. Relation to the name entered above
    f. Marital Status
    g. Nationality
    h. Mobile
    i. Email Id
    j. Qualification
    k. Date of Joining
    l. Monthly EPF wages as on Joining

    Then, enter the KYC details. It is mandatory to add Aadhaar details.

    After entering all the necessary details, click on ‘Save’.

    Note: If the employee already has a UAN, you may select the appropriate option.

  4. Approval

    Thereafter, you will be required to approve the same.

    In order to approve, navigate to ‘Member’ and click on ‘Approvals’.

    The member details you saved will be displayed here. Click on ‘Approve’ to add the member to the establishment. Upon approving, the employee will be added to the Establishment.

  5. Check UAN

    Finally, once you have approved the member, navigate to ‘Dashboard’ and click on ‘ Active Members’. Next, click on ‘Search’ and the page will display all the active members and their UAN.

Generating UAN through Employees

In case the employer has not allotted the UAN, employees can generate UAN number themselves by following these steps:

  1. Firstly, go to the UAN member page and click on ‘Direct UAN Allotment by Employees’ on the bottom right corner.
  2. Then, enter your Mobile Number linked with Aadhaar Card and enter the OTP received.
  3. Finally, the portal will auto-populate the fields based on your Aadhaar Card and your UAN will be generated. You will also receive an SMS with your UAN.

Board Meeting Minutes: A Guide

Board Meeting

The Board Meeting is a formal meeting of the top executives or directors of the company called to debate certain issues and problems and to make decisions. The meetings are to be held at definite times, at definite places.

Board Meetings require more planning and detailed preparation than the usual corporate events as such meetings are attended by the top corporate executives and leaders of the company. It must be distinguished from a general meeting, which is a meeting of the members (shareholders) of a company.

Number or Board Meetings

As per Section 173 (1) of the Companies Act, 2013, a newly incorporated Company must hold its first Board Meeting within a period of 30 days from incorporation.

Thereafter, a company is required to hold at least 4 Board Meetings in each financial year and ensure that the gap between two meetings does not exceed 120 days.

The quorum should be one-third of the directors or two directors, whichever is higher. Moreover, the participation of the directors by video conferencing or by other audio/visual means shall also be counted for the purposes of quorum.

Notice for Board Meeting

As per Companies Act Section 173 (4) a notice of at least seven days must be given in writing to every director at his/ her address registered with the company. Such notice shall be sent by hand delivery or by post or by electronic means.

A meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting. In case of absence of independent directors from such a meeting, decisions taken at the meeting shall be circulated to all the directors and shall be final only on ratification by at least one independent director if any.

Board Meeting Minutes

Minutes of a Board Meeting is a formal written record, in physical or electronic form. In short, board meeting minutes contain a summary of the matters discussed and decisions taken at such meeting. All companies registered in India, except OPC and Section 8 Company, are required to maintain minutes,

The minutes shall be maintained as per the manner prescribed in Section 118 of the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India (ICSI)

Minutes Book

Maintain a separate minutes book for each type of meeting. For instance, minutes book of Board Meetings, minutes book of General Meetings, etc.

Preserve the minutes permanently in the custody of the company secretary or any director duly authorized by the Board.

Board Meeting can be kept at the registered office or any other place as the Board may decide.

Content of the Minutes of Board Meeting

General Content

The Minutes shall contain:

  • Name of the company, serial number and type of meeting, date, day, venue and time of commencement of the meeting
  • Names of Directors present, whether physically or electronically, Company Secretary and invitees if any. In case the director is participating electronically, the location of such director
  • Record of the election of Chairman
  • Quorum of the meeting

Specific Content:

  • It shall contain a record of all appointments made at the meeting
  • Directors who sought and were granted leave of absence
  • Noting of the previous meeting minutes
  • Noting of the minutes of committee meetings, if any
  • Resolutions passed by way of circulation, if any, including dissent or abstention
  • The fact that an interested director did not participate or vote in the matter he/she was interested in
  • The views of the Directors particularly the Independent Director, if specifically insisted upon by such Directors
  • If any Director has not participated in any Agenda items
  • The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting
  • Ratification by Independent Director or a majority of Directors, in case of Meetings held at a shorter Notice
  • Consideration of any other item than those included in Agenda
  • The time of commencement and conclusion of the Meeting

Recording of Minutes Board Meeting

  • Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
  • Write minutes in clear, concise and plain language
  • Give a reference to any modified or superseded resolutions or decisions.
  • Minutes of the preceding meeting shall be noted at the Board Meeting held immediately following the date of entry of such Minutes in the Minutes Book

Finalization of Minutes of Board Meeting

Circulate the draft within 15 days of the conclusion of the meeting for comments of the Directors.

Minutes can be circulated by hand, speed post, registered post, courier, e-mail, or by any other recognised electronic form.

Entry in Minutes Book

  • Enter the minutes in the Minutes Book within 30 days from the conclusion of a meeting.
  • A Company Secretary or a person authorised by the Board shall enter the date of minutes.
  • Minutes shall not be altered except with the express approval of the Board.

Signing of Minutes of Board Meeting

The Chairman of the meeting or of the succeeding meeting shall initial each page of minutes book and sign and date the last page.

Moreover, the Chairman shall initial each page and sign and append date and place on the last page of the minutes.

Within 15 days of signing, minutes shall be circulated to all the Directors.

Points to remember

  • Consecutively number the pages of the Minutes Books shall.
  • Moreover, minutes shall not be pasted or attached to the Minutes Book or tampered with.
  • Minutes shall be written in third person and past tense. Whereas, the resolutions shall be written in the present tense.

Examples

Some items for which a Board Meeting is required to be held are:

What are the prerequisites for the board meeting?

The following are the prerequisites for a Board Meeting:
– The notice of the meeting shall provide all the necessary details of the meeting. Including the option available through video conferencing mode and other details that enable the directors to participate through video conferencing.
– If a director wishes to participate via video conferencing, then he/she should inform before-hand to the Chairperson or the Company Secretary of the company. This is done so that the company can make suitable arrangements for the same.

What is the frequency of the Board Meeting?

First board meeting: Every company is required to conduct its first board meeting within 30 days of incorporation
Subsequent board meetings: After this, the company is required to conduct at least 4 board meetings within 1 year. The time period between each meeting should not be less than 120 days.

What is the quorum of the Board Meeting?

1. In case the meeting is not held due to quorum (minimum number of members), then the meeting shall be held on the same date, same time, same place next week (not being a national holiday).
2. But if the number of directors is below quorum, then the remaining directors may hold the meeting for purposes given below:
a. To call a general meeting
b. To increase the number of directors
c. Or if the interested director exceeds or equals to 2/3rd of the remaining directors, then at least 2 should be the quorum

PF and ESI registration for employers: Guide

The Ministry of Labour & Employment, Government of India, has come up with a common PF and ESI registration. Employers can make the registration online through the Unified Shram Suvidha Portal.

PF-ESI Registration Process

  1. Sign up on the Shram Suvidha Portal

    Firstly, sign-up on the Unified Shram Suvidha Portal and a verification link will be sent to your email-id. After verifying, you will be re-directed to a new page for creating your User Id and Password. 
    (Note: Username and Password are case sensitive)

  2. Login to your account

    Next, login to your account by using the credentials used for signing up.

  3. Navigate to “Register for EPFO-ESIC”

    After logging in, go to “Register for EPFO-ESIC” and click on “Apply for New Registration”

  4. List of Acts

    Next, you will be shown the following List of Acts:

    a. Employees’ State Insurance Act, 1948
    b. Employees’ Provident Fund and Miscellaneous Provision Act, 1952

    Select the Act for which you are seeking registration. Select the Act applicable to you. If only one of the Acts are applicable, choose that Act.

  5. Establishment Details

    Further, enter your:

    a. Establishment Name as per PAN
    b. Address of Establishment
    c. Establishment Setup Details
    d. Factory License Details, if any
    e. Start-Up registration number, if any
    f. MSME registration number, if any
    g. Lastly, enter ownership details

    Save draft and click on “Next”.

  6. eContacts

    Next, enter the email address and mobile number of the authorised person.

  7. Contact Persons

    Next, you are required to enter:

    a. Primary Manager details (if any)
    b. Primary Owner details

    Similarly, you can add more owners.

  8. Identifiers

    Now, select any identifier from the dropdown list and fill in the details

    For instance, if you select “Goods and Service Tax Identification”-

    a. Enter GSTIN in “Identifier Value”
    b. Further, enter the name as on the GST Registration Certificate in “Name of Identifier”
    c. Thereafter, enter the date on which the GST Registration Certificate was issued in “Date of Issue”,
    d. Next, enter the name of the issuing authority in “Issued by (Authority) ”, which in case of GSTIN would be Goods and Service Tax Department
    e. Lastly, enter the place where the document was issued in “Issued at (Place)”

  9. Employment Details

    Further, you are required to enter:

    a. Employee details covered under EPF Act (Note, these details are only required for EPFO registration)
    b. Total number of employees employed for wages directly and through immediate employers on the date of application (Note, these details are only required for EPFO registration)
    c. Other common details

  10. Branch/ Division

    After that, enter branch/ division details, if any.

  11. Activities

    Further, select the primary business activity, nature and category of work from the dropdown.

  12. Attachments

    Lastly, upload the documents from the dropdown for proof of address, date of setup proof, license proof.

    Also, upload the specimen signature (Sample format is available on the website).

    Finally, upon filling all the necessary details, you will be required to attach DSC and submit the form. Then, an email will be sent on the registered email address. Moreover, you will also receive the login id and password using which you can login to EPFO and ESIC.

FAQs

Can I register only for EPFO or ESIC?

Yes, you can register either for both or any one of them. Select the Act applicable to you from the options provided before starting registration process.

Do I have to submit any physical documents?


All documents are to be uploaded online, no physical documents are required to be provided.