Management of Company

Once a company is registered it is required to follow various formalities as per the Companies Act, 1956, such as getting its accounts audited, holding Board Meetings & Annual General Meetings, Filing of Annual Returns & various other documents with the Registrar of Companies.

Statutory and Management Committees

A Company is formed with two sets of committees. The first is the General body, which comprises all the members/ shareholders of the company. The second one is the Board of Director, which is elected out of the general member. The General Members are normally permanent in nature subject to disqualification condition as may be provided in the articles of association of the company. The company’s Board of Director are elected for a period of 1 to 3 years in the Annual General Meeting of the members of company.

Management and Administration

The relevant provisions in relation to management and administration of a company are prescribed in Part VI of the Companies Act 1956. Theses provisions are related to :

1. Registered office and register of members

2. Filing of Annual returns

3. Meeting and proceedings of company

4. Provisions related to appointment, disqualifications, meetings, powers and restrictions thereon of Directors.

5. Accounts and audit of company

However, companies registered under section 25 of the companies act, 1956 enjoy a lot of exemptions in procedures and formalities. These are as follows:

 
TABLE
Exemptions available to Companies Registered u/s 25
of the Companies Act, 1956
Sl. No.
Notification no. and date
Provisions dispensed with
Provisions from which exemption has been granted
Section
Nature of Provisions
1
2
3
4
5
1
Sec. 263A inserted by Act No. 65 of 1960 (28.12.60)
Provision relating to putting a resolution to vote (Provisions int he Articles of such company if any for election of Directors by ballots shall prevail
177
Voting to be by show of hands at first instance
2
Sec. 263A inserted by Act No. 65 of 1960 (28.12.60)
Provision in articles of association relating to electing the Directors by ballots at AGM shall prevail
255, 256 & 263
Manner of appointment of Directors
3
SO-1578 GI dated 8.7.61
Whole Provisions of Sec. 147 regarding publicatoin of name and address by a company
147
Publication of name of company
4
-do-
Whole Provisions relating to filing with the Registrar a return stating names of members and other details
160(i)(aa)
Annual Return to accompany details
5
-do-
Whole provisions relating to holding of AGM during business hours and on a day which is not a public holiday. (The time & place of AGM may be predetermined by Board of Directors subject to direction of the Company in its general meeting).
166(2)
AGM to be called during business hours and on a day which is not a public holiday
6.
SO-1578 GI dated 8.7.1961
Provision relating to 21 days clear notice for calling a general meeting. (Only fourteen days notice may be given for calling AGM)
171(1)
Length of notice for calling meeting
7.
-do-
Provision relating to retention of books of accounts (Books of accounts relating to a period of not less than four years need only be preserved)
209(4A)
Retention of books of account for a period not less than eight years.
8.
-do-
Whole provisions relating to leaving a notice signifying candidature for office of Directors
257
Right of persons to stand for Directorship
9.
-do-
Consent for directorship is not required to be filed with the company
264(1)
Consent of candidate for directorship to be filed with the company and consent to act as a director to be filed with Registrar
10.
-do-
Provision relating to holding of meeting of Board of Directors provided at least one meeting should be held within every six calendar months
285
Meeting of Board of Directors should be held once in every three calendar months
11.
-do-
Provision relating to holding of meeting of Board of Directors (Quorum at a meeting of Board shall be eight members of 1/4 of its total strength subject to minimum of two)
287
Quorum of meetings
12.
-do-
Interest to be disclosed in the specified manner only in respect of contracts to which Sec. 297(1&3) is applicable
299
Disclosure of interests by Directors etc.
13.
S)-1578 GI dated 8.7.1961
Register of contracts to which Sec. 297(1&3) is applicable only need by maintained
301
Maintenance of Register of contracts, companies and firms in which Directors are interested
14.
-do-
Provision relating to sending an abstract of terms of contract or variations of contract(Such information need not be sent)
302(2)
Abstarct of terms of contract or variations of contract for appointment of Managing Director and interest of any Director therin to be sent to the members
15.
SO-2767 dated 5.8.1964
Provisions relating to recording minutes. If the articles provide for confirmation of minutes by circulation, minutes may be recorded within 30 days of conclusion of every meeting
193
Minutes of proceeding of general meeting of Board and other meetings
16.
-do-
Provisions relating to obtaining Govt. approval for increasing number of Directors (Govt. approval not required).
259
Increase in number of Directors to require Govt.sanction
17.
-do-

Provisions relating to exercising/deciding of followingpowers at a Board Meeting
(a) to borrow money otherwise than on debentures
(b) to invest the funds of the company
(c) to make loans
(These powers may be exercised by circulation instead of at a meeting)

292
Certain powers to be exercised by Board only at a meeting
18.
GSR No. 73 dated 30.12.1965
Copies of balance sheet and auditors report should be sent not less than fourteen days before the date of general meeting
219(1)
Right of members to copies of balance sheet and auditor report
19.
SO-35E dated 9.2.1976
Provision relating to appointment of a Secretary (Person appointed to perform the duties of Secretary need not possess prescribed qualification)
2(45)
Secretary of a company to have prescribed qualification.