Difference between Memorandum of Association and Articles of Association
MoA is the charter defining scope, objects and powers; AoA is the rulebook governing internal management. MoA prevails on conflict.
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What are the consequences of non-filing of annual returns (MGT-7) and financial statements (AOC-4)?
Additional fees, prosecution of directors under §92(5)/§137(3), disqualification of directors under §164(2), and possible strike-off by ROC.
Board's Report — mandatory contents under Section 134(3)
Discloses extract of annual return, declarations, RPTs, loans/investments, conservation of energy, CSR, ID declarations, internal-financial-controls and material changes.
Incorporation of a public limited company under the Companies Act, 2013
Apply on SPICe+ Part A for name reservation, then file SPICe+ Part B with eMoA/eAoA, AGILE-PRO, INC-9 and DSCs of subscribers and first directors.
Duties of directors under Section 166 of the Companies Act, 2013
Act in good faith, exercise independent judgment, exercise due care, avoid conflicts of interest and undue gain, and act to promote company objects.
Procedure for conducting a Board Meeting under SS-1
Issue 7-day notice with agenda, ensure quorum (1/3 or 2, whichever higher), record minutes within 30 days, file resolutions in MGT-14 where required.