Two of the least glamorous but most legally critical aspects of running a company in India are maintaining proper board resolutions and statutory registers. These documents are the official record of your company's decisions and ownership history — inspected during due diligence for fundraising, loan approvals, and acquisitions. Poorly maintained registers and missing minutes can derail a funding round or lead to ROC penalties. This guide covers everything a Private Limited Company needs to know.
💡 Is your company's secretarial compliance up to date? Our CA team maintains statutory registers, prepares board and general meeting minutes, and handles all secretarial compliance — for companies in Banda, NCR, UP, and across India. Send an Enquiry →
1. Types of Resolutions — Ordinary, Special & Board
| Type | Passed By | Majority Required | Common Uses |
|---|---|---|---|
| Board Resolution | Board of Directors (at Board Meeting or by circulation) | Simple majority of directors | Day-to-day decisions: opening bank accounts, appointing staff, authorising contracts, director appointments |
| Ordinary Resolution | Shareholders at General Meeting | >50% of votes cast | Director removal, auditor appointment, increase in authorised capital, final dividends |
| Special Resolution | Shareholders at General Meeting | >75% of votes cast | Change of name, alteration of MOA/AOA, voluntary winding up, ESOP scheme, related party transactions above threshold |
Resolutions passed by circulation (without a physical meeting) are valid for Board Resolutions only — not for matters requiring shareholder approval at a General Meeting.
2. Minutes of Board and General Meetings
Every company must maintain minutes of all Board Meetings and General Meetings in a Minutes Book. Key requirements:
- Minutes must be prepared within 30 days of the meeting
- Must contain: date, time, venue, names of directors/members present, resolutions passed, votes for/against, and dissenting opinions
- Minutes of Board Meetings signed by Chairman of the same meeting or next meeting
- Minutes of General Meetings signed by Chairman of same meeting or next meeting
- Minutes Books are admissible as evidence in courts — they must be accurate and complete
- Physical Minutes Books must be kept at the registered office of the company
- Companies Act allows electronic Minutes Books — but must comply with Rule 25 of Companies (Management & Administration) Rules 2014
Common mistakes: No quorum recorded, resolutions not worded precisely, minutes not signed/dated, attachment of documents not mentioned in minutes — all of which create compliance risks during due diligence.
Investors and banks inspect your Minutes Books during due diligence. Poorly maintained minutes — or missing resolutions for major decisions — can delay or kill a funding round. Get your secretarial records in order today.
Secretarial Compliance Help →3. Mandatory Statutory Registers Under Companies Act
| Register | Form | What It Contains |
|---|---|---|
| Register of Members | MGT-1 | All shareholders — name, address, shares held, date of acquisition |
| Register of Debenture Holders | MGT-2 | Debenture holders — if any debentures issued |
| Register of Directors & KMP | MBP-4 format | All directors and Key Managerial Personnel — details of appointments and resignations |
| Register of Loans / Guarantees / Investments | MBP-2 | All inter-corporate loans, guarantees, and investments made by company |
| Register of Contracts with Related Parties | MBP-4 | All related party transactions where director is interested |
| Register of Charges | CHG-7 | All charges created on company assets — mortgages, hypothecation |
| Register of Share Transfers | SH-6 | All transfers of shares — transferor/transferee details |
All registers must be kept at the Registered Office and be available for inspection by shareholders and creditors. Most registers are updated within 7 days of the relevant event.
4. Inspection Rights and Penalties
- Shareholders' right: Every member has the right to inspect statutory registers at the registered office during business hours — free of charge
- ROC inspection: ROC officers can inspect company records at any time during business hours
- Penalty for non-maintenance: Fine of ₹50,000 to ₹3 lakh on the company + ₹50,000 to ₹1 lakh on officers in default per register not maintained
- Annual Return reflects registers: MGT-7 (Annual Return) draws data from statutory registers — discrepancies raise red flags with ROC
5. Secretarial Compliance Calendar for Private Companies
- Every Board Meeting: Agenda, notice (7 days before), attendance, minutes within 30 days
- Minimum 4 Board Meetings per year: Gap between two meetings not more than 120 days
- Annual General Meeting (AGM): Within 6 months of financial year end (September 30)
- Annual Return (MGT-7A): Within 60 days of AGM
- Financial Statements (AOC-4): Within 30 days of AGM
- Director KYC (DIR-3 KYC): Every year by September 30
- Statutory Registers: Updated within 7 days of each event
Secretarial Compliance & Statutory Registers — Banda, UP, NCR & Pan-India
Board meeting notices, agendas, minutes, statutory register maintenance, annual compliance calendar — our CA team provides complete secretarial and ROC compliance support for Private Limited Companies, LLPs, and OPCs. Serving companies in Banda, Ghaziabad, Meerut, Noida, Delhi, and across India.
Send an Enquiry →Disclaimer: This article is for general informational purposes only and does not constitute professional legal, tax, or financial advice. Laws and rules are subject to change. For advice specific to your situation, please consult a qualified Chartered Accountant.