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Board meetings are critical for the governance of a company. They are a platform for discussion and decision-making by the company’s board of directors. To ensure these meetings are conducted and documented effectively, one must adhere to the provisions of the Companies Act, 2013, and the Secretarial Standards set by the Institute of Company Secretaries of India (ICSI). Here’s how to do it step by step.

Step 1: Convene the Meeting

Issuing Notice:

• Draft a notice of the meeting according to Secretarial Standard-1 (SS-1).
• Include the meeting agenda, date, time, and location.
• Send the notice at least 7 days before the meeting to all directors, by hand, post, or electronic means.

Agenda:

• The agenda should be clear and comprehensive. Every item for discussion should be stated, including items specifically required by law.

Additional Documentation:

• Provide any necessary notes or supporting documents to the directors along with the notice.

Step 2: Ensure Quorum

Quorum Requirements:

• Quorum should be present throughout the meeting. As per the Companies Act 2013, the minimum quorum is 1/3rd of the total strength of the board or 2 directors, whichever is higher.

Leave of Absence:

• If a director cannot attend, they should notify in advance, and the board may grant a leave of absence if deemed fit.

Step 3: Conducting the Meeting

Chairing the Meeting:

• The Chairperson, as per the Articles of Association, presides over the meeting.
• In absence of the Chairperson, the directors present may elect one amongst themselves to chair the meeting.

Discussion:

• Follow the agenda strictly for discussions.
• Encourage open discussion and note any dissenting opinions.

Voting:

• Decisions are generally taken by a majority of votes. Each director has one vote. In case of a tie, the Chairperson has a casting vote.

Step 4: Documenting the Meeting (Minutes)

Recording Minutes:

• As per Secretarial Standard-1 (SS-1), minutes should contain a fair and correct summary of the proceedings of the meeting.
• They should be entered in the minutes book within 30 days of the meeting.

Contents of Minutes:

• Include details like the date, time, place of the meeting, list of attendees, issues discussed, decisions taken, and the final resolutions passed.

Signing of Minutes:

• The minutes should be signed by the Chairperson of the meeting or the Chairperson of the next meeting.
• Once signed, the minutes are conclusive evidence of the proceedings.

Distribution:

• Copies of the signed minutes should be circulated to all directors within 15 days after these are signed.

Step 5: Compliance and Filing

Filing Resolutions with Registrar:

• Certain resolutions need to be filed with the Registrar of Companies within 30 days of the meeting.
• File using the prescribed forms and ensure that all statutory registers are updated accordingly.

Maintain Statutory Records:

• Safeguard the minutes and ensure they are accessible for inspections as required by law.

Step 6: Disclosure and Dissemination

Disclosure to Shareholders:

• Share relevant excerpts of the minutes with shareholders if required by law or demanded by shareholders’ agreements.

Website Publication:

• If applicable, publish the proceedings of the meeting on the company’s website as per the regulatory requirements.

By following these six steps, you can ensure that your company’s board meetings are not only effectively conducted but also meticulously documented in compliance with the Companies Act, 2013, and the Secretarial Standards issued by the ICSI.

How to cancel GST registration?

Cancellation of registration under GST Why & How?

How can I file for the cancellation of GST registration?

How to Surrender your GSTIN

How to cancel GST registration?

GST registration can be canceled by the registered person or by the GST officer, or by the registered person’s legal heirs in case of death of the person under GST. GST registration cancellation means that the person will not be registered under GST anymore, and he will not have to pay or collect GST.

GST registration can be canceled by a GST officer or voluntarily by the person registered under GST. The taxpayer will not pay GST anymore if he cancels the GST registration.

If an individual is still carrying out business after surrendering the GST registration, it will be an offense under GST, and heavy penalties are applicable. There will be no requirement to furnish any GST return.

Who can cancel the GST registration?

A GST registration can be canceled by an officer, if:

• The registered person under GST does not conduct any business from the declared place of business or
• Issues invoice or bill without supply of goods or services violating the GST ACT or GST rules.
• If the person having GST registration has not filed GST returns for 6 months

Before the cancellation of registration, the Officer would issue a notice to the taxpayer whose GST registration is liable to be canceled, requiring show cause within 7 working days from the date of service of such notice.

The registered person can reply to the show cause notice within the prescribed time, or the GST registration can stand canceled.

Voluntary cancellation by the registered person

GST registration cancellation can be initiated by the person registered under GST under Section 29 of the CGST Act under the following circumstances:

• Discontinuance or closure of a business
• Transfer of business, amalgamation, merger, de-merger, lease, or other pertinent reasons.
• Change in the constitution of business, which results in a change of PAN.
• Turnover reduces below the threshold limit of GST registration.
• Death of the sole proprietor
• Any other reason, the likes of which must be proved in the application.

Forms to be filed before GST registration cancellation

The taxpayer for canceling GST registration must apply through FORM GST REG 16. The legal heirs of the deceased taxpayers will also follow the same procedure as follows:

Application for cancellation should be made in FORM GST REG 16.

The following details must be included in FORM GST REG 16

How to apply for GST cancellation?

Before applying for GST registration cancellation, the taxpayer is required to file all the GST returns. If non-compliance concerning GSTR-3B return or GSTR-1 or GST annual return, the overdue must be filed before initiating the GST cancellation process.

The application for GST cancellation should be made in Form GST REG-16 on the common GST portal. In the GST cancellation application, the following information must be provided.

• Contact address, which includes the mobile number and e-mail address. Reason for cancellation.
• The desired date of cancellation.
• Particulars of the value and the tax payable on the stock of inputs, the inputs available in semi-finished goods, inputs available in finished goods, the stock of capital goods/plant and machinery.
• Particulars of registration of the entity wherein the existing unit has been merged, amalgamated, or transferred.
• Particulars of the latest GST return filed by the taxpayer along with the ARN of the particular return.

Final GST payment

Before applying for GST cancellation, the applicant must pay all the overdue GST liability. In addition to this, the input tax contained in the stock of inputs, semi-finished goods, finished goods, and capital goods or the output tax liability of such goods, whichever is higher, must be remitted by the taxpayer.

The input tax credit on the existing stock must be paid back, as the taxpayer will not be eligible to claim ITC on cancellation of GST registration.

The final GST payment can be made through GST electronic credit or cash ledger. The final payment can also be made during the submission of the filing of the final GSTR-10 return.

Grounds of non-acceptance of cancellation application

Why does the GST registration cancellation application get rejected?

After submitting the GST cancellation application, the application can be approved, and the registration would stand canceled on the date mentioned in the order.

In some instances, the concerned Officer may decide to reject the application if :

• The submitted application is incomplete.
• In the transfer, merger, or amalgamation of business, the new entity has not registered with the tax authority before applying.
• In such circumstances, the concerned Officer provides an intimation in writing to the applicant regarding the discrepancy’s nature.
• The applicant is required to respond to the same within seven days of the date of receipt of the letter. If the applicant fails to do the same, he may reject the application after providing him/her with an opportunity to be heard.

Recruiting Agent as an Entity

Recruiting Agent(RA) is an entity offering to provide, employment in any country or place outside India on behalf of the Employer. It is required that prospective applicants get themselves registered with the Overseas Employment Division of MEA. Once registration is approved by MEA the applicants are eligible to offer employment to Indian citizens through eMigrate.

To get registered as RA the applicants need to fill ‘Recruiting Agent Registration Form’. This form capture applicant’s basic details with respect to Administrative Details, Registrars of Companies(ROC) details, office details, Address of Jurisdiction Police Office, Financial details, Company turnover over the last five years.

The applicant is required to upload the following documents :

Mandatory document for all applicants (Proprietorship, Partnership, Company)

Common to all :

Attestation Mandatory (from central or state Government gazetted officer) :

1. Photograph of the Managing Director(MD)/Managing Partner(MP)/Proprietor.
2. Copy of PAN Card of Agency/Proprietor, MD/MP/Directors/Partners.
3. Copy of the Education Certificate of MD/ Mg. Part/Proprietor.
4. Copy of the Education Certificate of MD/ Mg. Part/Proprietor.
5. Copy of RC under Shop and Establishment Act.

Attestation Optional :

1. Assets and liabilities Statement of MD/MP/Propriet or for last 3 years assessed by certified CA with membership number and address.
2. Specimen signature of MD/Mg. Part/Proprietor duly attested by a Gazette officer.
3. Blue Print of the layout plan of the office Duly signed and stamped by the government approved architect with registration and membership number.
4. Valuation Report of Assets in office premise by a registered Valuer with registration number and membership number.
5. Copy of Latest Land line Telephone Bill in the name of Agency.
6. Trade Testing Certificate along with Photograph.
7. Duly Notarized Affidavit that agency has not been involved in any recruitment business before.

In case of company :

1. Resolution (Acknowledged by ROC) passed to authorize one of the director to act as MD and to sign papers on behalf of the company.
2. A copy of Memorandum of Association.
3. A Copy of Articles of Association.
4. A copy of the Certificate of registering the company.

In case of Partnership :

1. Attested Copy of Partnership Deed.
2. True Extracts from the registrar of firms in support of registration of the partnership deed.
3. Resolution passed to authorize one of the partner to act as Mg. Part and to sign papers on behalf of the firm.

Conditional Mandatory document :

In case of partnership, company and if Balance sheet available selection is ‘Yes’:

1. A copy of the balance sheet as at the close of the previous financial year.

If ‘Income Tax return not available for Company/Firm/ Proprietor/MD/ MG. Part/ Partners/ Directors’ selection is ‘yes’:

1. Income tax return of Company/Firm/Proprietor, MD/Mg. Part, all directors/partners for last 3 years.

If the ownership of office is Leased/Rented :

1. Registered and Notarised Lease/Rent agreement.
2. Latest Lease/Rent Receipt.
3. NOC from owner of office (if office is leased/ rented) on duly notarized affidavit.

If the office is owned :

1. Ownership Deed/Proof of office premise.

In case UID is provided :

1. Attested copy of Aadhar Card of Proprietor/ MD/Mg. Part,Directors/Partners

RA Registration Fee

For unlimited capacity:

RA can make a payment of Rs. 25000/- only through Payment -> RA Registration fee.

For the capacity of 100 recruitment:

RA can make a payment of Rs. 10000/- only through Payment -> RA Registration fee.