Question

You have been hired to undertake a review of the corporate governance requirements of a company. The company was started as a private company and has expanded rapidly in the past five years.

    The company recently became a publically listed company and the newly created board of directors has concerns that they are unsure of their corporate governance obligations.

    The board has given you a very broad brief. Their terms of reference for your reporting requirements encompass describing what is required for the board to provide effective governance, what they need to know about their responsibilities under the Corporations Act and any suggestions that you could make about the need for corporate structural change that might be required. What are the relevant governance requirements?

    Prepare a report (approximately 1,000 words) addressing the brief.

Answer 1

As a director of the company, you are responsible for ensuring that the company complies with these obligations. These responsibilities include:

• having a current registered office – A company must have a current registered office in Australia and must inform ASIC of its location.
• having a principal place of business – A company that operates a business from a location different from the registered office must inform ASIC.
• disclosing personal details of directors– A company must inform ASIC of the name, date of birth and current residential address of directors.
• keeping financial records – A company must keep up-to-date financial records that correctly record and explain transactions and financial position. Larger companies have additional obligations to lodge financial reports with ASIC.
• notifying ASIC of key changes – Whenever there are certain key changes to the company’s details (e.g. registered office, principal place of business, directors), ASIC must be notified.
• paying relevant fees to ASIC – For example, the annual review fee.
• checking annual statements – A company’s details on the ASIC register must be accurate and up-to-date.

RELEVANT GOVT. REQUIREMENTS

calling of board meeting

issue of EGM notice

holding of extraordinary general meeting

ROC form filing

E-form MGT. 14-for filing special resolution with ROC, passss for conversion from private into public

attachmet ofd e- form MGT. 14

E-Form inc27 - application for conversion of private company into public company

attachment of INC 27

scutiny of document in ROC

POST CONVERSION FORMALITIES

after conversion of private co. into public co. please take care of following points:-

• intimate all the concerned authorities like excise tax sales tax etc. about status change
• arrange new PAN no. of the company. update new bank details of the company.
• arrange new stationary with new name of the company.
• analyse your newly adopted AOA and MOA and remove all things which are in contradiction with AOA.
• raise the paid-up capital to rs. 5 lakhs, if tge same is less than 5 lakhs
• increase no. of directors to 3 directors