Provisions applicable to private limited company.

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Praneetha (Querist)
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02 October 2014 What are all the returns to be filed with ROC regards a private limited company, right from its incorporation?

What are all the resolutions does the company require to pass on its decisons?

They also have related party transactions..like short term loan from director and also appointment of relatives as employee director.

please do help me out by replying at the earliest.. Thanking you in advance.

Ganeshbabu K

Ganeshbabu K (Expert)
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06 October 2014 Hope below article will give answer to all your questions

https://www.caclubindia.com/articles/regular-works-for-private-company-21943.asp#.VDJaH_mSyt8
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Praneetha

Praneetha (Querist)
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08 October 2014 Thank You Mr.Ganesh, But the respective link provides all the information with respect to "The Companies act 2013", where as the same is not applicable for the Financial Year 2013-14.
Thus i request to suggest me related to The companies act 1956.

Thank You.

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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10 August 2024 ### Returns to be Filed with ROC for a Private Limited Company

For a private limited company, various compliance requirements must be met, including filing returns with the Registrar of Companies (ROC). Here's a comprehensive list of the returns to be filed from the time of incorporation onwards:

#### 1. **Incorporation Stage:**
- **Form INC-7:** Application for incorporation of a company.
- **Form INC-22:** Notice of the registered office address.
- **Form DIR-12:** Appointment of directors.
- **Form INC-9:** Declaration of compliance.

#### 2. **Post-Incorporation Compliance:**
- **Annual Compliance:**
- **Form MGT-7:** Annual Return, to be filed within 60 days from the date of the Annual General Meeting (AGM).
- **Form AOC-4:** Financial Statements, to be filed within 30 days from the date of the AGM.

- **Quarterly Compliance:**
- **Form MSME-1:** Filing of information with respect to outstanding payments to Micro and Small Enterprises (if applicable).

- **Other Compliance:**
- **Form DIR-3 KYC:** Annual KYC of directors.
- **Form INC-20A:** Declaration for commencement of business (to be filed within 180 days of incorporation).

#### 3. **Event-Based Compliance:**
- **Change in Directors:**
- **Form DIR-12:** Notification of any changes in directors.

- **Change in Registered Office:**
- **Form INC-22:** Intimation of change in the registered office address.

- **Change in Share Capital:**
- **Form SH-7:** Notice of change in share capital.

- **Annual General Meeting (AGM):**
- **Form MGT-15:** Filing of the minutes of the AGM (if required).

### Resolutions Required by a Private Limited Company

Resolutions are decisions taken by the company's board or shareholders and are recorded in the minutes of the meetings. Some common resolutions include:

#### 1. **Board Resolutions:**
- **Approval of Financial Statements:** For approving financial statements before the AGM.
- **Appointment of Auditors:** Appointment of statutory auditors and fixing their remuneration.
- **Opening Bank Accounts:** Authorization to open bank accounts and appoint signatories.
- **Short-Term Loans:** Approving short-term loans from directors.

#### 2. **Shareholder Resolutions:**
- **Appointment of Directors:** Appointment of directors, including managing directors and whole-time directors.
- **Change in Share Capital:** Increase or decrease in share capital.
- **Approval of Dividend:** Declaration of dividend.
- **Approval of Related Party Transactions:** Approval of transactions with related parties.

#### 3. **Special Resolutions:**
- **Alteration of Memorandum or Articles of Association:** Any changes to the company’s constitution.
- **Conversion of Company Type:** Conversion from private to public or vice versa.
- **Winding Up:** Voluntary winding up of the company.

### Related Party Transactions

For related party transactions such as short-term loans from directors or appointments of relatives:

#### 1. **Short-Term Loan from Director:**
- **Board Resolution:** A board resolution is required to approve the loan.
- **Disclosure:** Disclosure of such transactions must be made in the financial statements.
- **Compliance with Section 185 & 186 of the Companies Act, 2013:** Ensure compliance with provisions related to loans and advances to directors.

#### 2. **Appointment of Relatives as Employee Directors:**
- **Board Resolution:** Approval of the appointment.
- **Disclosure in Annual Return:** Disclosure in Form MGT-7 regarding the appointment of directors and their remuneration.
- **Compliance with Section 188:** Ensure compliance with the provisions related to related party transactions.

**Note:** Ensure that all related party transactions are conducted on an arm's length basis and are disclosed appropriately in the financial statements and annual return.

### Additional Compliance

- **Compliance with Accounting Standards:** Ensure adherence to relevant accounting standards.
- **Maintaining Statutory Registers:** Maintain statutory registers such as the register of members, directors, and key managerial personnel.
- **Tax Filings:** Ensure timely filing of tax returns, including income tax and GST returns.

For the most accurate and updated information, always refer to the Companies Act, 2013, and other relevant regulatory guidelines. Consulting with a professional chartered accountant or company secretary can help ensure compliance with all statutory requirements.