1. The document outlines various immediate compliances and actions required by unlisted/private companies under the Companies Act 2013. It lists out 22 sections/rules with a brief description of the particulars and action required along with the timeline for compliance.
2. Key immediate actions required include consideration of disclosure of interest by directors and authorities for related party transaction approvals. Other important compliances relate to repayment of deposits/loans, discontinuation of auditor services, appointment of secretarial auditor and key managerial personnel.
3. The summary provides an overview of the sections/rules listed and recommends that the board of directors consider and take necessary actions/approvals on the disclosure of interests, related party transactions, auditor
1. The document outlines various immediate compliances and actions required by unlisted/private companies under the Companies Act 2013. It lists out 22 sections/rules with a brief description of the particulars and action required along with the timeline for compliance.
2. Key immediate actions required include consideration of disclosure of interest by directors and authorities for related party transaction approvals. Other important compliances relate to repayment of deposits/loans, discontinuation of auditor services, appointment of secretarial auditor and key managerial personnel.
3. The summary provides an overview of the sections/rules listed and recommends that the board of directors consider and take necessary actions/approvals on the disclosure of interests, related party transactions, auditor
1. The document outlines various immediate compliances and actions required by unlisted/private companies under the Companies Act 2013. It lists out 22 sections/rules with a brief description of the particulars and action required along with the timeline for compliance.
2. Key immediate actions required include consideration of disclosure of interest by directors and authorities for related party transaction approvals. Other important compliances relate to repayment of deposits/loans, discontinuation of auditor services, appointment of secretarial auditor and key managerial personnel.
3. The summary provides an overview of the sections/rules listed and recommends that the board of directors consider and take necessary actions/approvals on the disclosure of interests, related party transactions, auditor
Immediate Compliances / Attention required under Companies Act, 2013
[Unlisted / Private Companies]
Section | Rules Particulars | Action Required Time for Compliance ld !orm | "e# !orm RoC !ilin$ required | %ue date Remar&s 2(42) Foreign Company, in relation with the holding of more than !" shares in a foreign #ompany$ %mmediate 2(&') (efining Promoters of the Company First )* + + ,o ta-e a note 2(./),(&) Consideration of stat0s as 1olding/ 203sidiary 4 5sso#iate Company First )* + + For #onsolidation of Finan#ial 2tatements, 5nn0al 6et0rn 4 (ire#tors7 6eport 2('4) 8hole time dire#tor not wor-ing in any other #ompany on employment 3asis First )* + + ,o as#ertain 5lteration in the 5o5 to have9 - 2!! mem3ers in Private Company - (ire#torship 0pto : - ;ntren#hment provisions - <ther definition 4 relevant provisions as may 3e re=0ired$ 8hen #ompany alters its 5o5 Form2> / *?,+:4 8ithin >! days 5ppli#a3le to all #ompanies /4 6epayment of 0nse#0red loans ta-en from the relatives of dire#tors 4 shareholders@ or 2pe#ial resol0tion to 3e passed for a##eptan#e 0pto 2" of the paid 0p #apital 4 #omplian#e of the re=0irements@ or 5llotment of shares 3efore >:$!>$2!:4$ 5 de#laration to 3e o3tained from the dire#tors that the amo0nt of 0nse#0red loans given to the #ompany is not from the 3orrowed f0nds$ Filing with 6oC a statement of deposits a##epted and remained 0npaid on !:$!4$2!:4$ Clarifi#ation awaited %mmediate %mmediate >!$!&$2!:4 Clarifi#ation awaited + Form2/ P52+> + / (P,+4 + 8ithin >! days + 8ithin > months 5ppli#a3le to all #ompanies // 6egistration of #harge on all tangi3le and intangi3le assets of the #ompany 5t the time of loan C1? A : 8ithin >! days 5ll #ompanies '2 5nn0al 6et0rn Certifi#ate 3y PC2 ;Btra#t of ann0al ret0rn atta#hed to the 3oard7s report 5?* Form 2!) A *?, /, . ' 8ithin >! days of 5?* 5ppli#a3le to 5ll Companies ::/ 6esol0tions and 5greements spe#ified in 2e#tion ::/ shall 3e filed with the 6egistrar in Form *?,+:4 within >! days (or C 2/! days with additional fees) of the passing or ma-ing thereof$ #opy of every resol0tion whi#h has the effe#t of altering the arti#les 4 #opy of every agreement referred to in s03+se#tion (>) shall 3e em3odied in or anneBed to every #opy of the arti#les iss0ed after passing of the resol0tion or ma-ing of the agreement + Form2> / *?,+:4 8ithin >! days 5ppli#a3le to all #ompanies Section | Rules Particulars | Action Required Time for Compliance ld !orm | "e# !orm RoC !ilin$ required | %ue date Remar&s :2: 6eport on ann0al general meeting *?,+: 8ithin >! days of 5?* :44 (is#ontin0ation of other servi#es 3y the 50ditors$ %mmediate + + 5ppli#a3le to all #ompanies :& 6esignation of dire#torship eB#eeding 2! #ompanies 8ithin : yr from #ommen#ement of C52!:> Form>2 / (%6+::,:2 8ithin >! days 5ppli#a3le to all #ompanies :&. 6esignation to 3e pla#ed at the we3site of the #ompany, if any$ + + + 5ppli#a3le to all #ompanies :&. 4 60le : (ire#tor shall forward #opy of his resignation to 6<C Company intimate to 6<C from the date of re#eipt of resignation and post the information of the same on the we3site of the #ompany (%6+:: (%6+:2 8ithin >! days of resignation 8ithin >! days from the date of re#eipt of resignation :. Prohi3ition on Doan to (ire#tors / Companies in whi#h (ire#tors are interested / Firms / )ody Corporate %mmediate / %f any then ref0nd 3efore *ar#h 2!:4 + 5ppli#a3le to all #ompanies :.& Consider that the loans given to other 3ody #orporate et# is having #ondition for interest$ %mmediate + + 5ppli#a3le to all #ompanies 2(/&)(//) ::/, :.4 <3tain dis#los0re of %nterest in Form *)P+:$ 6elated Party ,ransa#tion 21 approval is re=0ired if Paid+0p #apital of #ompany is a3ove 6s$:! Cr$ <r eB#eeding 2" of the t0rnover$ First )* First )* + / *?,+ :4 + / *?,+ :4 8ithin >! days 8ithin >! days 5ppli#a3le to all #ompanies :'& 6esol0tion of )oard of (ire#tors of a #ompany or agreement eBe#0ted 3y a #ompany, relating to the appointment, re+appointment or renewal of appointment or variation of the terms of appointment of managing dire#tor$ *?,+:4 *6+: 8ithin >! days / 8ithin &! days of appointment 4!> Filing of pending do#0ments immediately, 0pto >!! days now fee shall 3e 0pto :> time 5fter eBpiry of >!! days, heavy penalties on #ompany and ea#h dire#tor$ 5ppli#a3le to all #ompanies Note : Independent Director | Women Director | CSR | KMP | Internal Auditor | Audit Committee | Remuneration Committee | Stakeholders Committee | Code of Conduct | i!il Mechanism " depends on the Capital | #oan | $urno%er of the Compan&' Sr'"o' A()"%A IT)*S !R T+) !IRST ,AR% *))TI"( : - Consideration and ta-e on re#ord the dis#los0re of interest 3y the dire#tors, C2 and CF< and a0thority for filing of Form *?,+:4$ 2 - <3tain and ta-e on re#ord the de#laration from the dire#tors that the amo0nt of 0nse#0red loans given to the #ompany in not from the 3orrowed so0r#es$ > - Consideration for dis#ontin0ation of other servi#es o3tained from the 50ditors and a0thority to appoint other Chartered 5##o0ntant Firm as may 3e re=0ired$ 4 - Consideration and #onfirmation for re+defining Promoters and persons a#ting in #on#ert with them in the #ompany$ - Consideration and review of related party transa#tions and see- approval of the )oard/*em3ers of the #ompany as may 3e re=0ired$ & - Consideration and review of the stat0s as 1olding / 203sidiary 4 5sso#iate Company$ /E - Consider and approve the Poli#y for appointment of F*P and their appointment$ . - Consideration of repayment of deposits / 0nse#0red loans and a0thority for filing of Form (P,+4$ (Clarifi#ation awaited) 'E - Consider and approve 6is- *anagement Poli#y$ :!E - (e#laration 3y independent dire#tor of his independen#e as provided in se# :4'(&)$ ::E - Consideration for #hange in name of rem0neration #ommittee to the Gomination and 6em0neration Committee$ :2E - Consideration for #hange in name of %nvestor ?rievan#e to the 2ta-eholder 6elations Committee$ :>E - Consideration and appointment of C26 #ommittee of the )oard$ :4E - Consideration and approval of poli#y for C26 for the year 2!:4+:$ :E - Consideration and approval of #ode of #ond0#t for independent dire#tor$ :&E - 5pproval of vigil me#hanism system in the #ompany$ :/E - 5pproval for appointment of 2e#retarial 50ditor for the year 2!:4+:$ :. - An- a$enda item mentioned u/s 1./ of t0e CA 2013 1 li&e Issue of s0ares / 2orro#in$ / in3estments / $rant loans / securities / $uarantees etc ( Independent Director | Women Director | CSR | KMP | Internal Auditor | Audit Committee | Remuneration Committee | Stakeholders Committee | Code of Conduct | i!il Mechanism " depends on the Capital | #oan | $urno%er of the Compan&' Resolutions and a$reements to 2e filed 4Section 11.5 a6 all special resolutions; 26 all resolutions required to be passed as special resolutions; c6 any resolution of the Board of Directors or agreement executed by a company, relating to appointment, re-appointment or renewal of appointment, or variation of the terms of appointment, of a managing director; d6 resol0tions or agreements whi#h have 3een agreed to 3y any #lass of mem3ers 30t whi#h, if not so agreed to, wo0ld not have 3een effe#tive for their p0rpose 0nless they had 3een passed 3y a spe#ified maHority or otherwise in some parti#0lar manner@ and all resol0tions or agreements whi#h effe#tively 3ind s0#h #lass of mem3ers tho0gh not agreed to 3y all those mem3ers@ e6 resolutions u/s 1! for Borrowing "owers and #reation of #harges etc$; f6 resol0tions 0/s >!4 for vol0ntarily winding 0p@ $6 Board resolutions passed u/s 1%& '(); and Dist of )oard resol0tions in p0rs0an#e of se#tion :/' (>)9 ,he )oard of (ire#tors of a #ompany shall eBer#ise the following powers on 3ehalf of the #ompany 3y means of resol0tions passed at meetings of the )oard, namely9 a) to ma-e #alls on shareholders in respe#t of money 0npaid on their shares@ b) to a0thorise 30y+3a#- of se#0rities 0nder se#tion &.@ c) to iss0e se#0rities, in#l0ding de3ent0res, whether in or o0tside %ndia@ d) to 3orrow monies@ e) to invest the f0nds of the #ompany@ f) to grant loans or give g0arantee or provide se#0rity in respe#t of loans@ g) to approve finan#ial statement and the )oard7s report@ h) to diversify the 30siness of the #ompany@ i) to approve amalgamation, merger or re#onstr0#tion@ j) to ta-e over a #ompany or a#=0ire a #ontrolling or s03stantial sta-e in another #ompany@ k) 5s pres#ri3ed 0nder 60le . of the Companies (*eetings of )oard and its Powers) 60les, 2!:49 1. to ma-e politi#al #ontri30tions@ 2. to appoint or remove -ey managerial personnel (F*P)@ 3. to ta-e note of appointment(s) or removal(s) of one level 3elow the Fey *anagement Personnel@ 4. to appoint internal a0ditors and se#retarial a0ditor@ 5. to ta-e note of the dis#los0re of dire#tor7s interest and shareholding@ 6. to 30y, sell investments held 3y the #ompany (other than trade investments), #onstit0ting five per#ent or more of the paid 0p share #apital and free reserves of the investee #ompany@ 7. to invite or a##ept or renew p03li# deposits and related matters@ 8. to review or #hange the terms and #onditions of p03li# deposit@ 9. to approve =0arterly, half yearly and ann0al finan#ial statements or finan#ial res0lts as the #ase may 3e$ 06 any other resol0tion or agreement as may 3e pres#ri3ed and pla#ed in the p03li# domain$