As per Section 2(68) of Companies Act, 2013, “Private Company“ means a company having a minimum paid-up share capital as may be prescribed, and which by its articles:
> restricts the right to transfer its shares;
> except in case of One Person Company, limits the number of its members to two hundred:
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:
Provided further that—
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and
> prohibits any invitation to the public to subscribe for any securities of the company;
However, the private limited Companies have certain restrictions as mentioned above but every Company shall have to follow certain compliances as per Companies Act, 2013 on regular basis.
I have mentioned the Compliances of a Private Limited Company on Quarterly basis and the same has been start from the financial year i.e. from April to March.
Quarterly Compliances for April to June
| Sr. No. | Particulars | Forms | Section | Description | Due Date | Penalty |
| 1. | Receipt of MBP-1 | MBP-1 | 184(1) | Disclosure of interest by Director in any Company or Companies or Bodies Corporate (including share holding interest), firms or other association of individuals | At the First Board Meeting of the Company at every financial year or wherever there is change in the disclosure of interest of Director, then at the first Board Meeting after such change | Director shall be liable to a penalty of Rs.1,00,000/-. |
| 2. | Receipt of DIR-8 | DIR-8 | Section 164 and Rule 14 of Companies (App-ointment and Qualif-ications of Directors) Rules, 2014 | Every Director shall inform to the Company about his disqua-lifications under Section 164(2) of Companies Act, 2013 | Before appo-intment or re-appo-intment of Director | – |
| 3. | Half Yearly Return in respect of outstanding payments to Micro or Small Enterprises | MSME-1 | Section 405 | All Companies who get supplies of goods or services from micro and small enterprises and whose payment to micro and small enterprises suppliers exceed 45 days from acceptance or the deemed acceptance of the goods or services | Ø For April to September – 31st October
Ø For October to March – 30th April |
Maximum penalty of Rs.3,00,000/- which will be leviable on Company and Officer-in- default |
| 4. | Yearly Return (Return of Deposits) | DPT-3 | Section 73 and Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 | Every Company other than Government Company shall have to file return of deposits for any outstanding receipt of money or loan by the Company as on 31st March even the same has not been considered as deposits | Ø On or before 30th June every year | Company shall punishable with fine which shall not be less than Rs.1,00,00,000 /- or twice the amount of deposit accepted by the Company, whichever is lower. |
Quarterly Compliances for July to September
| Sr. No. | Particulars | Forms | Section | Description | Due Date | Penalty |
| 1. | Annual Return on Foreign Liabilities and Assets | FLA Return | As per the Regulations of Foreign Exchange Mana-gement Act (FEMA), 1999 | Shall have to be filed by all Indian Companies who received FDI (Foreign Direct Investment) and/or made FDI Abroad in the previous year including the current year | On or before 15th July every year. In case if accounts are un audited, first submit return on provisional basis and then submit the revised return based on audited accounts by 30th Sep-tember | Penalty shall be leviable as per the provisions of Foreign Exchange Management Act (FEMA), 1999 |
| 2. | Directors KYC | DIR-3 KYC | Rule 12A of Companies (App-ointment and Qualif-ications of Directors) Rules, 2014 | Every individual who is holding Director Identi-fication Number (DIN) shall submit e-form DIR-3 KYC | On or before 30th Sept-ember every year | Penalty of Rs.5,000/- per DIN KYC |
| 3. | Annual General Meeting (AGM) | – | Section 96 of Companies Act, 2013 | Every Company other than OPC shall hold its:
|
Not more than 15 months elapse between two AGMs | Penalty may extend to Rs.1,00,000 /- and for continuing default, a further fine which may extend to Rs.5,000/- per day till default continues |
Quarterly Compliances for October to December
| Sr. No. | Particulars | Forms | Section | Description | Due Date | Penalty |
| 1. | Appointment of Auditor | ADT-1 | Section 139(1) | Appointment of Auditor in a Company | File e-form within 15 days from the date of General Meeting | Company shall be punishable with fine which shall not be less than Rs. 25,000/- but may extend upto Rs. 5,00,000/- |
| 2. | Filing of Financial Statements | AOC-4 | Section 137 of Companies Act, 2013 and Rule 12 of Companies (Accounts) Rules, 2014 | Every Company shall have to file copy of financial statement of the Company to the Registrar | File within 30 days of the date of Annual General Meeting (AGM)
In case of OPC, form AOC-4 shall be file within 180 days from the closure of the financial year |
Penalty of Rs.100/- each day during such failure continues but maximum of Rs.2,00,000 /- |
| 3. | Abridged Annual Return | MGT-7A | Section 92 of Companies Act, 2013 and Rule 11 of Companies (Management and Administration) Rules, 2014 | Abridged Annual Return for OPCs and Small Companies from the Financial Year 2020-21 onwards | File within 60 days from the date on which Annual General Meeting (AGM) is held.
In case of OPC, form MGT-7 shall be file within 60 days on which AGM should have taken place |
Penalty of Rs.100/- each day during such failure continues but maximum of Rs.2,00,000 /- |
| 4. | Annual Return | MGT-7 | Section 92 of Companies Act, 2013 and Rule 11 of Companies (Management and Adminis-tration) Rules, 2014 | Every Company shall have to file Annual Return to the Registrar of Companies | File within 60 days from the date on which Annual General Meeting (AGM) is held. | Penalty of Rs.100/- each day during such failure continues but maximum of Rs.2,00,000 /- |
| 5. | Certification of Annual Return | MGT-8 | Section 92 of Companies Act, 2013 and Rule 11 of Companies (Management and Administration) Rules, 2014 | MGT-8 is required only in Listed Company or the Company having paid-up share capital of Rs.10 Crores or more or turnover of Rs.50 Crores or more and the same shall be certified by Company Secretary in Practice | MGT-8 is an atta-chment of form MGT-7 and file MGT-7 within 60 days from the date on which Annual General Meeting (AGM) is held | – |
Quarterly Compliances for January to March
| Sr. No. | Particulars | Forms | Section | Description | Due Date | Penalty |
| 1. | Board Meeting | NA | Section 173 of Companies Act, 2013 and Secretarial Standard-1 for Board Meetings | Minimum 4 Board Meeting shall hold by the Board of Directors of the Company and not more than 120 days shall intervene between two meetings;
For OPC, Small Company and Dormant Company, minimum 2 Board Meetings are required and the gap between two meetings shall not be less than 90 days |
– | – |
| 2. | Maintenance of Statutory Registers | – | Section 88 of Companies Act, 2013 | Company will have to maintain Statutory Registers | Mandatory Registers that every Company shall have to prepare:
|
Company shall liable to a penalty of Rs. 3,00,000/- |
However, to avoid fine and penalties, every Company shall have to do the compliances on time. Except the above mentioned compliances, there are also event based compliances for Private Limited Company under Companies Act, 2013 and various other Acts, rules and regulations as applicable on the Company.
Author Bio
Well written article which makes the law simple to understand and implement.
Thank you!!
Good Work.This is very useful. I also want article on ESOP with full details.
Thank you..Sure will write an article on ESOP asap
Great job, Alka!
Thank you Anamika!
Very useful. Keep it up.
Thank you!!