This article serves as a detailed guide to the mandatory compliance requirements for private limited companies under the Companies Act, 2013. It covers crucial filings and their respective deadlines, starting with half-yearly MSME returns (Form MSME-1) due on 30th April and 30th October, and the annual deposit return (DPT-3) due by 30th June. Directors must complete KYC submissions by 30th September, while Annual General Meetings (AGMs) should occur within six months of the financial year-end, typically by 30th September. Subsequent filings include auditor appointments (ADT-1) within 15 days of the AGM, financial statements (AOC-4) by 29th October, and annual returns (MGT-7A for small companies and MGT-7 for others) by 29th November. The article also addresses specific compliance like AOC-4 XBRL for large firms, filing BEN-2 for significant beneficial ownership changes, and dematerialization of securities. Other essential regulations include CSR mandates, internal audits, cost audits, and secretarial audits based on various thresholds. Vigil mechanisms and website disclosures for public-facing entities are also summarized. Non-compliance with these requirements can lead to penalties and legal repercussions. It emphasizes the need for meticulous adherence to statutory guidelines while serving as a practical resource for businesses.
In continuation of our last article for ready reference titled “Annual Compliance Checklist for Private Limited Company – Companies Act 2013“, we will explore more in detail in this article.
Return of MSME
- As per Section 405 of the Companies Act, 2013
- Half yearly return for outstanding payment to MSME in Form MSME-1
- Due date – On or before 30th April & 30th October Every Year
Return of Deposits (DPT-3)
- As per Rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014
- Due date – On or before 30th June Every Year
All Director KYC
- As per Rule 12A of The Companies (Appointment and Qualification of Directors) Rules, 2014
- No Change – Web based form by OTP only
- Changes – With documentation
- Due Date – On or before 30th September Every Year
Annual General Meeting (AGM)
- As per Section 96 of the Companies Act, 2013
- Must be held within six months from the end of the financial year
- Due date – On or before 30th September Every Year
Auditor appointment/reappointment (ADT-1)
- As per Section 139 of the Companies Act, 2013 and sub rule 2 under Rule 4 of the Companies (Audit and Auditors) Rules, 2014
- Within 15 days from the date of the AGM
- Due date – On or before 14th October (if AGM 30th September)
Filing of Financial Statement (Form AOC-4)
- As per Section 137 of the Companies Act, 2013 and Rule 12 of Companies (Accounts) Rules, 2014
- Within 30 days from the date of the AGM
- Due date – On or before 29th October (if AGM 30th September)
AOC-4 XBRL Applicability
- As per Rule 3 of Companies (Filing of Documents and Forms in XBRL) Rules, 2015
Applicable to
- Indian Listed company & their Indian subsidiaries or
- Paid up capital Rs. 5 Crore & above or
- Turnover Rs. 100 Crore & above or
- If financial applicable as per Indian Accounting Standards Rules, 2015
- Once applicable, it remains a lifetime compulsion.
Filing of Annual Return (Form MGT-7A)
- As per sub rule 1 under Rule 11 of The Companies (Management and Administration) Rules, 2014
Small Company
- Within 60 days from the date of the AGM
- Due date – On or before 29th November (if AGM 30th September)
Filing of Annual Return (Form MGT-7)
- As per sub rule 1 under Rule 11 of The Companies (Management and Administration) Rules, 2014
- Applicable to other than Small Company
- Within 60 days from the date of the AGM
- Due date – On or before 29th November (if AGM 30th September)
MGT-8
- As per sub rule 2 under Rule 11of The Companies (Management and Administration) Rules, 2014
- Part of MGT-7
Applicable to
- Listed Company or
- Paid up Capital Rs. 10 Crore or more or
- Turnover Rs. 50 Crore or more
(Certified by Practising Company Secretary only)
Small Company
As per sub section 2 under Section 2 of Companies Act, 2013 and sub rule 1(t) under Rule 2 of The Companies (Specification of Definitions Details) Rules, 2014
- Paid up Capital not exceeding Rs. 4 Crore and
- Turnover not exceeding Rs. 40 Crore
Whole time Company Secretary
- As per Rule 8(A) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
- Paid up Capital Rs. 10 Crore or more
CARO
As per The Companies (Auditor’s Report) Order, 2020
Applicability
- Companies with a paid-up capital and reserve surplus more than Rs. 1 crore as on the balance sheet date
- Companies having a borrowing of more than Rs.1 crore from any bank and financial institution at any point of time during the financial year.
- Companies which are a subsidiary or holding company of public company
- Companies which have a total revenue exceeding Rs.10 crore during the financial year.
Non Applicability
- Banking company
- Insurance company
- Section 8 Company
- One person company
- Small Company under the Companies Act, 2013.
Consolidated Financial Statements
- As per Section 129 of Companies Act, 2013
- Company having any subsidiary or associates or joint ventures – AOC-4 CFS
BEN-2
- As per Section 89 of Companies Act, 2013
- Any entity other than individual hold in company more than 10% or more, the company is required to file BEN-2 to disclose actual beneficial owner within 30 days of holding or any changes.
Demat
- As per Rule 9B of The Companies (Prospectus and Allotment of Securities) Rules, 2014
- Every private company must convert their existing physical security into demat within 18 months of closure of the financial year when it cross the limit of small company definition.
- Example: if as on 31.03.2024 turnover 41 Crore then due date on or before 30.09.2025.
- Once applicable, it remains a lifetime compulsion.
Corporate Social Responsibility
As per Section Section 135 of the Companies Act, 2013
During the immediately preceding financial year
- Net worth Rs. 500 Crore or more or
- Turnover Rs. 1000 Crore or more or
- Net Profit Rs. 5 Crore or more
Internal Audit
As per Section 138 of Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014
Every listed company
Other Public Company
- Paid up Capital Rs. 50 Crore or more during the preceding financial year or
- Turnover Rs. 200 Crore or more during the preceding financial year or
- Outstanding Loans or Borrowings from bank or financial institution exceeding Rs. 100 Crore or more at any point of time during the preceding financial year or
- Outstanding Deposits Rs. 25 Crore or more at any point of time during the preceding financial year
Private Limited
- Turnover Rs. 200 Crore or more during the preceding financial year or
- Outstanding loans or borrowings from bank or financial institution exceeding Rs. 100 Crore or more
Cost Record:
As per Section 148 of Companies Act, 2013 and Rule 3 of The Companies (Cost Records and Audit) Rules, 2014
- The company is engaged in the production of the goods or providing services, specified in Table A & B of Rule 3 of The Companies (Cost Records and Audit) Rules, 2014 and
- Overall turnover from all its products and services of rupees Rs. 35 crore or more during the immediately preceding financial year
Cost Audit:
As per Section 148 of Companies Act, 2013 and Rule 4 of The Companies (Cost Records and Audit) Rules, 2014
Company is engaged in the production of the goods or providing services specified in Table A
- Overall annual total turnover of the company from all the products/services is Rs. 50 Crore or more during the immediately preceding financial year and
- Aggregate turnover from the individual product/service for which cost records are required to be maintained is Rs. 25 Crore or more
Company is engaged in the production of the goods or providing services specified in Table B
- Overall annual total turnover of all the products/services should be Rs. 100 Crore or more during the immediately preceding financial year and
- Aggregate turnover from the individual product/service for which cost records are required to be maintained should be Rs. 35 Crore or more.
Non-Applicability of Cost Audit
- Export revenue exceeds 75% of its total revenue. The export revenue needs to be in foreign exchange; or
- The company which is operating from the special economic zone or
- The company which is engaged in the generation of electricity for captive consumption through Captive Generating Plant.
Secretarial Audit
As per Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Applicability
- Listed Company
- Other Public Company Paidup capital of Rs. 50 Crore or more or turnover of Rs. 250 Crore or more
- Every Company having outstanding loans or borrowings from banks or public financial institutions of 100 crore rupees or more.
Vigil Mechanism
- As per sub section 9 under Section 177 of Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.
Applicable to
- Listed Company
- Any company accept deposits from public
- Any company borrowed money from banks and public financial institutions in excess of fifty crore rupees
Website compliance:
Disclosures required on E-Commerce Portal or Website
Office Board: As per sub section 3(a) under 12 of the Companies Act, 2013
Company Name Board Format as Per Section 12(3)(A) of Companies Act, 2013
Letterhead Format: As per sub section 3(C) under Section 12 of the Companies Act, 2013 –
Letterhead Format As Per Companies Act, 2013
POSH
- The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH Act) –
- Applies to all workplace where10 or more employees
All other compliance will be applicable on event based.
It is important to note that noncompliance with these deadlines can result in penalties and legal consequences.
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Disclaimer: This article is based on the relevant provisions and to the best of my knowledge at the time of preparation of this article and moreover in no event author shall be liable for any direct and indirect result from this article and this is only a knowledge sharing initiative provided solely for information, this article is not a professional advice or recommendation.
Autjhor: CS JINAL SHAH, JINAL SHAH & CO. Company Secretary in Practice from Ahmedabad, Gujarat and for any query feel free to contact me on [email protected] or 9173610133.
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