Compliance Checklist For Private Limited Companies

COMPREHENSIVE COMPLIANCE CHECKLIST FOR PRIVATE LIMITED COMPANIES IN INDIA

A Private Limited Company in India is required to comply with several statutory requirements under the Companies Act, 2013 and various other laws. Failure to comply can lead to penalties, fines, and disqualification of directors. Below is a detailed compliance checklist for private limited companies, including annual, event-based, and specific statutory register requirements.

1. MANDATORY ANNUAL COMPLIANCE FOR PRIVATE LIMITED COMPANIES

1.1 Board Meetings (As per Secretarial Standard-1 – SS-1)

√ A private limited company must hold a minimum of 4 board meetings in a financial year.

√ The gap between two consecutive board meetings should not exceed 120 days.

√ The meeting should be held with proper notice and quorum as per the Companies Act.

√ The company should maintain minutes of the meeting and preserve them for records.

1.2 Annual General Meeting (AGM) (As per Secretarial Standard-2 – SS-2)

• Private limited companies (except One Person Companies) must conduct an Annual General Meeting (AGM) within 6 months from the end of the financial year.
• The key agenda of the AGM includes:

√ Approval of financial statements.

√ Declaration of dividends, if applicable.

√ Appointment/re-appointment of statutory auditors.

√ Approval of director’s report and other significant resolutions.

1.3 Filing of Financial Statements (AOC-4)

• Due Date: Within 30 days from the date of the AGM.
• Every private limited company must file AOC-4 with the Registrar of Companies (ROC) to report the company’s financial statements, balance sheet, profit & loss account, and audit report.

1.4 Filing of Annual Return (MGT-7A for Small Companies / MGT-7 for Others)

• Due Date: Within 60 days from the date of the AGM.
• Every company is required to file MGT-7 (for companies other than small companies) or MGT-7A (for small companies) with ROC, detailing:
  • Shareholding pattern.
  • Information about directors and key managerial personnel.
  • Changes in the company’s management and other details.

1.5 Director’s KYC (DIR-3 KYC)

• Due Date: Every director holding a Director Identification Number (DIN) must file DIR-3 KYC before 30^th September each year.
• Non-filing can lead to deactivation of DIN and penalties.

1.6 Appointment of Statutory Auditor (ADT-1)

• Due Date: Within 15 days of the AGM.
• Every company must appoint or reappoint a statutory auditor for a five-year term and report it to ROC by filing ADT-1.

1.7 MSME-1 (if applicable)

• Due Date:
  • For April to September → 31^st October
  • For October to March → 30^th April
• Companies must file MSME-1 if payments to MSME suppliers exceed 45 days from the date of acceptance of goods/services.

1.8 DPT-3 (if applicable)

• Due Date: 30^th June every year.
• Companies must report outstanding loans, deposits, or advances received, excluding those from directors and banks.

1.9 BEN-2 (if applicable)

• Due Date: Within 30 days from receiving the BEN-1 declaration.
• Companies must file BEN-2 if there is a Significant Beneficial Owner (SBO) holding 10% or more shares/voting rights.

2. STATUTORY REGISTERS REQUIRED TO BE MAINTAINED

A private limited company must maintain certain registers under the Companies Act, 2013, including:

1. Register of Members (MGT-1) – Records details of shareholders.

2. Register of Directors & KMP (DIR-12 Register) – Records details of directors and key managerial personnel.

3. Register of Charges (CHG-7) – Details of company loans secured against assets.

4. Register of Share Transfers (SH-6) – Maintains a record of share transfers.

5. Register of Investments (MBP-2) – If the company invests in securities, this register is mandatory.

6. Register of Loans & Guarantees (MBP-3) – Records loans given and guarantees provided by the company.

7. Register of Contracts & Related Party Transactions (MBP-4) – Discloses transactions with related parties.

8. Register of Debenture Holders (if applicable).

9. Register of Significant Beneficial Owners (BEN-3).

3. EVENT-BASED COMPLIANCE (FILING WHEN REQUIRED)

Apart from annual compliance, a company must file event-based forms whenever applicable:

1. Change in Directors (DIR-12) – Within 30 days of appointment, resignation, or removal of a director.

2. Change in Registered Office (INC-22) – Within 30 days of shifting the registered office.

3. Increase in Authorized Share Capital (SH-7) – Before issuing new shares.

4. Allotment of Shares (PAS-3) – Within 15 days of issuing new shares to investors.

5. Charge Creation/Modification (CHG-1/CHG-4) – Within 30 days when the company takes loans secured by assets.

6. Filing Resolutions for Loans, Investments, Related Party Transactions (MGT-14, if applicable).

Consequences of Non-Compliance

Failure to comply with these statutory requirements can lead to:

• Penalties and fines imposed by ROC.
• Disqualification of directors under Section 164 of the Companies Act.
• Prosecution of officers responsible for compliance.
• Company’s name being struck off by the ROC for continuous non-compliance.