Compliance for Private Limited Companies

Private Limited Company is defined under Section 2(68) of the Companies Act, 2013, means a company which by its Articles:

(i) Restricts the Right to transfer its shares.

(ii) Expect 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

(iii) prohibits any invitation to the public to subscribe for any securities of the company;

1. Board Meetings:

First Meeting of the Board of Directors is required to be held in within 30 days of Incorporation and 4 meetings to be held in every Financial Year.

Note: Company has to approve pre-incorporation expenses, authorize directors for issuing share certificate, signing the ROC Forms and Bank account opening, appointment of first Director of the Company in First Meeting of Board of Directors.

Gap between two meetings should not be more than 120days.

• Note: Notice of Board Meeting must be send before 7days of meeting to each and every director by way of physical, post or through email.

2. Share Certificate issuing:

The Share Certificates is required to be issue to the subscribers of Memorandum within 60days of Incorporation of Company.

3. Disclosure of Interest by Directors

1. MBP-1(Pursuant to Section 184(1) and Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014.

Every Director of Company is required to give disclosures about their interest in any other Business entity in first Board Meeting in which they participate as a Director and thereafter in First Board Meeting of every financial year in FORM MBP-1 to the Company.

2. DIR-8 Pursuant to Section 164(4) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Every director shall inform to the company concerned about his disqualification under section 164 (2), if any, in Form DIR-8 before he is appointed or re-appointed.

4. Annual General Meeting

First Annual General Meeting of a Company should be held within a period of 9 months from the date of closing of first financial year of the company and in any other case, within a period of 6 months, from the date of closing of the Financial Year.

Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months

Meeting must be held not later than 6 months from close of financial year.

5. Minutes of proceedings of Board of Directors and General Meeting

It is mandatory for every Company to cause minutes of the proceedings of every meeting of Board of Directors, General Meeting within 30days of conclusion of meeting concerned.

Minutes shall be preserved permanently and shall act as evidentially value in case of any dispute.

6. Approval and Signing of Financial Statements:

The Financial statement ,including consolidated financial statement, if any shall be approved by the Board of Directors before they are signed on behalf of the board by the chairperson of the company where he is authorized by the board or by two directors out of which one shall be managing director, if any and the Chief Executive officer, the chief Financial Officer and the Company Secretary of the Company, wherever they are appointed, or in the case of One Person Company, only by one director for submission to the Auditor for his report thereon.

7. Board of Directors Report

Under Section 134(3) of the Companies Act, 2013 Every Company has to prepare a Board Report.

Briefly includes state of the company, operations during the period, net profits, losses, dividends and various compliances with set of financial, accounting and social responsibility standards etc.

ROC Compliance

S.No	Compliance	Forms to be filed	Time Period
1.	As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.	INC-20A	Within 180 days from the date of Incorporation of the Company with the ROC
2.	Filing of the particulars of the Company & its registered office.	INC-22A Active Form	Form INC-22A was required to be filed before 25th April 2019 (Applicable to all companies registered before 31st December 2017). If yet on filed then penalty is Rs. 10,000/- (If not filed then Company Status will be Active-Non-Compliant)
3.	DIN KYC through DIR 3 KYC Form is an Annual Exercise. Penalty after due date is Rs. 5000/-(one time)	DIR 3 KYC	30th September
4.	Transaction during the year, which are deposits as well as and which are not deposits (exempted deposits) Auditor’s Certificate is mandatory. This is to be filled every year.	DPT-3(Half Yearly Return)	All the Company having any outstanding loan/amount as on 31st March of every financial year has to furnish details and bifurcation of such outstanding amount irrespective of the fact whether such amount is falling under the definition of deposit or not by 30th June
5.	Filing of Financial statement and other documents	AOC-4	Within 30 days from the conclusion of the AGM, other than OPC(In case of OPC within 180 days from the close of the financial year)
6.	Filing of Annual Return	MGT-7	Within 60 days from the conclusion of AGM Company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT-8.
7.	Appointment of Auditor	ADT-1	Within 15 days from the conclusion of AGM
8.	Filing of Resolutions and agreements to the Registrar	MGT-14	Within 30 days from the date of Board Meeting.

Some Other Event based Compliances in a Company.

• Transfer of Shares.
• Appointment and Resignations of Directors/ Auditors.
• Appointment of Managing Director/ Whole Time Director.
• Executing various types of Agreement with Parties.
• Allotment of shares.
• Change in Bank Signatories.
• Increasing Capital of Company.
• Charges
• Change in Memorandum / Articles of Company.
• And others