As layman everyone perceive a private limited company is a company which is privately held for small businesses. The liability of the members of a Private Limited Company is limited to the amount of shares respectively held by them. Shares of Private Limited Company cannot be publicly traded. There can be minimum 2 directors in private limited company.
By statute as per Section 2 (68) of Companies Act, 2013 ― “Private Company” means a company having a minimum paid-up share capital *** (the words of one lakh rupees or such higher paid-up share capital omitted by Companies Amendment Act, 2015) as may be prescribed, and which by its articles, —
(i) restricts the right to transfer its shares;
(ii) 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
(iii) prohibits any invitation to the public to subscribe for any securities of the company;
Now before one thinks to incorporate a private limited company let us first understand the compliances relating to it.
LIST OF COMPLIANCES;
Half-Yearly Compliances;
| SL NO. | PARTICULARS | E-FORMS | DUE DATE |
| 1. | The Ministry of Corporate Affairs (MCA) issued a notification on 22 January 2019 that specific companies having outstanding dues to the MSME enterprises have to file the particulars of all current outstanding dues with the Registrar of Companies. | MSME-1 | For April-September period- 31st October.
For October-March period- 30th April. |
Event- Based Compliances;
| SL NO. | PARTICULARS | E-FORMS | DUE DATE |
| 1. | Every director shall inform to the company concerned about his disqualification under sub-section (2) of section 164, if any, before he is appointed or re-appointed.
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DIR-8 | Before director is appointed or re-appointed.
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| 2. | Every Director of the Company in First Meeting of the Board of Director in each Financial Year and when there is any change in their interest needs to disclose his interest in other entities.
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MBP-1 | First Meeting of the Board and at the time if any changes in interest |
| 3. | Companies (Significant Beneficial Owners) Amendment Rules, 2019, Section 90(2), Every individual, who subsequently becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change shall file a declaration in to the reporting company | BEN-1 | Within 30 days of acquiring such significant beneficial ownership or any change therein |
| 4. | Companies (Significant Beneficial Owners) Amendment Rules, 2019, Section 90(4), Upon receipt of declaration in BEN-1 the reporting company shall file a return with the Registrar of Companies | BEN-2 | Within a period of 30 days from the date of receipt of such declaration
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| 5. | Section 117 Every company shall file the resolutions and agreements with the Registrar of Companies. | MGT-14 | Within 30 days from the resolution being passed or the agreement being entered into |
| 6. | Rules under Companies (Appointment and Qualification of Directors) Rules, 2014 | DIR-12 | Within 30 days of such appointment or change, as the case may be. |
| 7. | Section 77, 78 and 79 and Section 384 and Rule 3(1) of the Companies Rules, 2014, Creation or Modification of Charge by the Company | CHG-1 | Within 30 days from the date of creation/ modification. |
| 8. | Section 82(1) of the Companies Act, 2013 and Rule 8(1) of Companies (Registration of Charges) Rules, 2014, Satisfaction of charge | CHG-14 | Within 30 days from the date of satisfaction. |
| 9. | Section 148(3) and rule 6(2) and 6(3A) of Companies (cost records and audit) Rules, 2014. Every company which is require to appoint cost auditor.
It shall also inform the Central government about appointment of cost auditor. |
CRA-2 | Within 30 days of the board meeting appointing cost auditor or within 180 of commencement of the financial year, whichever is earlier. |
| 10. | Section 148(6) and rule 6(6) of the Companies (cost records and audit) Rules, 2014.
Every company which is required to appoint cost auditor shall submit the cost audit report to the Central Government along with full information and explanation on every reservation or qualification marked by auditor |
CRA-4 | Within 30 days from the date of receipt of cost audit report. |
Quarterly Compliances;
No such e-form based quarterly compliances are prescribed as of now, but several compliances have to be done some of them are as follows:
| SL NO. | PARTICULARS |
| 1. | Section 179, Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.
Which means Company should hold at least 1 (one) Board Meeting every quarter of the calendar year, so as to comply with section 179.
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| 2. | Section 96 (1) proviso states that, in case of the first annual general meeting, meeting shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year:
Hence, which means the due date for holding annual general meeting shall be 30th September every year. |
Yearly Compliances;
| SL NO. | PARTICULARS | E-FORMS | DUE DATE |
| 1. | Section 184, Every Director of the Company in First Meeting of the Board of Director in each Financial Year | MBP-1 | First Meeting of the Board |
| 2. | Section 139 Appointment of Auditor for 5 (Five) years or less. | ADT-1 | Within 15 days from the Annual General Meeting
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| 3. | Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2018 Every person who has allotted DIN. | DIR-3 KYC WEB | Within 30th June of the immediate financial year
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| 4. | Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2018 Every new director who has allotted DIN for the first time/ or existing director need to make corrections. | DIR-3 KYC e-form | Within 30th June of the immediate financial year
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| 5. | Section 73 Rule 16 of Companies (Acceptance of Deposits) Rules, 2014, Every company other than Government Company shall file Return of deposit or particulars of the transactions not considered as a deposit or both | DPT-3 | 30th June every year |
| 6. | Companies (Amendment) Ordinance 2018, Any company incorporated on/ after 2nd November, 2018 will be required to file Form. | INC-20A | Within 180 days from the date of incorporation of the company. |
| 7. | Section 137, Every Company is required to file copy of the financial statements, including consolidated financial statement, if any duly adopted at the annual general meeting of the company, shall be filed with the Registrar of Companies.
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AOC-4/ AOC-4 XBRL (as the case maybe) | Within 30 days of the date of annual general meeting |
| 8.
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Section 92, Every Company shall file its Annual Return with the Registrar of Companies.
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MGT-7 | Within 60 days of holding of the Annual General Meeting. |
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9. |
Companies (Management and Administration) Amendment Rules, 2021 dated 05.03.2021 “Every One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No.MGT-7A” | MGT-7A | Within 60 days of holding of the Annual General Meeting. |
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10. |
According to Section 92(2) of the Companies Act, 2013 read with rule 11(2) of Companies (Management and Administration) Rules 2014, the annual return of a listed company or a company having paid-up share capital of Rs 10 crore or more and turnover of Rs 50 crore or above will be certified by the company secretary in practice, | MGT 8.
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Within 60 days of holding of the Annual General Meeting (as an attachment to e-form MGT-7) |
All the above-mentioned e-form are inclusive in nature, there are many more event-based e-forms, shall be required as and when event arises, the above e-forms mentioned are frequently used by most of the private limited companies.
All the e-form mentioned above shall be filled within the stipulated due periods along with the fees as prescribed under Companies (Registration offices and Fees) Rules, 2014, otherwise penalty/ additional fees shall be levied.
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Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a piece of professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
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do you any segregation analysis of sections applicable to different type of companies e.g. private companies, public company, small companies etc