The Companies Act, 2013

Quick checklist of all mandatory Compliances for Private Limited Company

A business registered in India is required to comply with the various annual legal company compliance laid down by the corporate laws such as the Companies Act, 2013. Since a majority of startups are registered as companies, annual compliance for Private Limited Company becomes the most asked issue faced by growing businesses.

The compliance checklist for Private Limited companies is as follows:

Particular Due date
Disclosure of Directors Interest by Directors – Form MBP-1

Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities.

  • Directorship of other company
  • Partnership firm where he/she is partner
  • Shareholding of more than 2% in other Company
  • List of relatives of Director

 

Every first Board Meeting of the of relevant Financial year

Every Director is required to submit with the Company a fresh MBP-1, whenever there is change in his interest from the earlier given MBP-1

MBP-1 is not required to file with ROC

Disclosure of Non- Disqualification by Directors – Form DIR-8

Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.

It is declaration that Director was not disqualified to act as Director during the FY 2020-21. (i.e. previous FY)

Every first Board Meeting of the of relevant Financial year
Delay in Payment to MSME Vendor: Form MSME – 1

Company has to file this return half yearly in respect of pending payments to MSME vendors as at end of half year.

All outstanding dues of more than 45 days payable to Micro or Small Enterprises suppliers.

Half yearly Return

  • April to Sep – 30th October
  • October to March – 30th April

There is no filing fee for this form.

KYC of Directors – Form DIR – 3 KYC and Web KYC of all Directors. KYC of Directors requires verification of email OTP and mobile OTP both at a time. OTP expires within 10 minutes.

If email or mobile number of Director is changed filing of DIR-3 KYC is required. For change in other details of Director such as address form DIR-6 is required to be filed.

On or before 30th September every year for all the directors of the Company.
Return of Deposit: Form DPT-3

Return of deposits that companies must file to furnish information about deposits and/or outstanding receipt of loan or money other than deposits.

Mandatory Auditor certificate : – if the Form is filed

  • “return of Deposits” or
  • “return of Deposits as well as Exempted Deposits
Every year on or before 30th June in respect of return of Deposit.

Due date : 30/06/2021

Circulation of Financial Statement & other relevant Documents

Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.

Company shall send to the Members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the date of AGM.
Directors’ Report shall be prepared by mentioning all the information required for Company under Section 134 read with relevant rules and relevant provisions of other Act.

It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors one of them MD if there is any.

Company shall send to the Members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the date of AGM.
Notice of AGM.

Include following agenda where shareholders’ approval are required;

  • appointment of Auditors, (if term expires)
  • Directors (if appointed during the year/ Rotation of Director).

ETC as and when required event based.

MD and WTD require to be re-appointed after expiry of every

five years by the Shareholders.

Due last date : 30/09/2021
Financial Statement: Form AOC-4

Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of Annual General Meeting.

Criteria for XBRL Filling

  • If paid up capital is more than Rs. 5.00 Cr. or
  • Turnover is more than Rs. 100.00 Cr.
Due date – Filing within 30 days of AGM.

Due date of AGM : 30/09/2021

Annual Return – Form MGT-7

Annual Return will be for the period 1st April to 31st March.

Annual Return requires all dates of Board Meetings and names of Directors present in the meetings. Also requires names of Directors who remained present in AGM. This is to be supported by signing attendance.

Transfer of shares, if any, to be reported requires supporting of executed transfer form with proper stamp duty payment and Board resolution for approval of transfer of shares.

If Company has website Annual Return (MGT-9) requires to be placed on website of the Company.

Penalty – Rs. 100/- per day from date of failure of return Last date – filing within 60 days of AGM Last date of AGM 30/09/2021

Report from Practicing Company Secretary – Form MGT-8

Private Company having :-

paid up share capital of 10 Crore or more or turnover of Rs. 50 crore or more Shall be certified by a Company Secretary in Practice.

Need to file with Annual return – Form MGT -7

Filing requires with Annual Return MGT-7.

Certificate MGT – 8 With UDIN number.

Back dating is not possible.

Appointment/Resignation/Change in Designation – Form DIR-12 of Director

if there is change in designation of Director at the AGM or Appointment or Resignation of Director.

 Regularization of Additional Director

If company wants to appoint additional director as director, then it shall regularize the person as director in General Meeting by passing Shareholder Resolution. File form DIR-12 for Change in Designation of Director along with ordinary resolution within 30 days of AGM.

Due date of filing – within 30 days of meeting
Appointment of Auditor – Form ADT-1

Form ADT- 1 is filed by every company to intimate the Registrar Of Companies about the appointment of an auditor after the conclusion of its Annual General Meeting (AGM) under fourth proviso to sub-section (1) of section 139 of The Companies Act, 2013.

  • Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-year appointment
  • After that every year in AGM, Shareholder will ratify the Auditor but there is no need to file ADT-1.
  • Form ADT -3 Resignation by Auditor
Due date within 15 days of Auditor appointment
Filing Special Resolution : Form MGT-14

Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.

Special resolution passed in AGM

Due date within 30 days of AGM
ACTIVE Company Tagging – Form INC-22A

All companies registered before 31st December 2017 are required to file e-Form ACTIVE (Active Company Tagging Identities and Verification)– INC-22A on or before 25th April 2019.

Failure to file e-Form Active will lead to a penalty of Rs. 10,000.

On or before 25th April 2019.
Declaration of Commencement of Business – INC 20A

The following companies are not required to file form 20A:

  • Companies incorporated before 2 November 2018 (i.e. before the commencement of the Companies (Amendment) Ordinance, 2018).
  • Companies incorporated after 2nd November 2018 without share capital.
Every company required to file form 20A shall file the same within 180 days of its incorporation.

An additional period of 180 more days / 6 months is allowed as notification dated 24/03/2020

Return to the Registrar in respect of declaration under Sec 90 –

Form BEN -2

Details of Significant Beneficial Owners (SBOs’)

In simple words, Beneficial Owners are the shareholders holding Significant Beneficial Ownership (SBO) of not less than 10% of the shareholdings or voting rights of the company either directly or indirectly.

Form BEN-3: Register of beneficial owners holding

Significant beneficial interest.

Form BEN-4: Notice to member seeking information

in accordance with section 90.

Applicable to all companies 30 days from the date of receipt of such declaration (BEN – 1)
Appointment of Company Secretary – Section 203

Private Company having paid up share capital of Rs. 5 crore more required to appoint whole time Company Secretary.

Within 30 days from resolution passed in meeting.
Maintenance of Statutory Registers.

Company will maintain the following mandatory Registers:

  • Register of Director,
  • Registers of Director Shareholding,
  • Registers of Members
  • Registers of Transfer
  • Registers of Related Party transaction etc.

Other register as per companies act , 2013

Board Meetings – 173 & SS-I

Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between the two meetings should not be more than 120 (One hundred twenty) days.

Notice of Board Meeting must be given 7 days prior to the meeting. Notice can be delivered either by hand, through registered post or electronic means.

Every board meeting is required to fulfill the condition of quorum which is 1/3 of the total number of directors of the company or two whichever is higher
Notice of AGM 101 & SS-II

Every Notice of the Annual General Meeting will be prepared as per Section 101 of the Companies Act, 2013 and Secretarial Standard – II.

2 members present, shall be the quorum for a meeting of the company.

Event Based Compliances

These are triggered based on happening of certain events. There is paperwork that needs to be done for the same and there are various deadlines for these tasks. In case of non-compliance or even a missed deadline there can be penalties, additional fees or a compounding of offence, etc. Hence, it is necessary that the happening of such events be tracked and compliances met with on time.

1. Change in Director / KMP

2. Increase in Authorized Share Capital

3. Increase in Paid-up Share Capital

4. Change in registered office

5. Change in secured borrowing (Creation, modification and satisfaction of charge)

6. Change of name of company

7. Conversion of company

8. Filing of resolution and agreements

9. Revision in payment of remuneration to Managing or whole time Director

10. Appointment/ resignation of Auditors

11. Declaration of Dividend

12. Transfer of unpaid/ unclaimed dividend to IEPF

13. Loans given to other Companies 11.Creation/ Modification of Charge

14. Repayment of Loan in full for satisfaction of Charge

15. Transfer of shares

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2 Comments

  1. Ganesh Panchal says:

    Thank you very much Jyoti Gohil for posting such article. Very useful for us. You have presented in very simple way. Keep posting such type of Article

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