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Introduction: For private limited companies, adhering to compliance regulations is paramount to ensure legal and operational efficiency. In FY 2024-25, several compliance requirements must be met within specified timelines. From filing various forms to maintaining registers and records, meticulous attention to these obligations is essential. Let’s delve into the details of these compliance requirements and their significance.
Compliance Reference Sheet for Private Limited Companies (Updated for FY 2024-25)
Part -1 Compliances with Fixed Due Dates
| Sr. No. | Comp-liance Form / Nature of Comp-liance | Appli-cability | Purpose of E-Form/ Return | Sections | Period | Due Date |
| 1. | MBP-1 | All Private Companies | Disclosure of Directors Interest by Directors | Sec 184(1) | 1st Board Meeting of FY or partic-ipation as a director | First Board Meeting of the FY |
| 2. | DIR-8 | All Private Companies | Disclosure of Non-Disqua-lification by Directors | Sec 164(2), 143(3)(g) | 1st Board Meeting of FY or partic-ipation as a director | First Board Meeting of the FY |
| 3. | MSME | All Private Companies | Half-yearly return filed with the registrar in respect of outstanding payments to Micro or Small Enterprise | Sec 405 | HY Oct 2023 to Mar 2024 | 30th April 2024 |
| 4. | PAS 6 | All unlisted Public companies and private companies except small Private Companies | Reconciliation of Share Capital Audit Report (Half-yearly) | Rule 9A and 9B of Companies (Prospectus and Allotment of Securities) Rules, 2014 | HY Oct 2023 to Mar 2024 | 30th May 2024 |
| 5. | DPT-3 | All Private Companies | Return of deposits that companies must file to furnish information about deposits and/or outstanding receipt of loan or money other than deposits | Sec 73 | FY 2023-24 | 30th June 2024 |
| 6. | Form FLA | All Private Companies have foreign assets or foreign liabilities and includes companies having FDI. | Annual Return to RBI | FEMA Laws | FY 2023-24 | 15th July 2024 |
| 7. | MR-3 | All Private Companies having borrowings o/s more than 100 Cr from banks or public financial institutions | Secretarial Audit Report | Sec 204 | FY 2023-24 | Obtain audit report from practicing company secretary before approving board report for FY 2023-24. |
| 8. | DIR-3 KYC / DIR-3 KYC Web | Any person having DIN on or before 31st March 2024. | To yearly update the KYC documents of a person holding DIN / DPIN. | Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. | NA | 30th September 2024 |
| 9. | Convene AGM | All Private Companies except one person company (OPC). | Every year, an Annual General Meeting of the members of the Company must be convened to adopt the financials of the Company. | Sec 96 | For adoption of accounts for FY 2023-24 | 30th September 2024 (In case of first AGM then not later than 31st December 2024) |
| 10. | ADT-1 | All Private Companies | Notice for the appointment of Auditor | Sec 139 | – | Within 15 days of appointment in AGM / EGM |
| 11. | AOC 4 / AOC-4 NBFC / AOC-4 XBRL | All Private Companies. AOC-4 NBFC is applicable only for NBFC Companies and AOC-4 XBRL is applicable for All Private Companies who are required to file financial statements in XBRL format. | Form required to file a financial statement. | Sec 137 | Financial Year 2023-24 | For All Private Companies except OPC: within 30 days of AGM. For OPC: 27th September 2024 |
| 12. | AOC-4 CFS / AOC-4 CFS NBFC | All Private Companies other than OPC. AOC-4 CFS NBFC is applicable only for NBFC Companies. |
Form required to file consolidated financial statement. | Sec 137 | FY 2023-24 | Within 30 days of AGM |
| 13. | CSR-2 | All Private Companies on which CSR is applicable | Report on CSR activities | Sec 135 | FY 2023-24 | As an addendum to e-form AOC-4 / AOC-4-NBFC (Ind AS) / AOC-4 XBRL. |
| 14. | MGT 8 | All listed companies and other companies having turnover more than 50Cr and / or paid-up capital more than 10Cr. | Compliance certificate by PCS | Sec 92 | FY 2023-24 | Before filing MGT-7 |
| 15. | MGT-7 / MGT-7A | Small Private Companies, including OPCs, are required to file MGT-7A, while other companies are required to file MGT-7. | Form for filing annual return. | Sec 92 | FY 2023-24 | Within 60 days of AGM |
| 16. | CRA- 2 | All Private Companies on which cost audit is applicable. | Form of intimation of appointment of cost auditor by the company to Central Government | Sec 148 | FY 2024-25 | Cost auditor must be appointed within 30 days of the BM in which such appointment was made or within 180 days of commencement of FY and the form must be filed within 30 Days of such appointment. |
| 17. | CRA- 4 | All Private Companies on which cost audit is applicable. | Form for furnishing copy of cost audit report. | Section 148 | FY 2023-24 | Cost auditor must submit the report to the board within 180 days of the closure of FY and the form must be filed within 30 Days of receipt of such report. |
| 18. | MSME | All Private Companies | Half-yearly return filed with the registrar in respect of outstanding payments to Micro or Small Enterprise | Sec 405 | HY Apr 2023 to Sept 2024 | 30th Oct 2024 |
| 19. | PAS 6 | All unlisted public companies and private companies except small Private Companies | Reconciliation of Share Capital Audit Report (Half-yearly) | Rule 9A and 9B of Companies (Prospectus and Allotment of Securities) Rules, 2014 | HY Apr 2023 to Sept 2024 | 29th Nov 2024 |
Part -2 Compliances Based on Events
| Sr. No. | Comp-liance Form / Nature of Compliance | Applicability | Purpose of E-Form/ Return | Sections | Period | Due Date |
| 1. | BEN-1 & BEN- 2 | Any person whether an Indian citizen or not, who is a Significant Beneficial Owner (SBO) of an Indian Company. | Disclosure by SBO | Sec 90 | NA | 1. Within 30 days of becoming SBO (For BEN-1) 2. Within 30 days of Receipt of BEN 1 from SBO (For BEN-2) |
| 2. | DIR-12 | All Private Companies | The form for intimating such events where a Director/KMP is appointed, ceases to be a Director/KMP, or undergoes changes in designation. | Sec 170 | NA | Within 30 days of such event. |
| 3. | MGT-4, MGT-5 & MGT-6 | Any individual who holds registered ownership of shares in a company, but whose beneficial interest in those shares belongs to another person, must submit declarations using forms MGT-4 and MGT-5 to the company. These declarations are then required to be filed with the Registrar of Companies (RoC) using form MGT-6. | Intimation of declaration from registered owner and beneficial interest owner. |
Sec 89 | NA | MGT-6 to be filed within 30 days from receipt of declarations in MGT-4 / MGT-5 |
| 4. | INC-28 | All Private Companies who are served with a copy of order from any competent authority (Regional Director, NCLT, High Court, Supreme Court, etc.) | Notice of the order of the court/any other competent authority | – | NA | Within the time specified in the copy of order. |
| 5. | CHG-1 | All Private Companies | Application to register the creation or modification of charge (other than debentures) | Sec 77, 78 and 79 | NA | Within 30 days of charge registration /modif-ication |
| 6. | CHG-4 | All Private Companies | Application to register the satisfaction of charge. | Sec 82 | NA | Within 30 days of charge satisfaction |
| 7. | MGT-14 | All Private Companies | Filing copy of resolutions of board meeting / general meeting / postal ballot. | Sec 117 | NA | Within 30 days of passing of resolution |
| 8. | AOC-5 | All Private Companies | Notice to declare the address of the location in which the books of accounts are maintained | Sec 128 | NA | Within 7 days of passing of board resolution |
| 9. | INC-22 | All Private Companies | Change in registered office | Sec 12 | NA | Within 30 days of such event. |
List of Registers / Records to be Maintained
| Sr. No. | Registers/Records to be maintained by the Company | Sections | Purpose of Register |
| 1. | SH-2 | Sec 46(3) | Register of duplicate Share Certificates |
| 2. | SH-3 | Sec 54 | Register of Sweat Equity Shares |
| 3. | SH-6 | Sec 62(1)(b) | Register of Employee stock option |
| 4. | SH-10 | Sec 68(9) | Registers of Buy Back |
| 5. | Registers of deposits | Sec 73 | Registers of deposits |
| 6. | MGT-1 | Sec 88(1)(a) | Registers of members |
| 7. | MGT-2 | Sec 88(1)(b)&(c) | Registers of debenture holders or any other security holders |
| 8. | BEN-3 | Sec 90 | Register of SBO |
| 9. | Registers of directors/KMP | Sec 170 | Registers of directors/KMP |
| 10. | Register of Postal Ballot | Sec 170 | Register of Postal Ballot |
| 11. | MBP-2 | Sec 186(9) | Registers of loans, guarantee, security, and acquisition made by the Company |
| 12. | MBP-3 | Sec 187(3) | Register of investments not held in its own name by the Company |
| 13. | MBP-4 | Sec 189(1) | Register of contracts with related party in which director are interested |
| 14. | CHG-7 | Sec 85 | Register of charges |
| 15. | Minutes for Both Board Meeting & General Meeting | Sec 118 | – |
| 16. | Books of Accounts/Financial Statements | Sec 128 | – |
| 17. | Register of Directors Attendance at Board/Committee Meetings | As per SS-1 | Every company shall maintain an attendance register of the Meetings of the Board and Committees |
List of Secretarial Records and Time Period for Preservation
| Sr. No. | List of documents to be maintained | Time Period for preservation of documents |
| 1. | POD of notice and delivery of Board Meetings | Atleast 3 years from the date of meeting |
| 2. | Proof of sending Agenda and Notes on Agenda of Board Meeting and their delivery | Atleast 3 years from the date of meeting |
| 3. | Proof of sending and delivery of the draft of the circular Resolution and the necessary papers | Atleast 3 years from the date of circulation of such Resolution |
| 4. | Proof of sending and delivery of draft Board Minutes | Atleast 3 years from the date of meeting |
| 5. | Proof of sending and delivery of signed Board Minutes | Atleast 3 years from the date of meeting |
| 6. | Attendance registers for BM | At least 8 FY’s from the date of last entry made therein |
| 7. | Minutes of Board Meeting | Preserved permanently in physical or in electronic form with Timestamp |
| 8. | Office copies of Notices, Agenda, Notes on Agenda, and other related papers of Board Meeting | Preserved in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later |
| 9. | Proof of sending notice of General Meeting | Atleast 3 years from the date of meeting |
| 10. | Minutes of General Meeting | Preserved permanently in physical or in electronic form with Timestamp |
| 11. | Office copies of Notices, Agenda, Notes on Agenda, and other related papers of General Meeting | Preserved in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later |
Conclusion: Navigating compliance requirements is essential for private limited companies to ensure legal adherence and operational efficiency. By staying updated with the latest regulations and diligently fulfilling compliance obligations, companies can mitigate risks and build a strong foundation for sustainable growth.
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RV FCS Abhinav Agarwal | +91-9990061697, +91 9999499654 | abhinav@atulyadvisors.com | connect@corpvaluers.com
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