Mandatory compliance for Private Limited Company

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Mandatory compliance for Private Limited Company 

 
In this article we have discussed about Mandatory compliance for Private Limited Company.
 
Mandatory compliance for Private Limited Company
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Mandatory compliance for Private Limited Company

The compliances are according to “The Companies Act, 2013”  

Disclosure of “Directors’ Interests” by Directors (Form MBP-1) 

When: – First Board Meeting  

All the directors must file MBP-1 form whenever there is a change in “Directors’ Interest” from the earlier given MBP-1, otherwise it is not needed. 

The MBP-1 is to be submitted in the first board meeting of the relevant fiscal year. This MBP-1 form is not required to be submitted to the Registrar of Companies 

 

Disclosure of non-disqualification by Directors (Form DIR-8) 

When: – First Board Meeting  

The directors must file the form DIR-8 with the company every fiscal year. 

This form is a declaration the Director is not disqualified to act as a director as of the previous fiscal year. 

 

Outstanding payments to MSME vendor (Form MSME-1) 

When: – Half yearly (on or before 30th October and 30th April) 

Company must file the Form MSME-1 in respect of pending payments, which are 45 days (about 1 and a half months) or more, of all MSME vendors. 

Mandatory compliance for Private Limited Company


KYC of Directors DIR-3 and Web KYC of all directors 

When: – On or before 30th September of every year. 

KYC of all Directors must be done with Mobile and Email OTPs. 

If Email or mobile number of any director has changed, DIR-3 must be filled. 

For change in other details such as address, DIR-6 form must be filled. 

 

Return of Deposit (Form DPT-3) 

When: – On or before 30th June of the current year 

The company must file form to show information about deposits, outstanding receipt of loan and/or money other than deposits. 

Auditor’s/s’ certificate is mandatory for “Return of Deposit” and/or “Exempted Deposits” 

 

Circular of Financial Statement & other relevant Documents 

When: – Minimum 21 days before AGM (Annual General Meeting) 

The company must send Approved Financial Statement, Director’s report and Auditor’s Report to all the members of the company. 

 

Director’s Report 

When: – Minimum 21 days before AGM 

Director’s report needs to be prepared mentioning all the information needed for Company under Section 134 along with all the relevant rules and provisions of the Act. 

It must be signed by the “Chairperson” authorized by the board, where he/she is an authorized by at least 2 directors, one of them being MD (if there is any). 

 

Notice of AGM:- 

When: – On or before 30th September, 2021 

Notice of AGM is to be made with inclusion of the following agendas where shareholder’s approval is needed 

  • Appointment of Auditors (if term expires) 
  • Directors (if appointed during the year or there is rotation of directors) 

MD must be re-appointed by approval of shareholders if the term of five years expires 

Mandatory compliance for Private Limited Company

Financial Statement (FORM AOC-4) 

When:- Within 30 days of AGM (late date of AGM is 30th September) 

The Private Limited Company must file its balance sheet along with profit and loss account, Cash flow statement, Director’s Report and Auditor’s Report in this form. 

Criteria for XBRL filling:- 

  • If paid up capital is more than INR 5.00 Cr. Or 
  • Turnover is more than INR 100.00 Cr. 

 

Annual Return (Form MGT-7):- 

When: – Within 60 Days of AGM on website (if they have one) otherwise penalty of 100/- INR per day  

Annual return will be prepared for 1st April to 31st March. 

Annual return needs to mention:- 

  • Dates of all board meetings and names of directors present in the meetings. 
  • Names of Directors who were present in the AGM which should be supported by signing attendance 
  • Details about transfer of shares, if any, along with executed transfer form, proof of stamp duty and Board resolution for approval of transfer of shares 

Report from Practicing Company Secretary (Form MGT-8):- 

When: – Along with MGT-7 (Annual Return) 

Private company having a paid up capital of 10 cr. or more/ annual turnover of 50cr. or more, needs to be certified by a Practicing Company Secretary. 

 

Appointment/Resignation/Change in designation of Director (Form DIR-12) 

When:- Within 30 days of meeting 

The above form needs to be filled if  

  • There is any change in designation or Appointment/Resignation of Director at the AGM   
  • If the company wants to regularize an additional director as a director in General Meeting by passing a shareholder resolution, the form needs to filled along with the ordinary resolution 

 

Appointment of Auditor (Form ADT-1):- 

When: – Within 15 days (about 2 weeks) of Auditor Appointment 

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

  • Auditor will be appointed for 5 (five) years and ADT-1 will be filed for the same 
  • Shareholders will ratify the Auditor every year at the AGM, but ADT-1 does not have to be filed for the same 
  • Form ADT-3 will be filed in case of resignation of Auditor 

 

Filing special Resolution (Form MGT-14): 

When:- Within 30 days of the AGM 

Filing of resolution with the ROC about Board Report and Annual Accounts or any special resolution passed in AGM 

 

Declaration of Commencement of Business (INC-20A) 

When:- Within 180 and additional 180 days (as of 24/03/2020 which can be revoked in future) of Incorporation of Company 

 

Not Applicable for 

  • Companies incorporated before 2nd November 2018  
  • Companies incorporated after 2nd November 2018 but without share capital 

 

Return to Registrar in Respect of Declaration under section 90 (FORM Ben-2, 3 and 4) 

When: – 30 days from receipt of such declaration (Ben-1) 

  • Form BEN-2 
  • Details of Significant Beneficial Owner (SBOs are ones who have shareholding/Voting rights of more than 10% directly or indirectly) 
  • Form BEN-3  
  • Register of beneficial owners holding 
  • Form BEN-4 
  • Notice to member collecting information in accordance with Section 90 
Mandatory compliance for Private Limited Company

Appointment of Company Secretary (Section 203) 

For Company having paid up share capital more than INR 5.00 Cr. 

Maintenance of statutory Registers of:- 

  • Directors 
  • Direct shareholding 
  • Members 
  • Transfer 
  • Related party transactions etc. 
  • Others as per The Companies Act, 2013. 

 

Board Meeting (173 and SS-I) 

  • Minimum 4 meetings a year  
  • Maximum 120 days gap between 2 meeting 
  • Notice to be given via registered post or electronically minimum 7 days before meeting. 

Notice of AGM  

When: – At least 2 members present in the meeting. 

To be prepared as per Section 101 of The Companies Act, 2013 as well as per Secretarial Standard- II. 

Mandatory compliance for Private Limited Company

Event Based Compliances 

When: – Variable 

  • Change in Director/KMP 
  • Increase in Authorized and/or Paid up Share capital 
  • Change in registered office 
  • Change in Secured borrowings 
  • Change in name of company 
  • Conversion of company 
  • Filing of resolution and agreements 
  • Changes in payment of salary or remuneration to Managing or whole time Director 
  • Appointment/Resignation of Auditor 
  • Declaration of Dividend 
  • Transfer of unclaimed/unpaid dividend to IEPF 
  • Loans given to other companies 
  • Creation or modification of Charge 
  • Repayment of loan in full for satisfaction of charge 
  • Transfer of shares.

Owner of this information can be
reached at K M GATECHA & CO LLP – CA in Ahmedabad.

Important note: This does not lead to legal advice or
legal opinion and is personal view and for information purpose only. It is prepared on  the basis of facts available and applicable law.It is suggested to go through applicable provisions of law,latest regulations,judicial announcements, circulars, notifications and clarifications  etc before taking any action based on above content.You agree here by that for any action taken on basis of above information in any manner writer or K M GATECHA & CO LLP is not responsible or liable for  any omission,reliability,accuracy,completeness,errors or authenticity.This work by professional is just for knowledge purpose and does not constitute any kind of  solicitation of work
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