Compliance overview
for Private Limited Companies
Private
Limited Company:
Private Limited Company is
defined under Section 2(68) of the Companies Act, 2013 . It means a company 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;
Kindly
note that: Minimum Paid up Share Capital criteria
is omitted.
An overview of Key Compliance requirements:
1.
Meeting of Board of Directors:
First Meeting of Board of Directors is
required to be held within 30 days of Incorporation of Company and thereafter
4 meetings are required to be held in every financial year.
Gap between two Board meetings
: should not be more than 120 days.
Notice of Board meeting must be send before 7
days of meeting to every director by way of physical or through e-mail.
Kindly Note that:
In First Board meeting, Company has to approve pre-incorporation expenses,
authorize directors for issuing share
certificate, signing the ROC Forms, and bank account opening, appoint first
auditor of the company etc.
2. Issuing of Share Certificate
The
Company is required to issue Share Certificates to the subscribers of memorandum
within 60 days of Incorporation of Company.
3.
Filling of Disclosure of interest by Directors:
a) MBP-1 [Pursuant to section 184 (1) and rule
9(1) of Companies (Meetings of Board and its Powers) Rules, 2014
Director
of every company are 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.
b) DIR-8 Pursuant to Section 164(2) and rule
14(1) of Companies (Appointment and Qualification of
Directors)
Rules, 2014Every 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:
A company may hold its first annual general
meeting, 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.
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 Meeting of Board
of Directors, General Meeting:
It
is mandatory for every company to cause minutes of the proceedings of every
meeting of Board of Directors, General meeting within 30 days of conclusion of
meeting concerned. Minutes shall be preserved permanently and shall act as
evidentially value in case of any dispute.
(Follow
instructions as mentioned under revised SS-1 and SS-2)
6. Compliance with respect to Secretarial
Standards:
a)
SS-1 (SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS)
b)
SS-2 (SECRETARIAL STANDARD ON GENERAL MEETINGS)
7. 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 authorised 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.
8. Report by Board of Directors:
Every
Company has to prepare a board report which shall include:
Details
as mentioned under Section 134(3) of the Companies Act, 2013.
Briefly includes: state of
the company, operations during the year, net profit, dividend declaration and
its compliance with a set of financial, accounting and corporate social
responsibility standards contains etc.
9. Event Based Compliances
·
Receipt of share application
money
·
Allotment of shares
·
Transfer of shares
·
Appointment/Resignation of
directors
·
Appointment of Managing Director/
Whole Time Director
·
Executing agreement with related
parties
·
Change in the Bank signatories
·
Change in the statutory auditors
Overview of MCA – ROC Compliances:
Applicable Laws/Acts
|
Due Dates
|
Compliance Particulars
|
Forms / Filing mode
|
Companies
Act, 2013
|
Within 180
Days From The Date Of Incorporation Of The Company
|
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.
|
MCA E- Form INC 20A
|
Companies
Act, 2013
|
within 90 days from the date of notification
Dt. 08.02.2019
( i.e.
On or before 8th of May, 2019)
|
A person having Significant
beneficial owner shall file a declaration to the reporting company
i.e. within 90 days of the commencement of the
Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e.
08.02.2019
|
Form BEN-1
Draft Format available at
|
Companies
Act, 2013
|
31.07.2019
Within 30
Days of 01.07.2019
|
Filing of form BEN-2 under the
Companies (Significant Beneficial Owners) Rules, 2018.
(Within 30 days from deployment of
the E –form (earlier the date of receipt of declaration in BEN-1 )
No additional fee shall be levied
if the same is filed within 30 days from the date of deployment of the said
e-form.
|
Form BEN – 2
(e-form deployed by Ministry (ROC))
on 01.07.2019
|
Companies
Act, 2013
|
On or
before 15.06.2019
(form can
be filed after due date with a fee of Rs. 10000 (one time fee)
|
Filing of the particulars of the
Company & its registered office.
(by every company incorporated on
or before the 31.12.2017.)
Due date extended- Link :
|
Active Form
INC -22A
|
Companies
Act, 2013
|
30.09.2019
|
*DIN KYC through DIR 3 KYC Form is
an Annual Exercise.
Penalty after due date is Rs. 5000/-(one time)
|
E-Form DIR – 3 KYC
(Web Based)
|
Companies Act, 2013
|
All Specified
Companies (i.e. Companies who get supplies of goods or services from micro and
small enterprises and whose payments to micro and small enterprise suppliers
exceed 45 days from the date of acceptance or the date of deemed acceptance of
the goods or services as per section 9 of the Micro, Small and Medium
Enterprises Development Act, 2006) to file details of all outstanding dues to
Micro or small enterprises suppliers existing on 22.01.2019 within thirty days.
Link of the MCA notification :
http://www.mca.gov.in/Ministry/pdf/MSMESpecifiedCompanies_22012019.pdf |
Form MSME -1
|
|
Companies
Act, 2013
|
Within 30
days
|
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.
Can be filed after comply with the
penal provisions.
|
E –Form DPT – 3
|
v
ROC Annual Filings:
Sl. No.
|
Particulars
|
Due Date
|
E- Form
|
1
|
Appointment
of Auditor
|
With in 15
days from the conclusion of AGM
|
ADT-1
|
2
|
Filing of
financial statement and other documents with the ROC
|
With in 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)
|
AOC-4
|
3
|
Filing of
annual return by a company.
|
With in 60
days from the conclusion of AGM
|
MGT-7
|
4
|
Filing of
Cost Audit Report with the Central Government
|
With in 30
days from the receipt of Cost Audit Report
|
CRA-4
|
5
|
Filing of
Resolutions and agreements to the Registrar
|
With in 30
days from the date of Board Meeting.
|
MGT-14
|
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