Annual Compliance For Private Limited Company |

Annual Compliance For Private Limited Company

Overview

Private Limited Company is the prevalent form of starting a business in India, there are numerous compliance which are required to be followed once Private Limited Company is incorporated.

For any entrepreneur, managing day to day operations of the business along with complying with the corporate laws can be little challenging. Hence, it is essential to take help of a professional and We at Estabizz Fintech understand such legal requirements to ensure timely fulfillment of compliance, without any levy of interest or penalty. We make process simple and Easy for our clients.

Recently, Government strike off more than 2 Lakh companies and disqualified more than 3 Lakh directors for non-compliance of various provisions of Companies Act, 2013. When government realize about the various practices used by corporate entity to evade taxes, such type of historic action came into force.

Companies are required to comply with of Companies Act, 2013. The said acts provide for Mandatory Compliance, Annual Compliance and Event based Compliance.

Following are the Mandatory Registrar Compliance for Private Limited Company

1. Post Incorporation Compliance

Post Incorporation Form ADT-1 & INC 20A shall be filed with ROC.

Annual Compliance

Subsequent Auditor (ADT-1)	The Board of Director shall appoint the auditor in first AGM of company who shall hold the office till the conclusion of 6th AGM and shall inform the same to ROC by filing ADT-1. The responsibility to file Form ADT 1 is that of the company and not of the auditor within 15 days from the date of appointment.
Ratification of Auditor	Shareholders will ratify the appointment of Auditor in every AGM but there is no need to file ADT-1 for ratification.
Casual Vacancy of Auditor	If Casual Vacancy is arising due to the resignation of auditor, it shall be filled within 30 days of BOD meeting, subject to approval in General Meeting (AGM or EGM). Any auditor appointed in a Casual Vacancy shall hold office until the conclusion of the next Annual General Meeting.
ADT-3	The auditor shall file with the company a resignation letter stating the reason for resigning and file Form ADT-3 with the registrar within 30 days from the date of resignation. Filing form ADT-3 is the responsibility of the auditor and can only be filed if ADT-1 of the relevant auditor was filed.
Annual General Meeting	1st Annual General Meeting shall be Within a period of Nine months from the date of closing of the first financial year of the Company Subsequent Annual General Meeting shall be Within a period of six months from the date of closing of financial year and Not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next
Filing of Financial Statements (AOC-4)	Every Company is required to file its Financial Statements within 30 days of its Annual General Meeting with Registrar of Company in E-Form AOC-4.
Filing of Annual Return (MGT-7)	Every company is required to file its Annual Return with Registrar of Companies within 60 days of Annual General Meeting in E-Form MGT-7. A company having paid up capital of Rs. 10 Crore or more or turnover of INR 50 Crore or more shall be certified by a Practicing CS in Form MGT-8.
Regularization of Additional Director (DIR-12)	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.
Directors’ Report	Directors’ Report is to be filed covering all the information required for Small Company under Section 134 within 30 days of AGM along with Form AOC-4. It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors.
Filing of Financial Statements of a Foreign Co.	Every Foreign Company is required to file Annual accounts (consolidated financial statements/ global accounts) along with the list of all principal places of business in India within 6 months of close of the Financial Year.
Filing of Annual Return of a Foreign Co.	Every foreign company shall prepare and file annual return of the company in e-Form FC-4 within 60 days from the close of financial year.
Directors KYC	KYC of all the director shall be filed with ROC before 30th September
E-Form MSME-I	Every Company having outstanding payments dues to micro and small enterprises and in case the payment of the payment is pending beyond 45 days, then the Company has to furnish details regarding delay in payments in Form MSME-I as per the following timeline: For April to September by 31st October For October to March by 30th April
E-Form DPT-3	All the Company having any outstanding loan/amount as on 31st March of every financial year has to furnish details and bifurcation of such outstanding amount irrespective of the fact whether such amount is falling under the definition of deposit or not by 30th June

Board of Company Name	Company shall paint or affix the name and address of registered office and keep the same painted/affixed, outside every office or place in which its business is carried on, in legible letters.
Letter Head of Company	Every Company shall get its name, address of registered office, CIN, telephone and email printed on all business letters, billheads, letter papers.
First Board Meeting	Holding of first Board Meeting of Directors within 30 days of incorporation of Company.
Appointment of First Auditor	The First Auditor of the company shall be appointed by the Board within 30 days of Incorporation who shall hold the office till the conclusion of 1st AGM. In case of First Auditor, filing of ADT-1 is not mandatory. However, It is advisable to file ADT-1 with ROC.
Issuance of Share Certificate	The Company is required to issue Share Certificates to the subscribers of memorandum within 60 days of Incorporation of Company.
Opening of Bank Account	The Company shall open Bank account and subscribers to the memorandum shall transfer the Amount as per MOA to the Company bank Account
Commencement of business	The Company shall commence business within 180 days from the date of incorporation and an e Form has to be filed with the concerned ROC.

Following forms shall be filed by the Company Annually with ROC.

1.DIR-3 KYC
2.MSME-1
3.DPT-3
4.AOC-4
5.MGT-7
6.ADT-1 & ADT-3 (If Applicable)

Regular Compliance throughout the year

Subsequent Board Meeting	Minimum 4 Board Meetings to be held every year with not more than 120 days gap between two meetings. In case of small company, it is appropriate to conduct only two Board Meetings with minimum gap of 90 days
Filing of Disclosure of interest by Directors	Every director shall disclose in Form MBP‐1 (along with list of relatives and concern of relatives in the Company as per RPT definition), his concern or interest in any company, body corporate, firm or other association of individuals (including shareholding interest) at : First meeting in which he participates as director; orFirst meeting of Board in every FY; orWhenever there is change in disclosures Form MBP‐1 shall be kept in the records of the company.
Qualification of Director	Qualification for appointment of directorDeclaration from Director at the time of appointment or reappointment in Form DIR‐8Annual disclosure from Director to be taken
Resident Director	Every Company is required to appoint at least one Director who has stayed in India for a total period of not less than 182 days in the previous calendar year.
Statutory Registers	Every Company shall keep and maintain following Registers in the specified format: Register of Members MGT-1Register of other Security Holders residing outside India MGT-3Register of Transfer and Transmission of Shares SH-6Register of Charge CHS-7Index of the RegistersRegister of Directors and KMP
Minutes of Meeting	Minutes of every general meeting, Creditors, Board and Committee shall be prepared and kept within 30 days of conclusion of every meeting concerned. All appointments in the meeting shall be included in the minutes.Minutes of each meeting shall be entered into Minutes Book along with date of such entry.
Number of Directorship	No person shall be a director in more than 20 companies Maximum number of public companies can be 10 (Director in Section-8 Co. and Dormant Director not to be included)
Meeting, at shorter notice	Meeting can be convened on a shorter notice for urgent matters. However, Consent from not less than 95% of members entitled to vote there at.
Quorum	Quorum shall be one‐third or two directors, whichever is higher Directors participating through Video Conferencing shall be counted for the purpose of quorum

Event based Compliance

Following are the event based Compliances. Different provisions and procedures to be followed as per the provisions of the act. The timeline as prescribed under the act has to be followed. 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 such events be tracked, and compliances met with on time.

Sr. No	Particulars	Form No.	Time Limit
1	Change in Directors or KMP	DIR-12	Within 30 Days from the date of change
2	Increase in Authorized Share capital	SH-7	Within 30 days of passing Ordinary Resolution
3	Increase in Paid up share capital (Issue of security)	PAS-3	Within 15 days from the date of allotment
4	Change in registered office	INC-22	Within 15 days from the date of change in Registered Office
5	Change in secured borrowing (Creation, modification and satisfaction of charge)	CHG-1	Within 30 days of its creation / Modification / Satisfaction
6	Change of name of company	INC-24	Within 60 days from the date of reservation of name
7	Conversion of company	INC-27	-
8	Filing of resolution and agreements	MGT-14	Within 30 days from date of passing resolution
9	Removal of Director before Expiry	ADT-2	Within 30 days from date of passing Special Resolution
10	Report for Disqualification of the Director	DIR-9	Within 30 days of such disqualification (To be filed by company)
11	Notice of Resignation by Director (Optional)	DIR-11	Within 30 days of such disqualification (To be filed by company)

Above mentioned Compliances are mandatory compliances for the Private Limited Company.

Except above compliances, there may be event-based compliances for the Private Limited Company. The compliance requirement differs from a case to case basis depending upon nature of the business, product or service provided, the volume of turnover etc. We at estabizz would like to have a detailed discussion to guide you on your Compliance.

Other Statutory compliances of such Private Limited Companies revolve around periodic filing of tax and other returns, maintenance of books under Income-tax Act and other statutes as applicable etc. Following are the other statutory Compliances a Private Limited Company has to follow.

Non-Registrar compliance

Payment of periodic dues (GST Liability, TDS & TCS payment)

Monthly/Quarterly GST Returns

Quarterly TDS Returns

Assessment of advance tax liability and payment of advance tax periodically

Filing of Income Tax Returns (Tax will be payable at a flat rate of 30% plus Education Cess)

Filing of Tax Audit Report

Regulatory Assessment of business under different acts of law (Eg. Environment and Protection Act, Money Laundering Act, Competition Act, Factory Act etc.)

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