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DEFINITION

Private company means the 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 -

  • persons who are in the employment of the company; and
  • 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;

Annual Compliances for a Private Limited Company

ANNUAL COMPLIANCE APPLICABLE TO PRIVATE LIMITED COMPANY

(I) FIRST QUARTER (APRIL-JUNE)

Form and Particulars

Section and Rules

Particulars/Compliance

Due Date

Penalty

Holding First Board Meeting

Section 173 of Companies Act, 2013 and SS-1

Companies are required to hold minimum 4 Board Meetings in every FY and gap between two meetings shall be more than 120 days.

(1 Board Meeting to be held in each quarter)

Further OPC, Small Company, Dormant Company and Private Company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if they hold Minimum two meetings in FY with a gap between two meetings not less than 90 days.

-

Since no specific penalty provided in Section 173, therefore Section 450 shall be applicable.

Company and every officer in default shall be liable to a penalty of Rs. 10,000/- and in case of continuing contravention, with a further penalty of Rs. 1,000/- for each day after the first during which the contravention continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officer in default.

Form- MBP-1

Disclosure of Interest by Directors in other Entities

Section 184(1) of Companies Act, 2013 and Rule 9 of Companies (Meetings of Board and its Powers) Rules 2014

Every Director of the Company in First meeting of Board of Director in each Financial Year shall disclose his interest in other entities in form MBP-1 with the Company. In case there is any change in disclosure then at the first Board Meeting after such change.

-

Such Director shall be liable to penalty of Rs. 1,00,000/-

Form- DIR-8

Directors Intimation regarding his Disqualification

Section 164(2) of Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014

Every Director shall inform the Company about his disqualifications under section 164(2) of the Companies Act, 2013 before he is appointed or re-appointed.

At the time of appointment or re-appointment

-

Form- MSME-I

Half Yearly Return for reporting

Outstanding payments to Micro and Small Enterprises

Section 405 of Companies Act, 2013

All the Companies who gets supplies of goods or services from Micro and Small Enterprises and whose payment to such Micro and Small Enterprise suppliers exceed 45 days from the date of acceptance or deemed acceptance of the goods or services.

30th April

(For October to March)

Company and every officer in default shall be liable to a penalty of Rs. 25,000/- and in case of continuing failure, with a further penalty of Rs. 1,000/- for each day after the first during which such failure continues, subject to a maximum of Rs. 3,00,000/-

Form DPT-3

Yearly Return of Deposits

Rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014

Every Company other than Government Company shall file Return of Deposits for any outstanding loan or amount irrespective of the fact whether such amount falls under the definition of deposits or not.

On or before 30th June every year

Company and every officer in default shall be punishable with fine which may extend to Rs. 5,000/- and where the contravention is a continuing one, with a further fine which may extend to Rs. 500/- for every day after the first day during which the contravention continues.

(II) SECOND QUARTER (JULY- SEPTEMBER)

Form & Particulars

Section and Rules

Particulars/Compliance

Due Date

Penalty

Holding Board Meeting

Section 173 of Companies Act, 2013 and SS-1

At least one Board Meeting is required to be held in each quarter.

-

*Refer first Quarter

Preparing Notice of AGM

Section 101 of Companies Act, 2013 and SS-II

Every Notice of Annual General Meeting shall be prepared as per the provisions of Section 101 of Companies Act, 2013 and SS-II

-

-

Preparing Director’s Report

Section 134 of Companies Act, 2013

Directors Report to be prepared in accordance with provisions of Section 134 of the Companies Act, 2013

-

Company shall be liable to a penalty of Rs. 3,00,000/- and every officer in default shall be liable to a penalty of Rs. 50,000/-

Circulation of AGM Notice and Financial Statements

Section 136 of Companies Act, 2013

Company shall send to its Members, Notice of AGM along with approved Financial Statement, Directors Report and Auditors Report.

At least 21 days before the AGM

Company shall be liable to a penalty of Rs. 25,000/- and every officer in default shall be liable to a penalty of Rs. 5,000/-

Form-DIR-3- KYC

Directors KYC

Rule 12A and Rule 11(2) and (3) of Companies (Appointment and Qualifications of Directors) Rule, 2014

Every individual holding Director Identification Number (DIN) as on 30th March of a financial year shall file KYC with MCA every year

On or before 30th September every year

Late fees of Rs. 5,000/- per KYC

(When DIN Status is deactivated)

(III) THIRD QUARTER (OCTOBER - DECEMBER)

Form & Particulars

Section and Rules

Particulars/Compliance

Due Date

Penalty

Holding Board Meeting

Section 173 of Companies Act, 2013 and SS-1

At least one Board Meeting is required to be held in each quarter.

-

*Refer first Quarter

Form- MSME-I

Half Yearly Return for reporting Outstanding payments to Micro and Small Enterprises

Section 405 of Companies Act, 2013

All the Companies who gets supplies of goods or services from Micro and Small Enterprises and whose payment to such Micro and Small Enterprise suppliers exceed 45 days from the date of acceptance or deemed acceptance of the goods or services.

31st October

(For April to September)

Company and every officer in default shall be liable to a penalty of Rs. 25,000/- and in case of continuing failure, with a further penalty of Rs. 1,000/- for each day after the first during which such failure continues, subject to a maximum of Rs. 3,00,000/-

Form ADT-1

Appointment of Statutory Auditor

Section 139(1) of Companies Act, 2013

Company shall appoint Statutory Auditor in AGM for a period of 5 years

Within 15 days from the date of AGM (Not required to be file every year)

Company shall be punishable with fine which shall not be less Rs. 25,000/- but which may extend to Rs. 5,00,000/- and every officer in default shall be punishable with fine which shall not be less than Rs. 10,000/- but which may extend to Rs. 1,00,000/-

Form AOC-4

Filing Financial Statements

Section 137 of Companies Act, 2013 and Rule 12 (1) of the Companies (Accounts) Rules, 2014

Every Company shall file its Financial Statements along with Mandatory Attachments with Registrar of Companies.

Within 30 days from the date of AGM

Company Shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, further penalty of Rs. 100/- for each day during which such failure continues, subject to a maximum of Rs. 2,00,000/- and the MD and CFO of the company and in their absence any other officer in default shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, with further penalty of Rs. 100/- for each day after the first during which such failure continues, subject to a maximum of Rs. 50,000/-

Form MGT-7A

Abridged Annual Return

Section 92 of Companies Act, 2013 and Rule 11(1) of Companies (Management and Administration) Rules, 2014

From FY 2020-21 One Person Companies (OPC) and Small Companies shall file Abridged Annual Return in MGT-7A with Registrar of Companies.

Within 60 days from the date of AGM

Company and its every officer in default shall be liable to a penalty Rs. 10,000/- and in case of continuing failure, with further penalty of Rs. 100/- for each day during which such failure continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officer in default.

Form MGT-7

Annual Return

Section 92 of Companies Act, 2013 and Rule 11(1) of Companies (Management and Administration) Rules, 2014

Every Company other than OPC and Small Company shall file its Annual Return in MGT-7 with Registrar of Companies.

Within 60 days from the date of AGM

Company and its every officer in default shall be liable to a penalty Rs. 10,000/- and in case of continuing failure, with further penalty of Rs. 100/- for each day during which such failure continues, subject to a maximum of Rs. 2,00,000/- in case of a company and Rs. 50,000/- in case of an officer in default.

 

(IV) FOURTH QUARTER (JANUARY - MARCH)

Form & Particulars

Section and Rules

Particulars/Compliance

Due Date

Penalty

Holding Board Meeting

Section 173 of Companies Act, 2013 and SS-1

At least one Board Meeting is required to be held in each quarter.

-

*Refer first Quarter

Maintenance of Statutory Registers

Section 88 of Companies Act, 2013

Following Mandatory Registers Company has to maintain:

  • Register of Members
  • Register of Debenture and Other Security Holder
  • Register of Directors and KMP and their shareholding
  • Register of Charges
  • Register of Related Party Transactions
  • Register of Share or Debenture Transfer
  • Register of renewed and Duplicate Shares Certificate
 

Company shall be liable for the penalty of Rs. 3,00,000/- every officer is in default shall be liable to a penalty of Rs. 50,000/-

 

The author can also be reached at csneharedekar@gmail.com

Disclaimer: Please note that the above article is based on the interpretation of related laws, which may differ from person to person and is not legal advice.

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