Annual Compliances for Private Company on the basis of Paid-Up Share Capital

RUTU SHAH | Last updated: 21 April 2021

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This guide outlines the essential annual compliance obligations for private companies, differentiating requirements based on their paid-up share capital. It details specific forms like AOC-4 and MGT-7, along with deadlines and the necessity of board meetings. As share capital increases, so do the compliance demands, including the mandatory inclusion of cash flow statements, XBRL filing, and the appointment of key managerial personnel.

Clearly, running a business in the form of a Company is not something to be undertaken lightly.

Compliance is not only 'doing the right thing', or 'ticking a box' but it is the way of working and part of the business.

Remember, the cost of non-compliance is always more than the cost of compliance.

Private Company Annual Compliance Guide by Share Capital

1. Compliances when paid up capital is less than Rs.2 Crore

FORM AOC-4

Applicability: Form for filing financial statement and other documents with the Registrar for Previous Financial Year ended.
Due date for filing: It required to filled within thirty (30) days from the date of the Annual General Meeting (AGM), of every year, file with the Registrar.

Form MGT-7A

Applicability: Form for filing annual return by every company.
Due date for filing: It required to filled within sixty (60) days from the date of the Annual General Meeting (AGM), of every year, file with the Registrar.
Board Meetings: At least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days

2. Compliances when Paid-Up Share Capital is more than Rs.2 Crores

Sr. No	Compliance	Time period
1.	FORM AOC-4	Filing financial statement and other documents with the Registrar for Financial Year ended. Due date for filing: It required to filled within thirty (30) days from the date of the Annual General Meeting (AGM), of every year, file with the Registrar.
2.	Signing of CS or PCS in Annual Return (MGT-7)	Within 60 days of the AGM
3.	Cash flow Statement along with financial statement	The cash flow statement should report cash flows during the period classified by operating, investing and financing activities.

3. Compliances when Paid-Up Share Capital is Rs. 5 Crores or more

Sr. No	Compliance	Time period
1.	Cash flow Statement along with financial statement	The cash flow statement should report cash flows during the period classified by operating, investing and financing activities.
2.	Filing of Financial Statements in FORM AOC-4 XBRL	Within 30 days of the AGM
3.	Signing of CS or PCS in Annual Return (MGT-7)	Within 60 days of the AGM

4. Compliances when Paid-Up Share Capital is Rs. 10 Crores or more

Sr. No	Compliance	Time period / Requirement
1.	Cash flow Statement along with the financial statement	The cash flow statement should report cash flows during the period classified by operating, investing and financing activities.
2.	Filing of Financial Statements in FORM AOC-4 XBRL	Within 30 days of the AGM
3.	Annual Return Certification in Form MGT-8	Attachment in Form MGT-7. MGT-7 is required to be filed within 60 days of AGM.
4.	Appointment of (i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; (ii) Company Secretary; and (iii) Chief Financial Officer	These are officers who may or may not be directors of the company but holds a top managerial position in a company are responsible for work performed under their directions. Every whole-time Key Managerial Personnel of a company shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration.

5. Compliances when Paid-Up Share Capital is Rs. 50 Crores or more

Sr. No	Compliance	Time period / Requirement
1.	Cash flow Statement along with financial statement	The cash flow statement should report cash flows during the period classified by operating, investing and financing activities.
2.	Filing of Financial Statements in FORM AOC-4 XBRL	Within 30 days of the AGM
3.	Annual Return Certification in Form MGT-8	Attachment in Form MGT-7. MGT-7 is required to be filed within 60 days of AGM.
4.	Appointment of (i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; (ii) Company Secretary; and (iii) Chief Financial Officer	These are officers who may or may not be directors of the company but holds a top managerial position in a company are responsible for work performed under their directions. Every whole-time Key Managerial Personnel of a company shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration.
5.	Rotation of an Auditor (a) an individual as auditor for more than one term of five consecutive years; and (b) an audit firm as auditor for more than two terms of five consecutive years:	Cooling Period: Five years from the date on which the term of five consecutive years or two terms of five consecutive years comes to an end in the case of an individual auditor and a firm of auditor respectively.

The author can also be reached at corpcompliance07@outlook.com

FAQ :

For companies with paid-up capital under Rs. 2 Crore, the key forms are AOC-4 for financial statements and MGT-7A for the annual return. At least one board meeting must be held per half-year, with a minimum 90-day gap between meetings.

When paid-up share capital is over Rs. 2 Crores, in addition to AOC-4, companies must ensure their annual return (MGT-7) is signed by a Company Secretary or Practicing Company Secretary within 60 days of the AGM, and include a cash flow statement with their financial statements.

Companies with Rs. 5 Crores or more in paid-up capital must include a cash flow statement, file financial statements in FORM AOC-4 XBRL within 30 days of the AGM, and have their annual return (MGT-7) signed by a CS or PCS within 60 days of the AGM.

For companies with Rs. 10 Crores or more paid-up capital, in addition to XBRL filing and cash flow statements, they need MGT-8 certification attached to MGT-7, and must appoint key managerial personnel like a Managing Director, Company Secretary, and Chief Financial Officer.

Companies with Rs. 50 Crores or more paid-up capital must adhere to auditor rotation rules: an individual auditor can serve for a maximum of two terms of five consecutive years, and an audit firm for two terms of five consecutive years, followed by a five-year cooling-off period.

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RUTU SHAH

Rutu Shah Practicing Company Secretary http://corpcompliance.in/

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Annual Compliances for Private Company on the basis of Paid-Up Share Capital