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Mandatory Compliances for a private Limited Company in India

Ishita Ramani 
on 24 April 2019

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Private Limited Company is the most preferred structure to carry on business for an entity intending to make a profit and enjoy the benefits of an incorporated entity, particularly limited liability. Besides, limited liability, Separate legal entity, perpetual succession and various other benefits there are also mandatory compliances applicable to the Private Limited Company in India.

Here the entrepreneurial skill comes into light that how he manages the day to day business operations along with the mandatory compliances. One may also require the help of experienced professional in order to have a better clarity on what are the mandatory compliances applicable to his Private Limited Company. We at Ebizfiling will provide you a complete guidance on all the compliances applicable to your company with our experienced professional team driven by Chartered Accountants, Company secretaries, IT professionals, Lawyers and Influencers, who have vast experiences into the respective fields.

Looking into the recent scenario Ministry of Corporate Affairs (MCA) has outperformed and strike off more than 2 Lakh companies and disqualified more than 3 Lakh directors for non-compliance of DIR-3KYC and various provisions of Companies Act, 2013. In order to save oneself from heavy penalties imposed by the Ministry one needs to follow the required compliances. The compliances applicable to the company could be segregated into 2 parts Mandatory Compliance and Event Based Compliances.

1. Mandatory Compliance :

We have elaborated some of the mandatory compliance that a private Limited company must ensure:

Mandatory Compliances 

Description and Timeline

First Board Meeting

First Meeting of Board of Directors is required to be held within 30 days of Incorporation of Company. Notice of BM must be send to every director at least 7 days before the meeting.

Subsequent Board Meetings

Minimum 4 Board Meetings to be held every year with not more than 120 days gap between two meetings.

Filing of Disclosure of interest by Directors

Every director at:

First meeting in which he participates as director; or

First meeting of Board in every FY; or

Whenever there is change in disclosures

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).

Form MBP-1 shall be kept in the records of the company.

First Auditor

First Auditor of the company shall be appointed by the BOD 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.

Subsequent Auditor

The BOD 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.

Annual General Meeting

Every Company is required to hold an Annual General Meeting on or before 30th September every year during business hours (9 am to 6pm), on a day that is not a public holiday and either at the registered office of the Company or within the city, town or village where the registered office is situated. A 21 clear days’ notice is required to be given for the same.

Filing of Annual Return (Form MGT-7)

Every Private Limited Company is required to file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March.

Filing of Financial Statements (Form AOC-4)

Every Private Limited Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Director Report in this form within 30 days of holding of Annual General Meeting.

Statutory Audit of Accounts

Every Company shall prepare its Accounts and get the same audited by a Chartered Accountant at the end of the Financial Year compulsorily. The Auditor shall provide an Audit Report and the Audited Financial Statements for the purpose of filing it with the Registrar.

2. Event Based Compliances :

Even based compliance are those which gets triggered upon happening of certain events like change in directors, change of registered office, change in authorized share capital etc. Hence, it is necessary that the happening of such events get tracked and compliance met with on time in order to avoid penalties or additional fees. Some of the Event based compliance are mentioned below along with the time limit:

Events

Form No.

Time Limit

Change in registered office

INC-22

Within fifteen days from the date of such change

Change in Directors or KMP

DIR-12

Within 30 Days of such change

Increase in Authorized Share capital

SH-7

Within 30 days of passing Ordinary Resolution 

Filing of resolution and agreements

MGT-14

Within 30 days from date of passing resolution

Increase in Paid up share capital (Issue of security)

PAS-3

Within fifteen days from the date of the allotment

Change in secured borrowing (Creation, modification and satisfaction of charge)

CHG-1

All types of Charges within 30 days of its creation

Application for KYC of Directors

DIR-3 KYC

On or before 30th April of immediate next Financial Year (Annual Compliance)

ACTIVE (Active Company Tagging Identities and Verification) 

INC-22A

On or before 25th April 2019 (Applicable to all companies registered before 31st December 2017) 

Declaration of Commencement of Business

INC-20A

Within a period of 180 days of the date of incorporation of the company. (Applicable to companies incorporated after 2nd November, 2018.)

Consequences of Non-Compliances:

If a company fails to follow any of the regulatory compliances then the Company and every officer who is in default shall be punishable with fine for the period for which default continues. Hence the penalties will keep on increasing as the time period of non-compliance increases.


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